EXHIBIT 13

<PAGE>
                   HARRODSBURG FIRST FINANCIAL BANCORP, INC.
--------------------------------------------------------------------------------

Harrodsburg  First  Financial  Bancorp,   Inc.,  a  Delaware   corporation  (the
"Company"),   is  a  unitary   savings  and  loan  holding  company  whose  only
subsidiaries are First Financial Bank ("Bank") and its subsidiary.  On September
29,  1995,  the Bank  converted  from  mutual  to stock  form as a wholly  owned
subsidiary of the Company. In connection with the conversion, the Company issued
2,182,125 shares of its common stock (the "Common Stock") to the public.

The Company is subject to regulation by the Office of Thrift Supervision ("OTS")
of the  Department  of the  Treasury.  The  primary  activity  of the Company is
holding  the  stock  of the  Bank  and  operating  the  Bank.  Accordingly,  the
information set forth in this report, including financial statements and related
data,  relates primarily to the Bank and its subsidiary.  The Bank was formed in
1961 as a federal mutual savings and loan association and obtained  insurance of
accounts  and  became a  member  of the  Federal  Home  Loan  Bank  ("FHLB")  of
Cincinnati at that time.  Upon its  conversion to stock form in September  1995,
the Bank adopted the name First Federal Savings Bank of  Harrodsburg.  Effective
January 1, 2000, the Bank's name was changed to First  Financial  Bank. The Bank
operates through one full service office in Harrodsburg,  Kentucky, and two full
service branch offices in Lawrenceburg, Kentucky.

The  executive  offices  of the  Company  and the Bank are  located at 104 South
Chiles Street,  Harrodsburg,  Kentucky 40330,  and its telephone number is (859)
734-5452.

                         MARKET AND DIVIDEND INFORMATION
--------------------------------------------------------------------------------

Market for the Common Stock

Since  October 4, 1995,  the Common  Stock of the  Company  has been  listed for
trading  under the  symbol  "HFFB" on the  National  Association  of  Securities
Dealers,  Inc. Automated Quotation ("NASDAQ") National Market. As of December 6,
2000,  there were 1,514,875  shares of the Common Stock issued and  outstanding,
held by  approximately  476  stockholders  of record,  not including  beneficial
owners in nominee or street name.

Dividends

The Company  maintains a policy whereby it will pay a semi-annual  cash dividend
payable as of the 15th day of each April and October or the first  business  day
thereafter  if such day is not a business day, to  stockholders  of record as of
the last business day of the month following the end of such semi-annual period.
The regular  semi-annual  dividend of $0.30 per share was payable on October 13,
2000 to  stockholders of record on September 29, 2000. The Board of Directors of
the  Company  periodically  reviews  its  dividend  policy.  Any  change  in the
Company's dividend policy, as determined by the Board of Directors,  will depend
on the  Company's  debt  and  equity  structure,  earnings,  regulatory  capital
requirements,  and other  factors,  including  economic  conditions,  regulatory
restrictions,  and tax  considerations.  See  Note 8 of  Notes  to  Consolidated
Financial  Statements for  restrictions  on the payment of cash  dividends.  For
further  information  on stock  prices  and  dividends,  see  Stock  Prices  and
Dividends (page 3).
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
---------------------------------------------------------------------------------------------
<S>                                                                       <C>
Harrodsburg First Financial Bancorp, Inc.................................  Inside Front Cover
Market and Dividend Information..........................................  Inside Front Cover
Letter to Stockholders...................................................................   1
Selected Financial and Other Data........................................................   2
Management's Discussion and Analysis of Financial Condition and Results of Operations....   4
Financial Statements.....................................................................  14
Corporate Information....................................................   Inside Back Cover
</TABLE>

<PAGE>
                        SELECTED FINANCIAL AND OTHER DATA
--------------------------------------------------------------------------------

Financial Condition Data
<TABLE>
<CAPTION>
                                                      At September 30,
                                 -----------------------------------------------------
                                    2000       1999       1998       1997      1996
                                 ---------   --------   --------   --------   --------
                                                   (Dollars in Thousands)
<S>                              <C>        <C>        <C>        <C>        <C>
Total Amount of:
    Assets ....................   $117,393   $110,416   $109,919   $109,638   $108,953
    Loans receivable, net .....    100,881     89,062     85,272     81,261     77,502
    Investments (1) ...........     10,994     11,240     14,966     14,382     14,884
    Cash and cash equivalents .      3,031      8,350      8,074     12,621     15,065
    Deposits ..................     86,473     82,018     78,996     78,629     76,946
    FHLB advances .............      3,500
    Stockholders' equity ......     25,241     26,220     28,982     29,773     30,222
--------------------------------------------------------------------------------------
Number of:
  Real estate loans outstanding      1,587      1,532      1,601      1,668      1,710
    Deposit accounts ..........     10,026      9,574      9,590      9,594      9,524
    Full service offices ......          3          2          2          2          2
</TABLE>

-----------------------------
(1) Includes FHLB stock, and term deposits with the FHLB.


Operating Data
                                       For the year ended September 30,
                                   ------------------------------------------
                                    2000     1999     1998     1997     1996
                                   ------   ------   ------   ------   ------
                                             (Dollars in Thousands)

Interest income ................   $8,051   $7,745   $7,778   $7,699   $7,712
Interest expense ...............    4,150    3,813    3,897    3,835    3,901
                                   ------   ------   ------   ------   ------
    Net interest income ........    3,901    3,932    3,881    3,864    3,811
Provision for loan losses ......       15       35       96       11        8
                                   ------   ------   ------   ------   ------
    Net interest income after
     provision for loan losses .    3,886    3,897    3,785    3,853    3,803
Non-interest income ............      113      116      122       95      101
Non-interest expense1 ..........    2,261    1,728    1,679    1,701    2,225
                                   ------   ------   ------   ------   ------
Income before income tax expense    1,738    2,285    2,228    2,247    1,679
Income tax expense .............      591      777      799      771      589
                                   ------   ------   ------   ------   ------

Net income .....................   $1,147   $1,508   $1,429   $1,476   $1,090
                                   ======   ======   ======   ======   ======

Basic earnings per share .......   $  .76   $  .94   $  .79   $  .78   $  .55
                                   ======   ======   ======   ======   ======
Diluted earnings per share .....   $  .76   $  .94   $  .79   $  .78   $  .55
                                   ======   ======   ======   ======   ======

-----------------
(1)  Reflects one-time special AIF assessment of $536,063 in fiscal year 1996.

                                       2
<PAGE>

Key Operating Ratios
<TABLE>
<CAPTION>
                                                       At or for the year ended September 30,
                                               ----------------------------------------------------
                                                 2000       1999       1998       1997       1996
                                               -------    -------    -------    -------    -------
<S>                                           <C>        <C>        <C>        <C>        <C>
Performance Ratios:
Return on average assets (net income
    divided by average total assets) ....         1.02%      1.36%      1.31%      1.36%      1.00%

Return on average equity (net income
    divided by average equity) ..........         4.49       5.49       4.98       5.12       3.56

Average interest-earning assets to
    average interest-bearing liabilities        128.80     133.86     136.40     136.34     139.15

Net interest rate spread ................         2.46       2.43       2.30       2.32       2.14

Net yield on average interest-
    earning assets ......................         3.55       3.63       3.63       3.64       3.57

Dividend payout .........................       113.08      87.74     102.38      45.26      72.71

Capital Ratios:
Average equity to average assets
    (average equity divided by
    average total assets) ...............        22.64      24.80      26.31      26.64      28.18

Equity to assets at period end ..........        21.50      23.75      26.37      27.14      27.74

Asset Quality Ratios:
Net interest income after provision for
    loan losses to total other expenses .       171.87     225.58     225.43     226.51     170.92
Non-performing loans to total loans .....          .51        .32        .57        .64       1.12
Non-performing loans to total assets ....          .44        .25        .44        .47        .79
</TABLE>

Stock Prices and Dividends

The  following  table sets forth the range of high and low sales  prices for the
common  stock  as  reported  by the Wall  Street  Journal  as well as  dividends
declared  in each  quarter  for  2000 and  1999.  Such  over-the-counter  market
quotations reflect inter-dealer prices,  without retail mark-up,  mark-down,  or
commission and may not necessarily represent actual transactions.

Quarterly Stock Information

                      Fiscal 2000                     Fiscal 1999
           -------------------------------    ----------------------------------
           Stock Price Range                  Stock Price Range
           ------------------    Per Share    ------------------     Per Share
Quarter      Low        High     Dividend      Low          High     Dividend
--------------------------------------------------------------------------------
1st        $11.38     $14.00     $    .25      $13.75     $15.38     $     .30
2nd         10.50      13.38          .30       13.00      15.06           .20
3rd          9.69      13.00           --       12.00      13.56            --
4th          9.50      12.38          .30       12.63      14.00           .30
--------------------------------------------------------------------------------
Total                            $    .85                            $     .80
                                 ========                            =========

                                       3
<PAGE>
                           MANAGEMENTS DISCUSSION AND
            ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

The  Private  Securities  Litigation  Reform Act of 1995  contains  safe  harbor
provisions regarding forward-looking  statements.  When used in this discussion,
the words  "believes,"  "anticipates,"  "contemplates,"  "expects,"  and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest  rates,  risks  associated with the ability to control costs
and  expenses,  year 2000 issues and general  economic  conditions.  Harrodsburg
First Financial Bancorp,  Inc.  undertakes no obligation to publicly release the
results of any revisions to those forward looking statements,  which may be made
to reflect  events or  circumstances  after the date  hereof or to  reflect  the
occurrence of unanticipated events.

Harrodsburg First Financial Bancorp,  Inc. ("Company") is a bank holding company
headquartered in Harrodsburg,  Kentucky, which provides a full range of deposits
and  traditional  mortgage  loan  products  through  its  wholly  owned  banking
subsidiary,  First Financial Bank (the "Bank"). All references to the Bank refer
collectively to the Company and the Bank.

Overview

In fiscal 2000,  due to the rise in interest rates by the Federal  Reserve,  the
expansion  of  the  Bank's   operations  of  an  additional   branch  office  in
Lawrenceburg,  Kentucky,  and the  addition of a Chief  Executive  Officer,  net
income decreased by  approximately  24%. For the fiscal year ended September 30,
2000,  net income was $1.1 million,  or $.76 per diluted  share,  as compared to
$1.5 million, or $.94 per diluted share, for the fiscal year ended September 30,
1999.  However,  assets increased $7.0 million to $117.4 million over last year.
Net loans outstanding grew by 13.2%,  reflecting strong  performance by the loan
production staff. Asset quality continues to remain excellent.

Asset/Liability Management

Quantitative  Aspects  of  Market  Risk.  The Bank does not  maintain  a trading
account for any class of  financial  instrument.  Further,  it is not  currently
subject to foreign  currency  exchange  rate risk or commodity  price risk.  The
stock in the FHLB of  Cincinnati  does not have equity  price risk because it is
issued only to members and is redeemable  for its $100 par value.  The following
table illustrates  quantitative  sensitivity to interest rate risk for financial
instruments other than non-interest earning cash balances, FHLB stock and demand
deposit accounts for the Bank as of September 30, 2000.

                                       4
<PAGE>

Market Rate Analysis - September 30, 2000
<TABLE>
<CAPTION>
                                                             Expected Maturity Date
                       ----------------------------------------------------------------------------------------------------
                                                            Year ended September 30,
                       ----------------------------------------------------------------------------------------------------
                                                             (Dollars in Thousands)
                                                                                                                 Fair
                                2001        2002        2003        2004         2005   Thereafter     Total     Value
---------------------------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>         <C>         <C>          <C>           <C>      <C>          <C>
Assets:
 Loans-fixed:
  Balance                        $53        $146        $140        $394       $2,427     $21,633     $24,793      $24,310
  Interest rate                9.00%       8.79%       8.86%       8.89%        8.48%       7.80%       7.89%
 Loans-variable:
  Balance                     42,843       7,033       8,758       9,555        8,310         372      76,871       75,391
  Interest rate                7.47%       7.50%       7.41%       7.27%        7.95%       8.25%       7.50%
 Investments:
  Balance                      6,634                   1,540       3,565                      134      11,873       11,779
  Interest rate                3.97%                   6.46%       6.09%                    5.73%       4.95%
Liabilities:
 Deposits:
  Balance                     15,639                                                                   15,639       15,639
  Interest rate                2.70%                                                                    2.70%
 Deposits-certificates
  Balance                     47,487      15,094       4,347       3,416                               70,344       69,847
  Interest rate                5.73%       6.36%       6.12%       6.27%                                5.92%
</TABLE>

Qualitative  Aspects of Market Risk. Net interest income,  the primary component
of the Bank's net earnings,  is derived from the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities. One of the
Bank's  principal  financial  objectives is to achieve  long-term  profitability
while  reducing its exposure to  fluctuations  in interest  rates.  The Bank has
sought to reduce exposure of its earnings to changes in market interest rates by
managing the mismatch between asset and liability maturities and interest rates.

An asset or liability is interest rate  sensitive  within a specific time period
if it will  mature or reprice  within  that time  period.  If the Bank's  assets
mature or reprice more quickly or to a greater extent than its liabilities,  the
Bank's net portfolio value and net interest income would tend to increase during
periods of rising interest rates but decrease during periods of falling interest
rates.  If the Bank's assets mature or reprice more slowly or to a lesser extent
than its liabilities, as is the case with most savings institutions,  the Bank's
net  portfolio  value and net  interest  income  would tend to  decrease  during
periods of rising interest rates but increase during periods of falling interest
rates. The Bank's policy has been to mitigate the interest rate risk inherent in
the  historical  savings  institution  business of originating  long-term  loans
funded by  short-term  deposits  by  pursuing  certain  strategies  designed  to
decrease the  vulnerability of its earnings to material and prolonged changes in
interest rates.

Management's  principal  strategy in managing the Bank's  interest rate risk has
been to maintain short and intermediate-term assets in the portfolio,  including
locally  originated  adjustable rate mortgage loans.  The Bank does not actively
offer  long-term  fixed rate  loans.  All fixed rate loans that are  offered are
secured by one to  four-family  owner-occupied  dwellings  for terms of up to 30
years.  Likewise,  the interest rate charged on the Bank's adjustable rate loans
typically reprice after one, three, or five years with maximum periodic interest
rate  adjustment  limits  ("caps").  At  September  30,  2000,  the  Bank had no
adjustable  rate loans that reprice after five years from that date. In managing
its investment portfolio,  the Bank seeks to purchase investments that mature on
a basis that approximates the estimated maturities of the Bank's liabilities.

In addition to shortening  the average  repricing of its assets,  management has
attempted  to lengthen  the average  maturity of its  liabilities  by adopting a
tiered pricing program for its  certificates of deposit.  The Bank offers market

                                       5
<PAGE>

rates of interest on its certificates of deposit,  which are typically higher on
its longer term  certificates,  in order to  encourage  depositors  to invest in
certificates with longer maturities.

There  have been no  significant  changes  in the  Bank's  primary  market  risk
exposures or methods for managing those exposures since September 30, 2000.

The Bank also  measures  its  interest  rate  risks  using the  Office of Thrift
Supervision net present value method ("NPV"). NPV measures interest rate risk by
computing  estimated  changes  in the net  portfolio  value of cash  flows  from
assets,  liabilities,  and  off-balance  sheet  items in the event of a range of
assumed  changes in market  interest  rates.  The  Office of Thrift  Supervision
defines the sensitivity  measure as the change in the NPV ratio with a 200 basis
point shock.  At September  30, 2000, if interest  rates  increased by 200 basis
points, the Bank's NPV ratio would be 19.00% based on a 214 basis point decrease
in its NPV.  Additionally,  if interest  rates decline by 200 basis points,  the
Bank's NPV ratio would be 21.71%, based on a 57 basis point increase in its NPV.

Although the NPV calculation  provides an indication of the Bank's interest rate
risk at a particular point in time, such measurements are not intended to and do
not provide a precise forecast of the effect of changes in market interest rates
on the Bank's net interest income and will differ from actual results.

Average Balances, Interest, and Average Yields

Net interest  income is affected by (i) the difference  ("interest rate spread")
between  rates of  interest  earned  on  interest-earning  assets  and  rates of
interest paid on  interest-bearing  liabilities and (ii) the relative amounts of
interest-earning assets and interest-bearing  liabilities. When interest-earning
assets approximate or exceed interest-bearing liabilities, any positive interest
rate spread  will  generate  net  interest  income.  Savings  institutions  have
traditionally  used interest  rate spreads as a measure of net interest  income.
Certificates  of  deposit  constitute  approximately  81%  of the  Bank's  total
deposits and  generally  pay higher rates of interest  than core  deposits.  The
Bank's  emphasis on certificates of deposits may result in a higher average cost
of deposits which may adversely affect the Bank's interest rate spread.  Another
indication  of an  institution's  net  interest  income  is its  "net  yield  on
interest-earning  assets"  which  is net  interest  income  divided  by  average
interest-earning  assets.  The following  table sets forth  certain  information
relating  to the Bank's  average  interest-earning  assets and  interest-bearing
liabilities  and  reflects  the  average  yield on assets  and  average  cost of
liabilities  for the  periods  indicated.  Such  yields and costs are derived by
dividing  income  or  expense  by the  average  monthly  balance  of  assets  or
liabilities,  respectively,  for  the  periods  presented.  During  the  periods
indicated,  nonaccruing  loans are  included in the net loan  category.  Average
balances  are derived  from  month-end  average  balances.  Management  does not
believe  that the use of month-end  average  balances  instead of average  daily
balances has caused any material difference in the information presented.

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                                   Year Ended September 30,
                                     -----------------------------------------------------------------------------------------
                                                2000                           1999                          1998
                                     --------------------------  -----------------------------  ------------------------------
                                      Average            Yield    Average              Yield/   Average                Yield/
                                      Balance Interest   Cost     Balance     Interest  Cost    Balance    Interest     Cost
                                      ------- --------   ----     -------     --------  ----    -------    --------     ----
                                                                    (Dollars in Thousands)
<S>                              <C>       <C>         <C>     <C>         <C>       <C>    <C>           <C>        <C>
Interest-earning assets:
   Loans receivable..............   $ 95,726  $7,340      7.67%   $ 86,754    $ 6,757   7.79%  $ 83,637      $ 6,550    7.83%
   Investment securities(1)......     14,253     711      5.00      21,701        988   4.55     23,335        1,228    5.26
                                    --------  ------              --------    -------          --------      -------
     Total interest-
       earning assets............    109,979   8,051      7.32     108,455      7,745   7.14    106,972        7,778    7.27
                                              ------                          -------                        -------
Non-interest earning assets......      2,973                         2,409                        2,118
                                    --------                      --------                     --------
   Total assets..................   $112,952                      $110,864                     $109,090
                                    ========                      ========                     ========
Interest-bearing liabilities:
   Deposits......................   $ 84,345   4,111      4.87    $ 81,022      3,813   4.71   $ 78,425        3,897    4.97
   Borrowings....................      1,042      39      3.74
                                    --------  ------              --------    -------          --------      -------
   Total interest-
     bearing liabilities.........     85,387   4,150      4.86      81,022      3,813   4.71     78,425        3,897    4.97
                                              ------                          -------                        -------
Non-interest bearing
  liabilities:...................      1,997                         2,351                        1,965
                                    --------                   -----------                     --------

   Total liabilities.............     87,384                        83,373                       80,390
Stockholders' equity.............     25,568                        27,491                       28,700
                                    --------                   -----------                     --------
   Total liabilities &
     stockholders' equity........   $112,952                   $   110,864                     $109,090
                                    ========                   ===========                     ========

Net interest income..............              3,901                            3,932                          3,881
                                               =====                            =====                          =====
Interest rate spread(2)..........                         2.46%                         2.43%                           2.30%
                                                          ====                          ====                            ====
Net yield on interest-
  earning assets(3)..............                         3.55%                         3.63%                           3.63%
                                                          ====                          ====                            ====

Ratio of average
  interest-earning assets
  to average interest-
  bearing liabilities............                       128.80%                       133.86%                         136.40%
                                                        ======                        ======                          ======
</TABLE>

---------------------------
(1)  Includes interest-bearning overnight deposits and term deposits with FHLB.
(2)  Interest-rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(3)  Net yield on  interest-bearing  assets  represents net interest income as a
     percentage of average interest-earning assets.

                                        7
<PAGE>

The net  interest  margin is a key  measure in  determining  the  Bank's  income
performance.  The  Bank's  net  interest  margin  was 3.55%  for the year  ended
September 30, 2000  compared to 3.63% for the same period in 1999.  Net interest
income  decreased  $31,000  or .8% for the  year  ended  September  30,  2000 as
compared to the same period in 1999.  Interest income increased $306,000 or 4.0%
while interest expense  increased  $337,000 or 8.8% for the 2000 period compared
to the 1999 period.

The Bank's net interest  margin was 3.63% for the years ended September 30, 1999
and 1998.  Net  interest  income  increased  $51,000  or 1.3% for the year ended
September  30, 1999 as compared  to the same  period in 1998.  Interest  expense
decreased $84,000 or 2.2% while interest income decreased $33,000 or .4% for the
1999 period compared to the 1998 period.

Rate/Volume Analysis

The following table below sets forth certain  information  regarding  changes in
interest income and interest expense of the Bank for the periods indicated.  For
each  category  of  interest-earning  assets and  interest-bearing  liabilities,
information  is  provided  on  changes  attributable  to (i)  changes  in volume
(changes  in  average  volume  multiplied  by old rate);  (ii)  changes in rates
(changes in rate multiplied by old average volume); (iii) changes in rate-volume
(changes in rate multiplied by the change in average  volume).  Average balances
are derived from month-end balances. Management does not believe that the use of
month-end  balances  instead of average  daily  balances has caused any material
difference in the information presented.

                                       8
<PAGE>

<TABLE>
<CAPTION>

                                                    Year Ended September 30,
                               ----------------------------------------------------------------------
                                          2000 vs 1999                         1999 vs 1998
                               ---------------------------------  -----------------------------------
                                       Increase (Decrease)                  Increase (Decrease)
                                              Due to                            Due to
                                                   Rate/                              Rate/
                                Volume    Rate     Volume   Net    Volume     Rate    Volume    Net
                                ------    ----     ------   ---    ------     ----    ------    ---
                                                          (In Thousands)
<S>                            <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Interest-earning assets:
   Loans receivable             $ 698    $(104)   $ (12)   $ 582    $ 241    $ (33)   $  (1)   $ 207
   Investment securities1        (339)      97      (34)    (276)     (86)    (166)      12     (240)
                                -----    -----    -----    -----    -----    -----    -----    -----
     Total                      $ 359    $  (7)   $ (46)   $ 306    $ 155    $(199)   $  11    $ (33)
                                =====    =====    =====    =====    =====    =====    =====    =====

Interest expense:
   Deposits                     $ 156    $ 137    $   5    $ 298    $ 126    $(204)   $  (6)   $ (84)
   Borrowings                      39       39
                                -----    -----    -----    -----    -----    -----    -----    -----
     Total                      $ 156    $ 137    $  44    $ 337    $ 126    $(204)   $  (6)   $ (84)
                                =====    =====    =====    =====    =====    =====    =====    =====

Net change in interest income   $ 203    $(144)   $ (90)   $ (31)   $  29    $   5    $  17    $  51
                                =====    =====    =====    =====    =====    =====    =====    =====
</TABLE>

------------------------
(1)  Includes interest-earning overnight deposits and term deposits with FHLB of
     Cincinnati.

                                       9
<PAGE>

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE YEARS
ENDED SEPTEMBER 30, 2000 AND 1999

Net Income.  Net income  decreased by $361,000,  or 23.95% to $1,147,000 for the
year ended  September  30,  2000 as compared  to  $1,508,000  for the year ended
September  30,  1999.  The net  decrease  was due to a decrease in net  interest
income of $31,000, a decrease of $3,000 in non-interest  income, and an increase
of $533,000 in  non-interest  expense  offset by a decrease in the provision for
loan losses of $20,000 and a decrease in income tax expense of $186,000.

Net Interest  Income.  Net interest income for the year ended September 30, 2000
was $3.9 million. The decrease in net interest income in fiscal 2000 compared to
1999 of $31,000 was due to an increase in interest expense of $337,000 offset by
an increase in interest  income of  $306,000.  Interest  income in 2000 was $8.0
million with an average yield of 7.32%  compared to $7.7 million with an average
yield of 7.14% in 1999. The average balance of interest  bearing  liabilities in
2000 was  $85.4  million  with an  average  cost of funds of 4.86%  compared  to
average balances of interest  bearing  liabilities in 1999 of $81.0 million with
an average cost of funds of 4.71%.

Interest  Income.  Interest  income  was  $8.0  million,  or  7.32%  of  average
interest-earning  assets,  for the year ended  September 30, 2000 as compared to
$7.7 million,  or 7.14% of average  interest-earning  assets, for the year ended
September  30, 1999.  Interest  income  increased  $306,000 or 4.0% from 2000 to
1999.  The  increase  was due  primarily  to an increase of $1.5  million in the
average balance of interest earning assets.

Interest  Expense.  Interest  expense  was $4.1  million,  or  4.86% of  average
interest-bearing  liabilities, for the year ended September 30, 2000 as compared
to $3.8  million,  or 4.71% of  average  interest-bearing  liabilities,  for the
corresponding  period in 1999. The increase in interest  expense of $337,000 was
the  result  of a 15  basis  point  increase  in the  average  rate  paid on the
deposits,  primarily  certificates  of deposits,  in addition to, an increase of
$4.4 million in the average  balance of interest  bearing  deposits for the year
ended September 30, 2000 compared to the same period in 1999.

Provision for Loan Losses. The provision for loan losses was $15,000 and $35,000
for the  years  ended  September  30,  2000 and 1999,  respectively.  Management
considers many factors in determining the necessary  levels of the allowance for
loan losses, including an analysis of specific loans in the portfolio, estimated
value of the  underlying  collateral,  assessment of general  trends in the real
estate  market,   delinquency  trends,   prospective   economic  and  regulatory
conditions,  inherent loss in the loan  portfolio,  and the  relationship of the
allowance for loan losses to outstanding  loans.  At September 30, 2000 and 1999
the  allowance  for loan  losses  represented  .37%  and  .41% of  total  loans,
respectively.

Non-Interest  Income.  Non-interest income amounted to $113,000 and $116,000 for
the years ended September 30, 2000 and 1999,  respectively.  The largest item in
non-interest income is service fees on loan and deposit accounts, which amounted
to $93,000 and $99,000 for 2000 and 1999, respectively.

Non-Interest Expense.  Non-interest expense increased approximately $533,000, or
30.8%,  to $2.3  million for the year ended  September  30,  2000.  Non-interest
expense was 2.0% and 1.6% of average  assets for the years ended  September  30,
2000 and 1999,  respectively.  The increase of $533,000 was  primarily due to an
increase of $276,000 in  compensation  and  benefits,  an increase of $58,000 in
occupancy  expenses,  an increase  of $42,000 in data  processing  expenses,  an
increase  of $7,000 in state  franchise  taxes,  and an  increase of $173,000 in
other  operating  expenses  offset by a decrease of $23,000 in federal and other
insurance premiums. The increase of $276,000 in compensation and benefits is due
to the addition of a new Chief Executive Officer effective October 1, 1999, four
additional  employees hired for the new branch office in Lawrenceburg,  Kentucky
and normal  salary  increases.  The increase of $58,000 in  occupancy  expenses,
$42,000 in data processing  expense and $173,000 in other operating

                                       10
<PAGE>

expenses was due to the opening of a new branch  office  effective  February 14,
2000 and expenses incurred in changing the name of the Bank effective January 1,
2000.

Income  Tax  Expense.   The  provision  for  income  tax  expense   amounted  to
approximately  $591,000 and $777,000 for the years ended  September 30, 2000 and
1999,  respectively.  The  provision  for income tax expense as a percentage  of
income before income tax expenses amounted to 34.0% for both years.


COMPARISON OF THE RESULTS OF OPERATIONS FOR THE YEARS
ENDED SEPTEMBER 30, 1999 AND 1998

Net Income. Net income increased by $79,000, or 5.58% to $1,508,000 for the year
ended  September 30, 1999 as compared to $1,429,000 for the year ended September
30, 1998.  The net  increase  was due to an increase in net  interest  income of
$51,000, a decrease in the provision for loan losses of $61,000,  and a decrease
in income tax expense of $23,000 offset by a decrease of $7,000 in  non-interest
income and an increase of $49,000 in non-interest expense.

Net Interest  Income.  Net interest income for the year ended September 30, 1999
was $3.9 million. The increase in net interest income in fiscal 1999 compared to
1998 of $51,000 was due to a decrease in interest expense of $84,000 offset by a
decrease in interest income of $33,000. Interest income in 1999 was $7.7 million
with an average yield of 7.14% compared to $7.8 million with an average yield of
7.27% in 1998. The decrease in interest  expense of $84,000 was primarily due to
the  decrease in the  average  rate paid on interest  bearing  liabilities.  The
average balance of interest  bearing  liabilities in 1999 was $81.0 million with
an average  cost of funds of 4.71%  compared  to average  balances  of  interest
bearing  liabilities  in 1998 of $78.4  million with an average cost of funds of
4.97%.

Interest  Income.  Interest  income  was  $7.7  million,  or  7.14%  of  average
interest-earning  assets,  for the year ended  September 30, 1999 as compared to
$7.8 million,  or 7.27% of average  interest-earning  assets, for the year ended
September 30, 1998.  Interest income decreased $33,000 or .4% from 1999 to 1998.
The  decrease  was due to a decline of 13 basis points in the rate earned on the
average balance of interest earning assets offset by an increase of $1.5 million
in the average balance of interest earning assets.

Interest  Expense.  Interest  expense  was $3.8  million,  or  4.71% of  average
interest-bearing  liabilities, for the year ended September 30, 1999 as compared
to $3.9  million,  or 4.97% of  average  interest-bearing  liabilities,  for the
corresponding  period in 1998.  The decrease in interest  expense of $84,000 was
the result of a 26 basis point decrease in the average rate paid on the deposits
offset by the  increase  of $2.6  million in the  average  balance  of  interest
bearing  deposits  for the year ended  September  30, 1999  compared to the same
period in 1998.

Provision for Loan Losses. The provision for loan losses was $35,000 and $96,000
for the  years  ended  September  30,  1999 and 1998,  respectively.  Management
considers many factors in determining the necessary  levels of the allowance for
loan losses, including an analysis of specific loans in the portfolio, estimated
value of the  underlying  collateral,  assessment of general  trends in the real
estate  market,   delinquency  trends,   prospective   economic  and  regulatory
conditions,  inherent loss in the loan  portfolio,  and the  relationship of the
allowance for loan losses to outstanding  loans.  At September 30, 1999 and 1998
the  allowance  for loan  losses  represented  .41%  and  .38% of  total  loans,
respectively.

Non-Interest  Income.  Non-interest income amounted to $116,000 and $123,000 for
the years ended September 30, 1999 and 1998,  respectively.  The largest item in
non-interest income is service fees on loan and deposit accounts, which amounted
to $99,000 for 1999 and 1998.

                                       11
<PAGE>

Non-Interest Expense.  Non-interest expense increased  approximately $49,000, or
2.93%,  to $1.7  million for the year ended  September  30,  1999.  Non-interest
expense was 1.6% and 1.5% of average  assets for the years ended  September  30,
1999 and 1998,  respectively.  The increase of $49,000 was  primarily  due to an
increase of $15,000 in data  processing  expenses,  $6,000 in franchise tax, and
$28,000 in other operating expenses.  The increase of $15,000 in data processing
expenses is due to increased  services from the provider  related to Y2K changes
and item processing. The increase of $28,000 in other operating expenses was due
to increases in  advertising,  transfer  agent fees,  ATM expense and accounting
fees.

Income  Tax  Expense.   The  provision  for  income  tax  expense   amounted  to
approximately  $777,000 and $800,000 for the years ended  September 30, 1999 and
1998,  respectively.  The  provision  for income tax expense as a percentage  of
income before income tax expenses amounted to 34.0% and 35.9% for 1999 and 1998,
respectively.


COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2000 AND 1999

The Company's  consolidated  assets  increased $7.0 million,  or 6.3%, to $117.4
million at September 30, 2000 compared to $110.4  million at September 30, 1999.
Cash and cash equivalents decreased $5.3 million, securities  available-for-sale
increased  $159,000,   securities  held-to-maturity  decreased  $405,000,  loans
increased  $11.8 million,  and other  non-interest  earning assets  increased by
$722,000.

Securities  classified  as  available-for-sale  are  carried at market  value in
accordance with SFAS No. 115,  "Accounting  for Certain  Investments in Debt and
Equity Securities." Securities  available-for-sale increased $159,000 due to the
increase in fair value of such securities. Securities held-to-maturity decreased
$405,000 due to the call of three debt  securities  backed by a U.S.  Government
Agency offset by the purchase of two debt securities backed by a U.S. Government
Agency.

Loans receivable increased $11.8 million or 13.3% to $100.9 million at September
30,  2000 from $89.1  million at  September  30,  1999.  The growth in  interest
bearing   deposits  of  $4.5   million,   the   decrease  of  $5.3   million  of
interest-bearing  deposits  in banks,  and FHLB  advances of $3.5  million  were
primarily used to fund the growth in the loan portfolio.  The growth in the loan
portfolio was primarily due to the increase of one to four-family  mortgage loan
of $9.2 million,  construction  loans of $1.3 million,  and commercial  loans of
$2.1  million.  The growth in the loan  portfolio  was  primarily  the result of
strong performance by the loan production staff.

Liabilities of the Company increased $8.0 million,  or 9.4%, to $92.2 million at
September 30, 2000 compared to $84.2 million at September 30, 1999. The increase
in  liabilities  was  primarily due to the increase in deposits of $4.5 million,
reflecting management's success in attracting depositors within the local market
area, plus a $3.5 million  increase in FHLB advances.  The most significant area
of increase in deposits was in the Certificate of Deposits,  which reached $70.3
million at September 30, 2000,  an increase of $5.8 million,  from $64.5 million
at September 30, 1999.

Stockholder's  equity was $25.2  million at  September  30,  2000 and  decreased
approximately  $980,000 from the balance at September 30, 1999. The decrease was
due to the repurchase of common stock totaling $1.1 million plus the declaration
of dividends  totaling  $1.3 million  offset by net income of $1.1  million,  an
increase of $105,000 in accumulated other comprehensive income, plus an increase
of $139,000 due to ESOP shares released from collateral in 2000.

Liquidity

The liquidity of the Company  depends  primarily on the dividends  paid to it as
the sole  shareholder  of the Bank. The payment of cash dividends by the Bank on
its common  stock is limited by  regulations  of the OTS,  which are tied to the
Bank's level of compliance with its regulatory capital requirements.

                                       12
<PAGE>

The Bank's primary sources of funds are deposits and proceeds from principal and
interest  payments of loans.  Additional  sources of liquidity are advances from
the FHLB of Cincinnati and other borrowings. At September 30, 2000, the Bank had
$3.5  million  in  advances  from FHLB.  The Bank  utilizes  FHLB of  Cincinnati
borrowings  during  periods  when  management  of the Bank  believes  that  such
borrowings provide a source of funds at a lower cost than deposit accounts,  and
when the Bank desires liquidity in order to help expand its loan portfolio.

The Company's  operating  activities produced positive cash flows for the fiscal
years  ended  September  30,  2000,  1999,  and 1998.  Net cash  from  operating
activities  for 2000 totaled $1.1 million,  as compared to $1.7 million for 1999
and $1.6 million for 1998.

Net cash  used by  investing  activities  for 2000  totaled  $12.0  million,  as
compared to $21,000 for 1999 and $3.7  million for 1998.  The  increase of $12.0
million for 2000 was mainly  attributed to net increases in loans.  The decrease
of $3.7 million for 1999 was mainly attributed to a net decrease in purchases of
investment securities held-to-maturity.

Net cash from financing  activities for the year ended December 31, 2000 totaled
$5.6 million,  as compared to cash used by financing  activities of $1.4 million
for 1999 and $2.4  million for 1998.  The  increase of $7.0 million in cash from
financing  activities  for 2000  was a  result  of a $1.4  million  increase  in
deposits,  additional  short-term  debt  of  $3.5  million,  and a $2.1  million
decrease  in stock  repurchases.  The  increase  of $1.0  million  in cash  from
financing  activities  for 1999  was a  result  of a $2.6  million  increase  in
deposits offset by a $1.6 million increase in stock repurchases.

The Bank's  most  liquid  assets are cash and  cash-equivalents,  which  include
investments in highly liquid, short-term investments.  At September 30, 2000 and
1999,  cash  and  cash  equivalents  totaled  $3.0  million  and  $8.4  million,
respectively.

At September 30, 2000,  the Bank had $47.5 million in  certificates  of deposits
due  within  one year  and  $19.4  million  due  between  one and  three  years.
Management believes, based on past experience, that the Bank will retain much of
the deposits or replace them with new deposits or  borrowings.  At September 30,
2000,  the  Bank  had $1.1  million  in  outstanding  commitments  to  originate
mortgages.   The  Bank  intends  to  fund  these   commitments  with  short-term
investments and proceeds from loan repayments.

OTS regulations  require that the Bank maintain  specified  levels of liquidity.
Liquidity  is measured as a ratio of cash and  certain  investments  to deposits
subject to withdrawal.  The minimum level of liquidity required by regulation is
presently 4.0%. The Bank's liquidity ratio at September 30, 2000, 1999, and 1998
was 11.08%, 23.21%, and 27.34%, respectively.

Impact of Inflation and Changing Prices

The consolidated  financial  statements and notes thereto  presented herein have
been prepared in accordance with generally accepted accounting principles, which
require the measurement of financial  position and operating results in terms of
historical  dollars without  considering  the change in the relative  purchasing
power of money  over  time and due to  inflation.  The  impact of  inflation  is
reflected  in the  increased  cost  of the  Company's  operations.  Unlike  most
industrial  companies,  nearly all the assets and liabilities of the Company are
monetary in nature.  As a result,  interest  rates have a greater  impact on the
Company's  performance  than do the  effects  of  general  levels of  inflation.
Interest  rates do not  necessarily  move in the same  direction  or to the same
extent as the price of goods and services.

                                       13
<PAGE>
                      MILLER, MAYER, SULLIVAN & STEVENS LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                     "INNOVATORS OF SOLUTION TECHNOLOGY"(sm)


                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Harrodsburg First Financial Bancorp, Inc.
Harrodsburg, Kentucky


We have audited the  accompanying  consolidated  balance  sheets of  Harrodsburg
First Financial  Bancorp,  Inc. and Subsidiary as of September 30, 2000 and 1999
and the related  consolidated  statements of income,  stockholders'  equity, and
cash flows for each of the years in the three year period  ended  September  30,
2000. These  consolidated  financial  statements are the  responsibility  of the
management  of  Harrodsburg  First  Financial  Bancorp,   Inc.  (Company).   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Harrodsburg First
Financial  Bancorp,  Inc. and  Subsidiary as of September 30, 2000 and 1999, and
the  results of their  operations  and their cash flows for each of the years in
the three year period ended  September  30, 2000 in  conformity  with  generally
accepted accounting principles.

/s/Miller, Mayer, Sullivan & Stevens, LLP

Lexington, Kentucky
November 9, 2000

                                                                  (859) 223-3095
2365 HARRODSBURG ROAD      LEXINGTON, KENTUCKY 40504-3399    FAX: (859) 223-2143

                                       14
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           September 30, 2000 and 1999
                            ------------------------
<TABLE>
<CAPTION>



ASSETS                                                                               2000               1999
                                                                               -----------------      --------------
<S>                                                                               <C>                 <C>
Cash and due from banks                                                            $     564,340       $    541,527
Interest bearing deposits                                                              2,466,827          7,808,786
Securities available-for-sale at fair value                                            4,167,377          4,008,576
Securities held-to-maturity, fair value of $6,731,799 and
  $7,150,839 for 2000 and 1999, respectively                                           6,826,520          7,231,745
Loans receivable, net                                                                100,881,267         89,061,610
Accrued interest receivable                                                              656,057            618,854
Premises and equipment, net                                                            1,735,162          1,055,196
Other assets                                                                              95,092             89,837
                                                                               -----------------      --------------
         Total assets                                                               $117,392,642       $110,416,131
                                                                               =================      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                            $ 86,473,131       $ 82,018,317
Advances from Federal Home Loan Bank                                                   3,500,000
Advance payments by borrowers for taxes and insurance                                     87,979             80,865
Deferred Federal income tax                                                            1,488,806          1,395,875
Dividends payable                                                                        445,902            468,701
Other liabilities                                                                        155,973            232,139
                                                                               -----------------      --------------
         Total liabilities                                                            92,151,791         84,195,897
                                                                               -----------------      --------------

Stockholders' equity
  Common stock, $0.10 par value, 5,000,000 shares authorized;
    1,498,015 and 1,573,142 shares issued and outstanding at
    June 30, 2000 and 1999, respectively.                                                218,213            218,213
  Additional paid-in capital                                                          21,215,999         21,194,168
  Retained earnings, substantially restricted                                         11,038,055         11,187,966
  Accumulated other comprehensive income                                               2,700,651          2,595,842
  Treasury stock, 568,050  and 481,250 shares, at cost, for 2000                      (8,771,467)        (7,698,625)
    and 1999, respectively
  Unallocated employee stock ownership plan (ESOP) shares                             (1,160,600)        (1,277,330)
                                                                               -----------------      --------------
         Total stockholders' equity                                                   25,240,851         26,220,234
                                                                               -----------------      --------------
         Total liabilities and stockholders' equity                                $ 117,392,642       $110,416,131
                                                                               =================      ==============

</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       15
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
             for the years ended September 30, 2000, 1999, and 1998
                            ------------------------

<TABLE>
<CAPTION>
                                                                        2000            1999            1998
                                                                   ---------------  -------------- ----------------
<S>                                                                 <C>             <C>              <C>
Interest income:
         Interest on loans                                             $7,339,869      $6,757,256       $6,549,702
         Interest and dividends on securities                             499,807         552,243          769,604
         Other interest income                                            211,530         435,817          459,484
                                                                   ---------------  -------------- ----------------
                  Total interest income                                 8,051,206       7,745,316        7,778,790
                                                                   ---------------  -------------- ----------------
Interest expense:
         Interest on deposits                                           4,111,095       3,812,626        3,897,383
Interest on other borrowings                                               38,613
                                                                   ---------------  -------------- ----------------
Total interest expense                                                  4,149,708       3,812,626        3,897,383
                                                                   ---------------  -------------- ----------------
Net interest income                                                     3,901,498       3,932,690        3,881,407
Provision for loan losses                                                  15,000          35,000           96,631
                                                                   ---------------  -------------- ----------------
Net interest income after provision for loan losses                     3,886,498       3,897,690        3,784,776
                                                                   ---------------  -------------- ----------------
Non-interest income:
         Loan and other service fees, net                                  93,373          99,932           99,189
         Other                                                             19,518          16,330           23,594
                                                                   ---------------  -------------- ----------------
                                                                          112,891         116,262          122,783
                                                                   ---------------  -------------- ----------------
Non-interest expense:
         Compensation and benefits                                      1,210,783         934,838          940,119
         Occupancy expenses, net                                          202,531         144,784          138,310
         Federal and other insurance premiums                              25,731          48,297           51,062
         Data processing expenses                                         177,088         135,063          119,365
         State franchise tax                                              130,920         124,034          117,096
         Other operating expenses                                         514,145         341,400          313,313
                                                                   ---------------  -------------- ----------------
                                                                        2,261,198       1,728,416        1,679,265
                                                                   ---------------  -------------- ----------------
Income before income tax expense                                        1,738,191       2,285,536        2,228,294
Income tax expense                                                        590,951         777,074          799,620
                                                                   ---------------  -------------- ----------------
Net income                                                             $1,147,240      $1,508,462       $1,428,674
                                                                   ===============  ============== ================
Basic earnings per common share                                        $      .76      $      .94       $     0.79
                                                                   ===============  ============== ================
Diluted earnings per common share                                      $      .76      $      .94       $     0.79
                                                                   ===============  ============== ================
Weighted average common shares outstanding during the year              1,512,921       1,609,855        1,811,551
                                                                   ===============  ============== ================
Weighted average common shares after dilutive
         effect outstanding during the year                             1,512,921       1,609,855        1,813,229
                                                                   ===============  ============== ================
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       16
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             for the years ended September 30, 2000, 1999, and 1998
                            ------------------------

<TABLE>
<CAPTION>

                                                                      Accumulated
                                         Additional                      Other                      Unallocated       Total
                             Common       Paid-In       Retained     Comprehensive      Treasury       ESOP        Stockholders'
                             Stock        Capital       Earnings         Income          Stock        Shares          Equity
                             --------- -------------- -------------  -------------- -------------- -----------------------------
<S>                         <C>         <C>            <C>             <C>          <C>            <C>             <C>
Balance, September 30, 1997  $218,213    $21,077,239    $11,037,504     $1,743,634   $(2,790,826)   $(1,512,940)    $29,772,824
                                                                                                                 ---------------
  Comprehensive income:
    Net income                                            1,428,674                                                   1,428,674
    Other comprehensive income,
      net of tax unrealized
      gains on securities                                                  731,373                                      731,373
                                                                                                                 ---------------
  Total comprehensive income                                                                                          2,160,047
  Dividend declared                                      (1,462,999)                                                 (1,462,999)
  ESOP shares earned in 1998                  76,890                                                     121,540        198,430
  Purchase of 101,238 shares
    of common stock                                                                   (1,686,689)                    (1,686,689)
                             --------- -------------- -------------  -------------- -------------- -----------------------------
Balance, September 30, 1998   218,213     21,154,129     11,003,179      2,475,007    (4,477,515)    (1,391,400)     28,981,613
                                                                                                                 ---------------
  Comprehensive income:
    Net income                                            1,508,462                                                   1,508,462
    Other comprehensive income,
      net of tax unrealized
      gains on securities                                                  120,835                                      120,835
                                                                                                                 ---------------
  Total comprehensive income                                                                                          1,629,297
  Dividend declared                                      (1,323,675)                                                 (1,323,675)
  ESOP shares earned in 1999                  40,039                                                     114,070        154,109
  Purchase of 222,643 shares
    of common stock                                                                   (3,221,110)                    (3,221,110)
                             --------- -------------- -------------  -------------- -------------- -----------------------------
Balance, September 30, 1999   218,213     21,194,168     11,187,966      2,595,842    (7,698,625)    (1,277,330)     26,220,234
                                                                                                                 ---------------
  Comprehensive income:
    Net income                                            1,147,240                                                   1,147,240
    Other comprehensive income,
      net of tax unrealized
      gains on securities                                                  104,809                                      104,809
                                                                                                                 ---------------
  Total comprehensive income                                                                                          1,252,049
  Dividend declared                                      (1,297,151)                                                 (1,297,151)
  ESOP shares earned in 2000                  21,831                                                     116,730        138,561
  Purchase of 86,800 shares
    of common stock                                                                   (1,072,842)                    (1,072,842)
                             --------- -------------- -------------  -------------- -------------- -----------------------------
Balance, September 30, 2000  $218,213    $21,215,999    $11,038,055     $2,700,651   $(8,771,467)   $(1,160,600)    $25,240,851
                             ========= ============== =============  ============== ============== =============================

</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       17
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             for the years ended September 30, 2000, 1999, and 1998
                            ------------------------

<TABLE>
<CAPTION>
                                                                 2000            1999            1998
                                                            ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
Operating activities

Net income                                                  $  1,147,240    $  1,508,462    $  1,428,674
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses                                         15,000          35,000          96,631
Provision for depreciation                                       101,988          68,042          70,809
         ESOP benefit expense                                    138,561         154,109         198,430
         Amortization of loan fees                               (74,267)        (66,649)        (65,361)
         Amortization of investment premium (discount)              (128)         (3,055)          4,349
Loss on sale of fixed asset                                                        3,397
FHLB stock dividend                                             (109,400)        (99,900)        (95,400)
Change in:
  Interest receivable                                            (37,204)         41,944         (19,474)
  Interest payable                                                 2,952           1,004            (437)
  Accrued liabilities                                            (94,171)        113,602         (48,615)
  Prepaid expense                                                 (5,253)          4,209         (17,275)
           Income taxes payable                                   53,992         (64,567)         17,790
                                                            ------------    ------------    ------------
         Net cash provided by operating activities             1,139,310       1,695,598       1,570,121
                                                            ------------    ------------    ------------
Investing activities

Net (increase) decrease in loans                             (11,760,389)     (3,758,057)     (4,041,896)
Maturity of certificates of deposit                                                              600,000
Purchase of securities held-to-maturity                       (1,000,000)     (2,500,000)     (5,000,000)
Call of security held-to-maturity                              1,500,000       6,500,000       5,000,000
Principle repayments - mortgage back securities                   14,753          12,018          14,847
Purchase of fixed assets                                        (781,955)       (274,512)       (266,735)
                                                            ------------    ------------    ------------
         Net cash provided (used) by investing activities    (12,027,591)        (20,551)     (3,693,784)
                                                            ------------    ------------    ------------
</TABLE>
                                  (Continued)

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

                                       18
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
             for the years ended September 30, 2000, 1999, and 1998
                            ------------------------


<TABLE>
<CAPTION>
                                                                 2000            1999            1998
                                                            ------------    ------------    ------------
<S>                                                        <C>              <C>              <C>
Financing activities

Net increase (decrease) in demand deposits,                   (1,355,666)      1,191,312        (378,672)
NOW accounts and savings accounts
Net increase (decrease) in certificates of deposit             5,810,478       1,831,362         745,111
Net increase (decrease) in custodial accounts                      7,114           9,017           5,779
Purchase of treasury stock                                    (1,072,842)     (3,221,110)     (1,686,689)
Proceeds from FHLB borrowings                                  3,500,000
Payment of dividends                                          (1,319,949)     (1,209,420)     (1,108,554)
                                                            ------------    ------------    ------------
         Net cash provided (used) by financing activities      5,569,135      (1,398,839)     (2,423,025)
                                                            ------------    ------------    ------------
         Increase (decrease) in cash and cash equivalents     (5,319,146)        276,208      (4,546,688)
Cash and cash equivalents, beginning of year                   8,350,313       8,074,105      12,620,793
                                                            ------------    ------------    ------------
Cash and cash equivalents, end of year                      $  3,031,167    $  8,350,313    $  8,074,105
                                                            ============    ============    ============
Supplemental Disclosures
Cash payments for:
Interest on deposits                                        $  4,146,756    $  3,811,622    $  3,897,821
Income taxes                                                $    630,000    $    745,000    $    830,000

</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       19
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

1.   Summary of Significant Accounting Policies

           On September 29, 1995, Harrodsburg First Financial Bancorp, Inc. sold
           through a public offering 2,182,125 shares of common stock at a price
           of $10 per share in connection  with the  conversion  of  Harrodsburg
           First Federal Savings and Loan Association from a federally chartered
           mutual savings and loan  association to a federally  chartered  stock
           savings bank,  and the  simultaneous  formation of a savings and loan
           holding company. In the conversion, Harrodsburg First Federal Savings
           and Loan  Association  changed its name to First Federal Savings Bank
           of Harrodsburg.  Effective January 1, 2000, the Bank name was changed
           to First Financial Bank (Bank).

           The Company's articles of incorporation  authorize the issuance of up
           to  500,000  shares of  preferred  stock,  which  may be issued  with
           certain  rights  and  preferences.  As  of  September  30,  2000,  no
           preferred stock has been issued.

           The Company is a  corporation  organized  under the laws of Delaware.
           The Company is a savings and loan holding  company  whose  activities
           are primarily limited to holding the stock of the Bank. The Bank is a
           federally  chartered  stock  savings bank and a member of the Federal
           Home  Loan  Bank  System.  As a member  of this  system,  the Bank is
           required to maintain an  investment  in capital  stock of the Federal
           Home Loan Bank of  Cincinnati  (FHLB) in an amount  equal to at least
           the  greater  of 1%  of  its  outstanding  loan  and  mortgage-backed
           securities,  or 5% of outstanding  FHLB  advances.  The Bank met this
           requirement at December 31, 2000 and 1999.

           The Bank  conducts a general  banking  business  in central  Kentucky
           which  primarily  consists of  attracting  deposits  from the general
           public  and  applying  those  funds to the  origination  of loans for
           residential,   consumer,  and  nonresidential  purposes.  The  Bank's
           profitability  is  significantly  dependent on net  interest  income,
           which  is the  difference  between  interest  income  generated  from
           interest-earning assets (i.e. loans and investments) and the interest
           expense paid on interest-bearing  liabilities (i.e. customer deposits
           and borrowed funds).  Net interest income is affected by the relative
           amount of interest-earning  assets and  interest-bearing  liabilities
           and the  interest  received or paid on these  balances.  The level of
           interest  rates  paid or  received  by the Bank can be  significantly
           influenced by a number of environmental factors, such as governmental
           monetary policy, that are outside of management's control.

           The  consolidated  financial  information  presented  herein has been
           prepared in accordance with generally accepted accounting  principles
           (GAAP) and general accounting practices within the financial services
           industry.   In  preparing   consolidated   financial   statements  in
           accordance  with GAAP,  management is required to make  estimates and
           assumptions   that  affect  the   reported   amounts  of  assets  and
           liabilities  and the disclosure of contingent  assets and liabilities
           at the date of the  financial  statements  and  revenues and expenses
           during the reporting  period.  Actual  results could differ from such
           estimates.

                                       20
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            -----------------------

           The  following is a summary of the Company's  significant  accounting
           policies which have been  consistently  applied in the preparation of
           the accompanying consolidated financial statements.

           Principles of Consolidation.  The consolidated  financial  statements
           include the accounts of the Company,  the Bank, and the Bank's wholly
           owned subsidiary, Harrodsburg Savings & Loan Service Corporation. All
           significant   intercompany   accounts  and  transactions   have  been
           eliminated.

           Loan Origination Fees. The Bank accounts for loan origination fees in
           accordance  with SFAS No. 91 "Accounting for  Nonrefundable  Fees and
           Costs  Associated  with  Originating  or Acquiring  Loans and Initial
           Direct Cost of Leases."  Pursuant to the  provisions  of SFAS No. 91,
           origination  fees  received  from  loans,  net of direct  origination
           costs,  are  deferred  and  amortized  to interest  income  using the
           level-yield  method,   giving  effect  to  actual  loan  prepayments.
           Additionally,  SFAS No. 91 generally  limits the  definition  of loan
           origination  costs to the direct costs  attributable to originating a
           loan, i.e.,  principally  actual  personnel costs.  Fees received for
           loan  commitments  that are  expected to be drawn upon,  based on the
           Bank's  experience  with  similar   commitments,   are  deferred  and
           amortized  over the life of the loan  using the  level-yield  method.
           Fees for other loan  commitments  are deferred and amortized over the
           loan commitment period on a straight-line basis.

           Investment Securities.  Investment securities that management has the
           intent  and  ability  to  hold  to   maturity   are   classified   as
           held-to-maturity,  and carried at cost,  adjusted for amortization of
           premium or accretion of discount over the term of the security, using
           the level yield method.  Included in this category of  investments is
           the  FHLB  stock  which  is  a  restricted  stock  carried  at  cost.
           Securities   available-for-sale   are   carried   at  market   value.
           Adjustments  from  amortized  cost to market  value are  recorded  in
           stockholders'  equity net of deferred income tax until realized.  The
           identified  security  method is used to determine  gains or losses on
           sales of securities.

           Regulations  require  the Bank to maintain an amount of cash and U.S.
           government  and  other  approved  securities  equal  to a  prescribed
           percentage  (4% at September  30, 2000 and 1999) of deposit  accounts
           (net of loans secured by deposits)  plus  short-term  borrowings.  At
           September 30, 2000 and 1999, the Bank met these requirements.

           Federal Home Loan Mortgage  Corporation  Stock.  On December 6, 1984,
           the Federal  Home Loan  Mortgage  Corporation  created a new class of
           participating preferred stock. The preferred stock was distributed to
           the twelve district banks of the Federal Home Loan Banking System for
           subsequent  distribution  to  their  member  institutions.  The  Bank
           received  1,606 shares of the stock and recorded it at its fair value
           of $40 per share as of December 31, 1984. The fair value of the stock
           recognized  as of December  1984 became its cost.  The stock has been
           subsequently  classified as available-for-sale  and carried at market
           value.

           Office Properties and Equipment.  Office properties and equipment are
           stated  at  cost  less  accumulated  depreciation.   Depreciation  is
           computed  using the  straight  line  method and the double  declining
           balance method over the estimated useful lives of the related assets.
           The gain or loss on the sales of property  and  equipment is recorded
           in the year of disposition.

           Real  Estate  Owned.  Real estate  owned is  generally  comprised  of
           property acquired through foreclosure or deed in lieu of foreclosure.
           Foreclosed  real estate is initially  recorded at fair value,

                                   (Continued)
                                       21
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            -----------------------

           net of selling  expenses,  establishing  a new cost  basis.  Expenses
           relating to holding property,  including  interest  expense,  are not
           capitalized.  These expenses are charged to  operations  as incurred.
           After  foreclosure,   valuations   are   periodically   performed  by
           management, and the real  estate is carried at the lower of  carrying
           amount or fair value less estimated selling expenses.

           Loans Receivable. Loans receivable are stated at the principal amount
           outstanding  less the allowance for loan losses and net deferred loan
           fees.  The  Bank  has  adequate  liquidity  and  capital,  and  it is
           generally management's intention to hold such assets to maturity.

           The  allowance  for loan losses is increased by charges to income and
           decreased by charge-offs (net of recoveries).  Management's  periodic
           evaluation  of the  adequacy of the  allowance is based on the Bank's
           past loan loss experience, known and inherent risks in the portfolio,
           adverse  situations  that may affect the  borrower's  ability to pay,
           estimated value of any underlying  collateral,  and current  economic
           conditions.  While  management uses the best  information  available,
           future   adjustments   may  be   necessary   if   conditions   differ
           substantially  from assumptions used in management's  evaluation.  In
           addition,  various regulatory agencies,  as an integral part of their
           examination  process,  periodically  review  the  allowance  for loan
           losses and may require  additions  to the  allowances  based on their
           judgment  about  information  available  to them at the time of their
           examination.

           Interest earned on loans receivable is recorded in the period earned.
           Uncollectible  interest on loans that are  contractually  past due is
           charged off or an  allowance  is  established  based on  management's
           periodic  evaluation.  The  allowance is  established  by a charge to
           interest income equal to all interest previously accrued,  and income
           is  subsequently  recognized  only to the extent  cash  payments  are
           received until, in management's  judgment,  the borrower's ability to
           make periodic  interest and principal  payments is back to normal, in
           which case the loan is returned to accrual status.

           The Bank accounts for the  impairment  of a loan in  accordance  with
           SFAS No. 114,  Accounting by Creditors  for  Impairment of a Loan, as
           amended  by  SFAS  No.  118  as to  certain  income  recognition  and
           disclosure  provisions.   These  accounting  standards  require  that
           impaired  loans be measured  based upon the present value of expected
           future cash flows discounted at the loan's  effective  interest rate,
           or as an alternative,  at the loan's  observable market price or fair
           value of the  collateral.  A loan is  defined  under  SFAS No. 114 as
           impaired  when,  based  on  current  information  and  events,  it is
           probable  that a creditor  will be unable to collect  all amounts due
           according to the contractual terms of the loan agreement. In applying
           the  provisions of SFAS No. 114, the Bank considers its investment in
           one-to-four family  residential loans and consumer  installment loans
           to be homogenous and therefore excluded from separate  identification
           for evaluation of impairment.  With respect to the Bank's  investment
           in impaired  multi-family and  nonresidential  loans,  such loans are
           collateral  dependent,  and as a result,  are  carried as a practical
           expedient  at the lower of cost or fair value.  Collateral  dependent
           loans when put in  non-accrual  status are  considered  to constitute
           more  than a  minimum  delay  in  repayment  and  are  evaluated  for
           impairment under SFAS No. 114 at that time.

           Deposits.  The Bank's deposits are insured by the Savings Association
           Insurance Fund ("SAIF"), which is administered by the Federal Deposit
           Insurance  Corporation  ("FDIC").

           Income Taxes.  The  Company  accounts  for  federal  income  taxes in
           accordance  with  the  provisions  of  SFAS No. 109, "Accounting  for
           Income Taxes." SFAS No. 109 established financial accounting

                                  (Continued)
                                       22
<PAGE>

            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            -----------------------

           and reporting  standards  for the effects of income taxes that result
           from the Company's activities  within the current and previous years.
           Pursuant to the provisions  of SFAS No. 109, a deferred tax liability
           or deferred tax asset is computed by applying  the current  statutory
           tax rates to net taxable or  deductible  differences  between the tax
           basis  of an  asset or  liability  and  its  reported  amount  in the
           financial  statements  that  will  result  in  taxable  or deductible
           amounts in future  periods.  Deferred tax assets are recorded only to
           the extent that the amount of net deductible temporary differences or
           carryforward   attributes  may  be  utilized  against current  period
           earnings,  carried back against prior years  earnings, offset against
           taxable  temporary  differences  reversing  in  future   periods,  or
           utilized to the extent of  management's  estimate  of future  taxable
           income. A valuation  allowance is provided for deferred tax assets to
           the extent that the value of net deductible temporary differences and
           carryforward   attributes  exceeds  management's estimates  of  taxes
           payable  on  future  taxable  income.  Deferred tax  liabilities  are
           provided on the total amount of net temporary differences  taxable in
           the future.

           The Company files a  consolidated  federal income tax return with the
           Bank.  The current income tax expense or benefit is allocated to each
           Corporation  included in the  consolidated  tax return based on their
           tax expense or benefit computed on a separate return basis.

           Employee Stock Ownership  Plan.  Shares of common stock issued to the
           Company's employee stock ownership plan (ESOP) are initially recorded
           as unearned ESOP shares in the stockholders' equity at the fair value
           of the shares at the date of the issuance of the plan.  As shares are
           committed to be released as  compensation  to employees,  the Company
           reduces  the  carrying  value  of the  unearned  shares  and  records
           compensation expense equal to the current value of the shares.

           Cash and Cash  Equivalents.  For purposes of  reporting  consolidated
           cash  flows,  the Bank  considers  cash,  balances  with  banks,  and
           interest  bearing  deposits  in  other  financial  institutions  with
           original maturities of three months or less to be cash equivalents.

           Earnings Per Share. Earnings per common share is computed by dividing
           income  available  to common  shareholders  by the  weighted  average
           number of common shares outstanding  during the period.  Earnings per
           common share - assuming dilution reflects the potential dilution that
           could occur if  securities  or other  contracts to issue common stock
           were  exercised  or  converted  into common  stock or resulted in the
           issuance of common  stock,  that then  shared in the  earnings of the
           Company.

           Effect of Implementing New Accounting Standards. In October 1998, the
           FASB issued SFAS No. 134,  "Accounting for Mortgage-Backed Securities
           Retained after the Securitization of Mortgage Loans Held for Sale  by
           a Mortgage Banking  Enterprise."  SFAS No. 134 amends  accounting and
           reporting  standards  for  certain  activities  of  mortgage  banking
           enterprises that were  established  by SFAS No. 65. This statement is
           effective for the first fiscal quarter  beginning  after December 15,
           1998.  The  Company  adopted SFAS No.  134 on January 1, 1999 with no
           material  affect on the  Company's financial  position  or  operating
           results.

           The Corporation adopted SFAS 130, Reporting  Comprehensive Income, as
           of October 1, 1998.  Accounting  principles  generally  require  that
           recognized  revenue,  expenses,  gains and losses be  included in net
           income.  Although certain changes in assets and liabilities,  such as
           unrealized  gains

                                  (Continued)
                                       23
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

           and losses  on  available-for-sale  securities,  are  reported  as  a
           separate component of the equity section of the balance  sheet,  such
           items, along with net income are components of comprehensive  income.
           The  adoption  of  SFAS 130  had  no  effect on the Corporation's net
           income or shareholder's  equity.The components of other comprehensive
           income is presented in the consolidated  statements of  stockholders'
           equity.

           In June of  1998,  the FASB  issued  SFAS No.  133,  "Accounting  for
           Derivative  Instruments  and  Hedging  Activities."  SFAS No. 133 (as
           amended by SFAS No. 137)  established a new model for  accounting for
           derivatives and hedging activities and supersedes and amends a number
           of existing  standards.  SFAS No. 133 is  effective  for fiscal years
           beginning  after June 15, 2000, but earlier  application is permitted
           as of the  beginning  of any fiscal  quarter  subsequent  to June 15,
           1998. Upon the statement's initial  application,  all derivatives are
           required to be recognized in the statement of financial  condition as
           either assets or liabilities and measured at fair value. In addition,
           all  hedging  relationships  must  be  designated,   reassessed,  and
           documented  pursuant to the  provisions of SFAS No. 133.  Adoption of
           SFAS No. 133 is not expected to have a material  financial  statement
           impact on the Company's  financial  condition or operating results as
           the Company did not hold derivative securities at September 30, 2000.

           Reclassification.   Certain   presentations  of  accounts  previously
           reported  have  been  reclassified  in these  consolidated  financial
           statements.  Such  reclassifications  had no effect on net  income or
           retained income as previously reported.

                                  (Continued)
                                       24
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

2.   Investment Securities

           The cost and estimated  fair value of securities  held by the Bank as
           of September 30, 2000 and 1999 are summarized as follows:
<TABLE>
<CAPTION>
                                                                            2000
                                                   --------------------------------------------------------
                                                                      Gross       Gross
                                                       Amortized    Unrealized  Unrealized        Fair
                                                         Cost         Gains       Losses          Value
                                                   -------------    ----------     ----------    ----------
<S>                                                 <C>                 <C>       <C>         <C>
Securities, available-for-sale:
  Federal Home Loan Mortgage, capital
    stock, 77,088 shares                              $   75,482    $4,091,895     $             $4,167,377
                                                   =============    ==========     ==========    ==========
Securities, held-to-maturity:
  Debt Securities:
    U.S. Government and Federal Agencies              $5,000,000    $              $   90,240    $4,909,760
    Municipal bonds                                      213,595                        4,899       208,696
                                                   -------------    ----------     ----------    ----------
                                                       5,213,595                       95,139     5,118,456
                                                   -------------    ----------     ----------    ----------
  Mortgage-backed Securities                              25,125           418                       25,543
                                                   -------------    ----------     ----------    ----------
  Federal Home Loan
    Bank of Cincinnati, capital stock - 15,878
      shares                                           1,587,800                                  1,587,800
                                                   -------------    ----------     ----------    ----------
                                                      $6,826,520    $      418     $   95,139    $6,731,799
                                                   =============    ==========     ==========    ==========
</TABLE>

                                  (Continued)
                                       25
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------
<TABLE>
<CAPTION>
                                                                            1999
                                                   --------------------------------------------------------
                                                                      Gross       Gross
                                                       Amortized    Unrealized  Unrealized        Fair
                                                         Cost         Gains       Losses          Value
                                                   -------------    ----------  -------------   -----------
<S>                                                 <C>           <C>         <C>             <C>
Securities, available-for-sale:
  Federal Home Loan Mortgage, capital
    stock, 77,088 shares                              $   75,482    $3,933,094  $               $4,008,576
                                                   =============    ==========  =============   ===========
Securities, held-to-maturity:
  Debt Securities:
    U.S. Government and Federal Agencies              $5,500,000    $           $    77,896     $5,422,104
    Municipal bonds                                      213,467                      3,724        209,743
                                                   -------------    ----------  -------------   -----------
                                                       5,713,467                     81,620      5,631,847
                                                   -------------    ----------  -------------   -----------
  Mortgage-backed Securities                              39,878           714                      40,592
                                                   -------------    ----------  -------------   -----------
  Federal Home Loan
    Bank of Cincinnati, capital stock - 14,784
      shares                                           1,478,400                                 1,478,400
                                                   -------------    ----------  -------------   -----------
                                                      $7,231,745    $      714  $    81,620     $7,150,839
                                                   =============    ==========  =============   ===========
</TABLE>

           The amortized cost and estimated  market value of debt  securities at
           September 30, 2000, by contractual maturity, are as follows:
<TABLE>
<CAPTION>
                                                                                               Estimated
                                                                           Amortized             Market
                                                                              Cost               Value
                                                                      -----------------   -----------------
<S>                                                                       <C>                 <C>
Due after one year through five years                                       $5,104,864          $5,012,727
Due after five through ten years                                               108,731             105,729
                                                                      -----------------   -----------------
                                                                            $5,213,595          $5,118,456
                                                                      =================   =================
</TABLE>
           In accordance  with the  requirements of SFAS No. 115 "Accounting for
           Certain  Investments in Debt and Equity  Securities,"  the unrealized
           gain on securities  available-for-sale  of $4,091,895 net of deferred
           income taxes of $1,391,244 has been recorded as a separate  component
           of stockholders' equity as of September 30, 2000.

           For the year ended  September 30, 2000, the Bank received  $1,500,000
           from  the  maturity  of  three  debt  securities  backed  by  a  U.S.
           Government Agency, which were classified as held-to-maturity. For the
           year ended September 30, 1999, the Bank received  $6,500,000 from the
           call of thirteen debt securities backed by a U.S.  Government Agency,
           which  were  classified  as  held-to-maturity.  For  the  year  ended
           September 30, 1998, the Bank received $5,000,000 from the call of ten
           debt  securities  backed  by a U.S.  Government  agency,  which  were
           classified as held-to-maturity.

           Accrued  interest on investment  securities at September 30, 2000 and
           1999 totaled $70,115 and $84,798, respectively.

                                  (Continued)
                                       26
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

3.   Loans Receivable

          Loans  receivable,  net at September 30, 2000 and 1999 consists of the
          following:
<TABLE>
<CAPTION>
                                                                             2000               1999
                                                                       -----------------  -----------------
<S>                                                                      <C>                 <C>
Loans secured by first lien mortgages on real estate:
One-to-four residential property                                            $79,826,008        $70,638,534
         Multi-family residential property                                    2,941,035          3,720,015
         Commercial properties                                                7,296,226          5,148,023
         Construction                                                         6,318,800          4,121,550
         Agricultural                                                         4,244,881          4,541,585
Consumer loans:
Home equity                                                                   1,775,453          1,830,682
         Home improvement and personal                                        1,220,487          1,398,978
Auto loans                                                                      100,107
Commercial                                                                      337,215
Loans secured by savings deposits                                               550,870            484,317
                                                                       -----------------  -----------------
                                                                            104,611,082         91,883,684
Loans in process                                                             (2,947,154)        (2,041,995)
Provisions for loan losses                                                     (371,500)          (370,000)
Deferred loan origination fees                                                 (411,161)          (410,079)
                                                                       -----------------  -----------------
         Loans receivable, net                                             $100,881,267        $89,061,610
                                                                       =================  =================
</TABLE>

         The Bank has  concentrated its lending activity within a 45 mile radius
         of  Harrodsburg,  Kentucky.  Therefore,  a  substantial  portion of its
         debtors'  ability to honor their  contracts is dependent on the economy
         of this area.

         The Bank  provides an allowance to the extent  considered  necessary to
         provide for losses that may be incurred  upon the ultimate  realization
         of loans.  The changes in the  allowance for loan losses is analyzed as
         follows:
<TABLE>
<CAPTION>

                                                                         Year Ended September 30,
                                                              -----------------------------------------------
                                                                    2000            1999             1998
                                                              --------------  --------------   --------------
<S>                                                              <C>             <C>              <C>
Balance at beginning or period                                     $370,000        $335,000         $308,250
Additions charged to operations                                      15,000          35,000           96,631
Charge-offs                                                         (13,500)                         (73,084)
Recoveries                                                                                             3,203
                                                              --------------  --------------   --------------
Balance at end of period                                           $371,500        $370,000         $335,000
                                                              ==============  ==============   ==============
</TABLE>
                                  (Continued)
                                       27
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

          The following is a summary of  non-performing  loans (in thousands) at
          September 30, 2000, 1999, and 1998, respectively:

<TABLE>
<CAPTION>
                                                                              September 30,
                                                              -----------------------------------------------
                                                                  2000            1999             1998
                                                              --------------  --------------   --------------
<S>                                                         <C>             <C>              <C>
Non-accrual loans                                             $               $                $
Loans past due 90 days or more                                          517             281              489
                                                              --------------  --------------   --------------
Total non-performing loan balances                            $         517   $         281    $         489
                                                              ==============  ==============   ==============
</TABLE>

        At  September  30, 2000 and 1999,  the Bank had  identified  no impaired
        loans as defined  by SFAS No.  114.  There were no loans in  non-accrual
        status,  and as such,  all  interest  income  earned for the years ended
        September 30, 2000 and 1999 on the loans  outstanding  has been included
        in income.

        Accrued  interest  on  loans at  September  30,  2000  and 1999  totaled
        $585,942 and $534,056, respectively.

        Loans to executive officers and directors, including loans to affiliated
        companies  of which  executive  officers  and  directors  are  principal
        owners,  and loans to members of the immediate family of such persons at
        September 30, 2000 and 1999 are summarized as follows:
<TABLE>
<CAPTION>
                                                                                       September 30,
                                                                               -------------------------------
                                                                                   2000             1999
                                                                               --------------   --------------
<S>                                                                               <C>              <C>
Balance at beginning of period                                                      $166,707         $182,796
  Additions during year                                                              333,116
  Repayments                                                                        (37,783)         (16,089)
                                                                               --------------   --------------
Balance at end of period                                                            $462,040         $166,707
                                                                               ==============   ==============

</TABLE>

4.   Premises and Equipment

        Office premises and equipment included the following:

<TABLE>
<CAPTION>
                        Description                            Useful Life         2000            1999
------------------------------------------------------------  --------------  --------------- ----------------
<S>                                                          <C>                <C>              <C>
Land, buildings and improvements                               30-45 years        $1,602,754       $1,186,965
Furniture, fixtures and equipment                               5-10 years         1,021,929          656,874
                                                                              --------------- ----------------
                                                                                   2,624,683        1,843,839
         Less accumulated depreciation                                              (889,521)        (788,643)
                                                                              --------------- ----------------
                                                                                  $1,735,162       $1,055,196
                                                                              =============== ================
</TABLE>

        Depreciation  expense for the years ended  September 30, 2000,  1999 and
        1998 amounted to $101,988, $68,042, and $70,809, respectively.

                                  (Continued)
                                       28
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

5.   Deposits

     Deposit  account  balances  as of the dates  indicated  are  summarized  as
     follows:

<TABLE>
<CAPTION>
                                                                                      September 30,
                                                                            ----------------------------------
                                                                                 2000              1999
                                                                            ----------------  ----------------
<S>                                                                           <C>               <C>
Demand deposit accounts, non-interest bearing                                   $  $490,399       $   743,944
Passbook accounts with a weighted average rate of 2.79% and 2.82% at
September 30, 2000 and 1999, respectively                                         6,753,354         7,485,269
NOW and MMDA deposits with a weighted average rate of 2.63%  and 2.45% at
September 30, 2000 and 1999, respectively                                         8,885,193         9,255,397
                                                                            ----------------  ----------------
                                                                                 16,128,946        17,484,610
Certificate of deposits with a weighted average interest rate of 5.92% and
5.16% at September 30, 2000 and 1999, respectively                               70,344,185        64,533,707
                                                                            ----------------  ----------------
Total Deposits                                                                  $86,473,131       $82,018,317
                                                                            ================  ================
Jumbo certificates of deposit (minimum denomination of $100,000)                $ 9,796,720       $ 5,780,668
                                                                            ================  ================
</TABLE>

     Certificates  of deposit by  maturity  at  September  30, 2000 and 1999 (in
     thousands) are as follows:
<TABLE>
<CAPTION>
                                                                                      September 30,
                                                                            ----------------------------------
                                                                                 2000              1999
                                                                            ----------------  ----------------
<S>                                                                               <C>               <C>
Within one year                                                                     $47,487           $48,310
Over 1 to 3 years                                                                    19,441            13,232
Maturing in years thereafter                                                          3,416             2,992
                                                                            ----------------  ----------------
                                                                                    $70,344           $64,534
                                                                            ================  ================
</TABLE>

     Certificates of deposit by maturity and interest rate category at September
     30, 2000 (in thousands) are as follows:
<TABLE>
<CAPTION>
                                                                    Amount Due
                                 ---------------------------------------------------------------------------------
                                   Less Than        1-2 Years       2-3 Years      After 3 Years        Total
                                   One Year
                                 --------------   --------------  ---------------  --------------   --------------
<S>                                  <C>               <C>              <C>             <C>             <C>
     4.01--6.00%                       $34,073          $ 4,471           $2,192          $  933          $41,669
     6.01--8.00%                        13,414           10,623            2,155           2,483           28,675
                                 --------------   --------------  ---------------  --------------   --------------
                                       $47,487          $15,094           $4,347          $3,416          $70,344
                                 ==============   ==============  ===============  ==============   ==============
</TABLE>
                                  (Continued)
                                       29
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

     Interest  expense on deposits for the periods  indicated is  summarized  as
     follows:

<TABLE>
<CAPTION>
                                                                             Years Ended September 30,
                                                               ---------------------------------------------------
                                                                    2000              1999              1998
                                                               ---------------   ---------------   ---------------
<S>                                                              <C>               <C>               <C>
     Money market and NOW account                                  $  246,525        $  222,707        $  202,576
     Savings Accounts                                                 198,158           207,735           211,923
     Certificates                                                   3,666,412         3,382,184         3,482,884
                                                               ---------------   ---------------   ---------------
                                                                   $4,111,095        $3,812,626        $3,897,383
                                                               ===============   ===============   ===============
</TABLE>

        The Bank maintains  arrangements for clearing NOW and MMDA accounts with
        the  Federal  Home  Loan Bank of  Cincinnati.  The Bank is  required  to
        maintain adequate collected funds in its Demand Account to cover average
        daily  clearings.  The Bank was in compliance  with this  requirement at
        September 30, 2000 and 1999. At September 30, 2000, the Bank had pledged
        $1,775,000 of its  overnight  deposits held by the FHLB of Cincinnati to
        secure certain customer deposit balances.

6.   Advances from Federal Home Loan Bank

        The advances from the Federal Home Loan Bank consist of the following:

          Maturity               Interest             September 30,
            Date                   Rate                   2000
     ------------------   --------------------      ------------------
          10/17/00                 6.90                 $1,000,000
          11/13/00                 6.90                  1,000,000
          11/20/00                 6.90                  1,500,000
                                                         ---------
                                                        $3,500,000
                                                        ==========

        A schedule of the principle  payments due over the remaining term of the
notes as of September 30, 2000 follows:

       Year                 Amount
-------------------  ----------------------
       2001                     $3,500,000
                     ======================

        These  borrowings  are  collateralized  by  qualified  real estate first
        mortgages and Federal Home Loan Bank stock held by the Bank, which had a
        book value of $5,962,800 at September 30, 2000.

7.   Income Taxes

     The  provision  for income taxes for the periods  indicated  consist of the
     following:

                                            Years ended September 30,
                                   -------------------------------------------
                                      2000            1999          1998
                                   -------------  -------------   ------------
Federal income tax expense:
  Current expense                      $545,863       $847,787       $781,830
  Deferred expense (benefit)             45,088       (70,713)         17,790
                                   -------------  -------------   ------------
                                       $590,951       $777,074       $799,620
                                   =============  =============   ============

                                  (Continued)
                                       30
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

        Deferred   income  taxes  result  from  temporary   differences  in  the
        recognition  of income  and  expenses  for tax and  financial  statement
        purposes.  The source of these temporary  differences and the tax effect
        of each are as follows:

<TABLE>
<CAPTION>
                                                    Years ended September 30,
                                           ---------------------------------------------
                                              2000            1999            1998
                                           -------------  -------------- ---------------
<S>                                         <C>             <C>             <C>
Deferred loan fee income                      $   (368)       $(37,492)       $(21,605)
Depreciation                                     18,823           2,036         (4,739)
FHLB stock                                       37,196          33,966          32,436
Allowance for loan losses                         (510)         (7,646)         (9,095)
Other, net                                     (10,053)        (61,577)          20,793
                                           -------------  -------------- ---------------
Net deferred tax expense (benefit)            $  45,088       $(70,713)       $  17,790
                                           =============  ============== ===============
</TABLE>

        For the periods  indicated,  total income tax expense  differed from the
        amounts  computed by applying the U.S. Federal income tax rate of 34% to
        income before income taxes as follows:

<TABLE>
<CAPTION>
                                                            Years ended September 30,
                                                   ---------------------------------------------
                                                      2000            1999            1998
                                                   -------------  -------------   --------------
<S>                                                  <C>            <C>              <C>
Expected income tax expense at federal tax rate        $590,985       $777,082         $757,619
Other, net                                                  (34)            (8)          42,001
                                                   -------------  -------------   --------------
         Total income tax expense                      $590,951       $777,074         $799,620
                                                   =============  =============   ==============
Effective income tax rate                                  34.0%          34.0%            35.9%
                                                   =============  =============   ==============
</TABLE>

     Deferred  tax assets and  liabilities  as of  September  30,  2000 and 1999
     consisted of the following:


                                                      2000            1999
                                                 ------------   --------------
Deferred tax assets:
  Deferred loan fee income                          $139,795         $139,427
  ESOP loan                                           71,631           61,577
  Allowance for loan losses                          120,845          120,335
                                                 ------------   --------------
                                                     332,271          321,339
                                                 ------------   --------------
Deferred tax liabilities:
  FHLB stock                                         343,400          306,204
  Fixed asset basis over tax basis                    86,433           67,610
                                                 ------------   --------------
                                                     429,833          373,814
                                                 ------------   --------------
    Net deferred tax liability                       $97,562          $52,475
                                                 ============   ==============

        In addition to the net deferred tax  liability at September  30, 2000 of
        $97,562  outlined  in the  preceding  table,  the  financial  statements
        include a deferred tax liability of $1,391,244  that was charged against
        the unrealized gain on securities  available-for-sale of $4,091,895. The
        net  unrealized  gain  totals  $2,700,651  and is recorded as a separate
        component of stockholders' equity.

                                  (Continued)
                                       31
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

        Effective for tax years ending  December 31, 1996 or after,  fiscal year
        September 30, 1997 for the Bank,  all thrift  institutions  are taxed as
        other banking  institutions.  Institutions  under $500 million in assets
        are  allowed to use the  reserve  method of  determining  their bad debt
        deduction based on their actual  experience,  while larger  institutions
        (over  $500  million)  must  use  the  specific  charge  off  method  in
        determining  their deduction.  Tax bad debt reserves  accumulated  since
        September  30,  1988  must be  included  in  taxable  income of the Bank
        prorated  over a six year period,  beginning in the tax year effected by
        the change.  This change did not have a material impact on the Bank as a
        deferred tax liability was provided for these accumulated reserves.  The
        accumulated  tax bad debt  reserves  as of  September  30,  1988,  which
        amounts to approximately  $2,134,000 is only subject to being taxed at a
        later date under certain circumstances, such as the Bank converting to a
        type of  institution  that is not  considered  a bank for tax  purposes.
        These  financial  statements  do not include any deferred tax  liability
        related to the  accumulated  tax bad debt  reserves as of September  30,
        1988.

8.   Stockholders' Equity and Regulatory Capital

        Regulatory Capital. The Bank's actual capital and its statutory required
        capital  levels  at  September  30,  2000 and 1999  are as  follows  (in
        thousands):

<TABLE>
<CAPTION>
                                                             September 30, 2000
                               --------------------------------------------------------------------------------
                                                                                             To be Well
                                                                                         Capitalized Under
                                                                 For Capital             Prompt Corrective
                                                              Adequacy Purposes          Action Provisions
                               ------------------------    ------------------------   -------------------------
                                       Actual                     Required                    Required
                               ------------------------    ------------------------   -------------------------
                                   Amount       %              Amount      %               Amount          %
                               ------------------------    ------------------------   -------------------------
<S>                              <C>        <C>               <C>       <C>              <C>            <C>
Core capital                       $19,824    17.5%             $4,532    4.0%             $6,798         6.0%
Tangible capital                   $19,824    17.5%             $1,700    1.5%                N/A          N/A
Total Risk based capital           $20,196    19.0%             $8,528    8.0%            $10,659        10.0%
Leverage                           $19,824    17.5%                N/A     N/A             $5,665         5.0%
</TABLE>

<TABLE>
<CAPTION>
                                                             September 30, 1999
                               --------------------------------------------------------------------------------
                                                                                             To be Well
                                                                                         Capitalized Under
                                                                 For Capital             Prompt Corrective
                                                              Adequacy Purposes          Action Provisions
                               ------------------------    ------------------------   -------------------------
                                       Actual                     Required                    Required
                               ------------------------    ------------------------   -------------------------
                                   Amount       %              Amount      %               Amount          %
                               ------------------------    ------------------------   -------------------------
<S>                              <C>        <C>               <C>       <C>              <C>            <C>
Core capital                       $22,556    21.2%             $4,260    4.0%             $6,390         6.0%
Tangible capital                   $22,556    21.2%             $1,598    1.5%                N/A          N/A
Total Risk based capital           $22,906    36.9%             $4,961    8.0%             $6,201        10.0%
Leverage                           $22,556    21.2%                N/A     N/A             $5,325         5.0%

</TABLE>

        The  Federal  Deposit  Insurance  Corporation  Improvement  Act of  1991
        ("FDICIA")  required  each federal  banking  agency to implement  prompt
        corrective  actions for institutions  that it regulates.  In response to
        this  requirement,  OTS adopted  final rules  based upon  FDICIA's  five
        capital  tiers.   The  rules  provide  that  a  savings  bank  is  "well
        capitalized"  if its total  risk-based  capital ratio is 10% or greater,

                                  (Continued)
                                       32
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

        its Tier 1 risk-based capital ratio is 6% or greater, its leverage is 5%
        or greater and the  institution  is not subject to a capital  directive.
        Under this regulation,  the Bank was deemed to be "well  capitalized" as
        of September 30, 2000 and 1999 based upon the most recent  notifications
        from its  regulators.  There are no  conditions  or events  since  those
        notifications that management believes would change its classifications.

        Retained Earnings  Restriction.  Retained earnings at September 30, 2000
        includes tax bad debt reserves of approximately  $2,134,000  accumulated
        prior to September  30, 1988,  for which no Federal  income tax has been
        provided.  These  tax bad debt  reserves  are only  taxable  in  certain
        circumstances,  such as if the Bank converted to an institution that did
        not qualify as a bank for tax purposes (see Note 7).

        Liquidation  Account.  Upon  conversion to a capital stock savings bank,
        eligible  account  holders  who  continued  to  maintain  their  deposit
        accounts  in the Bank were  granted  priority in the event of the future
        liquidation  of  the  Bank  through  the   establishment  of  a  special
        "Liquidation  Account" in an amount equal to the  consolidated net worth
        of the Bank at March 31, 1995. The  liquidation  account was $10,236,488
        at March 31,  1995 and is reduced in  proportion  to  reductions  in the
        balance of eligible  account  holders as determined  on each  subsequent
        fiscal year end.  The  existence  of the  liquidation  account  will not
        restrict the use or  application of net worth except with respect to the
        cash  payment  of  dividends.  The  Bank may not  declare  or pay a cash
        dividend on or repurchase  any of its common stock if the effect thereof
        would  cause its  regulatory  capital  to be  reduced  below the  amount
        required for the liquidation account.

        Dividend Restrictions.  The payment of cash dividends by the Bank on its
        Common Stock is limited by regulations  of the OTS.  Interest on savings
        accounts  will be paid prior to payments of dividends  on common  stock.
        Additional  limitation on dividends  declared or paid, or repurchases of
        the Bank  stock  are tied to the  Bank's  level of  compliance  with its
        regulatory capital requirements.

9.   Retirement Benefits

        Retirement  Benefits.  The Bank  maintained  a  noncontributory  defined
        benefit  pension plan (Pension  Trust) for the year ended  September 30,
        1993, which covered all full-time employees with one year of service who
        had attained the age of 21. Effective  October 1, 1993, the Bank's Board
        of Directors  terminated the Pension Trust,  and effective the same date
        approved  the  Bank's  participation  in the  Pentegra  Retirement  Fund
        ("Pentegra"),  a  multi-employer  defined benefit  retirement  plan. Net
        assets of the Pension  Trust were  transferred  to the Pentegra  Plan on
        October 1, 1993.

        The multi-employer  pension plan covers all full-time employees with one
        year of service who have attained the age of 21. Under a  multi-employer
        defined  benefit  plan,  pension  expense  is the  amount of the  annual
        required  contribution,  and a  liability  will be  recognized  only for
        contributions  which  are due but  unpaid  at the end of the  accounting
        period.  There was no pension  expense for the years ended September 30,
        2000, 1999, and 1998.

        Effective  April 1, 1993,  the Board of  Directors  adopted an  employee
        pension  benefit plan (referred to as a "401K Plan") as described  under
        the Employees'  Retirement  Income Security Act of 1974. Under the Plan,
        the Bank is  required  to match 25% of  employee  contributions  up to a
        maximum of 1.5% of

                                  (Continued)
                                       33
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

        eligible compensation. The Plan covers all full-time employees. The Bank
        contributed $9,792, $9,428,  and  $8,614 to the Plan for the years ended
        September 30, 2000, 1999, and 1998, respectively.

        Employee Stock Ownership  Plan. In connection with the stock  conversion
        September 30, 1995,  the Company  established  an  internally  leveraged
        Employee Stock  Ownership  Plan (the "ESOP") which covers  substantially
        all full time employees.  The ESOP borrowed  $1,745,700 from the Company
        and purchased  174,570 shares of common stock of the Company at the date
        of conversion. The loan is to be repaid in annual installments over a 15
        year period with  interest,  which is based on the published  prime rate
        (currently 9.50%) per the Wall Street Journal.

        The Bank  makes  annual  contributions  to the ESOP  Trust  equal to the
        ESOP's debt service requirement less dividends,  if any, received by the
        ESOP which are used for debt service. Dividends of $108,573 and $111,312
        were used in fiscal year 2000 and 1999,  respectively,  to pay ESOP debt
        service.  The ESOP shares are pledged as  collateral on the debt. As the
        debt is repaid,  shares are released  from  collateral  and allocated to
        active participants based on a formula specified in the ESOP agreement.

        ESOP  compensation  was $138,561 for the year ended  September 30, 2000.
        For fiscal year 2000,  11,673 shares were released from  collateral.  At
        September 30, 2000, there were 116,060  unallocated ESOP shares having a
        fair value of $1,399,683.  ESOP  compensation  was $154,109 for the year
        ended  September  30, 1999.  For 1999,  11,407 shares were released from
        collateral.  At September 30, 1999, there were 127,733  unallocated ESOP
        shares having a fair value of $1,692,462. ESOP compensation was $198,430
        for the year ended September 30, 1998.

        Option  Plan.  On January  21,  1997,  the  stockholders  of the Company
        approved the establishment of the Harrodsburg  First Financial  Bancorp,
        Inc.  1996 Stock  Option Plan.  Under the Option  Plan,  the Company may
        grant either incentive or  non-qualified  stock options to Directors and
        key employees for an aggregate of 200,000 shares of the Company's common
        stock,  with an exercise  price  equal to the fair  market  value of the
        stock  at the date of the  award.  Upon  exercise  of the  options,  the
        Company may issue stock out of  authorized  shares or purchase the stock
        in the open  market.  The option to  purchase  shares  expires ten years
        after the date of the grant.  Effective  with the approval of the Option
        Plan, options to purchase 190,000 shares of common stock were awarded to
        key employees and directors  with an exercise price of $16.50 per share.
        The options vest, and thereby become exercisable,  at the rate of 20% on
        the date of grant,  January 21, 1997, and 20% annually  thereafter.  The
        Options become vested immediately in the case of death or disability, or
        upon a change in the control of the Company.

                                  (Continued)
                                       34
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

        A summary of option transactions for the years indicated are as follows:
<TABLE>
<CAPTION>
                                                                              Year ended September 30,
                                                                 -------------------------------------------------
                                                                            2000                   1999
                                                                 ----------------------    -----------------------
                                                                      Option    Number      Option       Number
                                                                       Price   of Units     Price       of Units
                                                                       -----   --------     -----       --------

<S>                                                          <C>              <C>         <C>          <C>
        Balance outstanding at beginning of year                       16.50    190,000    $    16.50   190,000
        Granted                                                        13.00      5,000
        Exercised
                                                                              ---------                --------
        Balance outstanding at end of year                     $13.00-$16.50    195,000    $    16.50   190,000
                                                                              =========                ========

        Shares exercisable                                                      157,000                 118,000
                                                                              =========                ========

        Shares available for grant                                                5,000                  10,000
                                                                              =========                ========
</TABLE>

          In October 1995, the Financial  Accounting Standards Board issued SFAS
          No. 123 "Accounting for Stock-Based Compensation," which was effective
          for fiscal years  beginning  after December 15, 1995. The new standard
          defines a fair  value  method of  accounting  for  stock  options  and
          similar equity instruments.  Under the fair value method, compensation
          cost is  measured  at the grant  date,  based on the fair value of the
          award and is recognized over the service period,  which is usually the
          vesting period.

          Companies  are  not  required  to  adopt  the  fair  value  method  of
          accounting for employee stock-based transactions,  and may continue to
          account for such transactions under Accounting  Principles Based (APB)
          Opinion No. 25 "Accounting for Stock Issued to Employees."  Under this
          method the compensation cost is measured by the difference between the
          fair value of the  Company's  stock at the date of the award,  and the
          exercise  price to be paid by the  employee.  If a company  chooses to
          report stock based  compensation  under APB 25, they must disclose the
          pro forma net  income and  earnings  per share as if the  Company  had
          applied the new method of accounting. Accordingly, the following table
          shows the  Company's  net income and earnings per share on a pro forma
          basis as if the  compensation  cost for the stock options awarded were
          accounted  for in  accordance  with  SFAS No.  123 for the year  ended
          September 30, 2000, 1999, and 1998, respectively.


<TABLE>
<CAPTION>
                                             Reported Per Consolidated
                                                Financial Statements                   Pro Forma Amount
                                      --------------------------------------  -------------------------------------
                                          2000         1999         1998         2000         1999         1998
                                      -----------  -----------   -----------  -----------  -----------  -----------

<S>                                  <C>          <C>           <C>          <C>          <C>          <C>
        Net income                    $ 1,147,240  $ 1,508,462   $ 1,428,674  $ 1,023,225  $ 1,391,102  $ 1,283,604
                                      ===========  ===========   ===========  ===========  ===========  ===========
        Earnings per common share     $       .76  $       .94   $       .79  $       .68  $       .86  $       .71
                                      ===========  ===========   ===========  ===========  ===========  ===========
        Earnings per common share
          assuming dilution           $       .76  $       .94   $       .79  $       .68  $       .86  $       .71
                                      ===========  ===========   ===========  ===========  ===========  ===========
</TABLE>
                                  (Continued)
                                       35
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

          The fair value of each option  grant is estimated on the date of grant
          using  the  Black-Scholes  option-pricing  model  with  the  following
          weighted-average assumptions:

                                          2000            1999           1998
                                        --------        --------       --------

          Dividend yield                   2.4%           2.4%           2.4%
          Expected volatility              .03%           .03%           .03%
          Expected life                     10             10             10
          Free interest rate               5.3%           5.3%           5.3%

          Employee  Recognition  Plan. On January 21, 1997, the  stockholders of
          the Company  approved the  establishment  of the First Federal Savings
          Bank of Harrodsburg  Restricted Stock Plan (RSP). The objective of the
          RSP  is to  enable  the  Bank  to  attract  and  retain  personnel  of
          experience  and  ability in key  positions  of  responsibility.  Those
          eligible to receive  benefits  under the RSP will be such employees as
          selected by members of a committee appointed by the Company's Board of
          Directors.  The RSP is a non-qualified  plan that is managed through a
          separate trust.  The Bank can contribute  sufficient  funds to the RSP
          Trust for the purchase of up to 85,000 shares of common stock.

          Awards made to employees will vest 20% on each anniversary date of the
          award.  Shares  will be held by the  trustee  and are voted by the RSP
          trustee as directed by the  participant  for those shares earned or by
          the  Committee for those shares held,  but unearned or unawarded.  Any
          assets  of the trust  are  subject  to the  general  creditors  of the
          Company.  All  shares  awarded  vest  immediately  in  the  case  of a
          participant's  death,  disability,  or upon a change in control of the
          Company.  The  Company  intends to expense  RSP awards  over the years
          during which the shares are payable, based on the fair market value of
          the  common  stock at the date of the  grant  to the  employee.  As of
          September 30, 2000, no awards had been made under the RSP.

10.  Financial  Instruments  with  Off-Balance  Sheet Risk and  Concentration of
     Credit Risk

          The Bank is party to 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 mortgage  commitments
          outstanding  which amounted to  approximately  $1,051,450  plus unused
          lines of credit granted to customers totaling  $2,703,027 at September
          30,  2000.  Of the mortgage  loan  commitments  at September  30, 2000
          approximately  $487,650  were for fixed rate loans.  At September  30,
          1999  mortgage  commitments   outstanding  amounted  to  approximately
          $1,467,100 and unused lines of credit  amounted to $2,479,469.  Of the
          mortgage loan commitments at September 30, 1999, approximately $12,000
          were in fixed  rate  loans.  These  instruments  involve,  to  varying
          degrees,  elements of credit and  interest  rate risk in excess of the
          amount recognized in the consolidated balance sheets.

          The Bank's exposure to credit loss in the event of  nonperformance  by
          the other party to the financial  instrument for loan  commitments and
          consumer lines of credit are represented by the contractual  amount of
          those  instruments.  The Bank uses the same credit  policies in making
          commitments  and  conditional  obligations  as it does for  on-balance
          sheet  instruments.  Since  many of the loan  commitments  may  expire
          without  being  drawn  upon,  the  total  commitment  amount  does not
          necessarily  represent  future  requirements.  The Bank evaluates each
          customer's  credit  worthiness on a case-by-case  basis. The amount of
          collateral  obtained upon extension of credit is based on

                                  (Continued)
                                       36
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

          management's  credit evaluation of the counter party.  Collateral held
          varies, but primarily includes residential real estate.

11.  Disclosures about Fair Value of Financial Instruments

          SFAS No. 107, "Disclosures About Fair Value of Financial  Instruments"
          extends  the  existing  fair  value  disclosure   practices  for  some
          instruments  by  requiring  all entities to disclose the fair value of
          financial  instruments  (as  defined),  both  assets  and  liabilities
          recognized   and  not   recognized  in  the  statements  of  financial
          condition, for which it is practicable to estimate fair value.

          There are inherent limitations in determining fair value estimates, as
          they  relate only to specific  data based on relevant  information  at
          that  time.  As a  significant  percentage  of  the  Bank's  financial
          instruments do not have an active trading market, fair value estimates
          are necessarily  based on future  expected cash flows,  credit losses,
          and other related factors. Such estimates are accordingly,  subjective
          in nature,  judgmental  and involve  imprecision.  Future  events will
          occur at  levels  different  from  that in the  assumptions,  and such
          differences may significantly affect the estimates.

          The  statement   excludes  certain   financial   instruments  and  all
          nonfinancial    instruments   from   its   disclosure    requirements.
          Accordingly,  the  aggregate  fair  value  amounts  presented  do  not
          represent the underlying value of the Company.  Additionally,  the tax
          impact of the  unrealized  gains or losses has not been  presented  or
          included in the  estimates of fair value.  The  following  methods and
          assumptions  were used by the  Company  in  estimating  its fair value
          disclosures for financial instruments.

          Cash  and Cash  Equivalents.  The  carrying  amounts  reported  in the
          statement of financial  condition for cash and short-term  instruments
          approximate those assets' fair values.

          Investment Securities. Fair values for investment securities are based
          on quoted market prices, where available.  If quoted market prices are
          not  available,  fair  values  are  based on quoted  market  prices of
          comparable  instruments.  No active market exists for the Federal Home
          Loan Bank capital  stock.  The carrying  value is estimated to be fair
          value since if the Bank withdraws  membership in the Federal Home Loan
          Bank, the stock must be redeemed for face value.

          Loans Receivable. The fair value of loans was estimated by discounting
          the future cash flows using the current  rates at which  similar loans
          would be made to  borrowers  with similar  credit  ratings and for the
          same remaining maturities.

          Deposits.  The fair value of savings deposits and certain money market
          deposits is the amount  payable on demand at the reporting  date.  The
          fair value of  fixed-maturity  certificates  of  deposit is  estimated
          using the rates  currently  offered for deposits of similar  remaining
          maturities.

          Loan  Commitments  and Unused  Home Equity  Lines of Credit.  The fair
          value of loan  commitments  and unused lines of credit is estimated by
          taking into  account the  remaining  terms of the  agreements  and the
          present credit-worthiness of the counter parties.

                                  (Continued)
                                       37
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

          The estimated  fair value of the Company's  financial  instruments  at
          September 30, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                      September 30, 2000             September 30, 1999
                                              --------------------------------------------------------------
                                                   Carrying          Fair          Carrying         Fair
                                                    Amount           Value          Amount         Value
                                              ---------------     -----------     ----------     -----------
<S>                                             <C>              <C>            <C>            <C>
Assets
Cash and cash equivalents                          $3,031,167      $3,031,167     $8,350,313     $8,350,313
         Securities available-for-sale              4,167,377       4,167,377      4,008,576      4,008,576
         Securities held-to-maturity                6,826,520       6,731,799      7,231,745      7,150,839
         Loans receivable, net                    100,881,267      98,918,071     89,061,610     89,317,215
Liabilities
         Deposits                                  86,473,131      85,976,241     82,018,317     82,115,268
Unrecognized Financial Instruments
         Loan commitments                                           1,051,450                     1,467,100
         Unused lines of credit                                     2,703,027                     2,479,469
</TABLE>

                                  (Continued)
                                       38
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

12.  Harrodsburg First Financial  Bancorp,  Inc. Financial  Information  (Parent
     Company Only)

         The parent  company's  principal  assets are its investment in the Bank
         and cash balances on deposit with the Bank. The following are condensed
         financial statements for the parent company.

                    Harrodsburg First Financial Bancorp, Inc.
                   Condensed Statement of Financial Condition

<TABLE>
<CAPTION>
                                                                                 September 30,
                                                                              2000            1999
                                                                         ------------    ------------
<S>                                                                    <C>             <C>
Assets:
     Cash and due from banks                                             $  2,925,328    $  1,321,727
     Investment in subsidiary                                              22,524,212      25,152,122
     Other assets                                                             242,901         216,532
                                                                         ------------    ------------

        Total assets                                                     $ 25,692,441    $ 26,690,381
                                                                         ============    ============

Liabilities and Stockholders Equity:
     Accounts payable                                                    $      5,688    $      1,446
     Dividends payable                                                        445,902         468,701
                                                                         ------------    ------------

        Total liabilities                                                     451,590         470,147
                                                                         ------------    ------------

Stockholders equity
     Common stock                                                             218,213         218,213
     Additional paid-in capital                                            21,215,999      21,194,168
     Retained earnings                                                     11,038,055      11,187,966
     Accumulated other comprehensive income                                 2,700,651       2,595,842
     Treasury stock, 568,050 and 481,250 shares, respectively, at cost     (8,771,467)     (7,698,625)
     Unearned ESOP shares                                                  (1,160,600)     (1,277,330)
                                                                         ------------    ------------

       Total stockholders' equity                                          25,240,851      26,220,234
                                                                         ------------    ------------

        Total liabilities and stockholders' equity                       $ 25,692,441    $ 26,690,381
                                                                         ============    ============
</TABLE>

                                  (Continued)
                                       39
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

                    Harrodsburg First Financial Bancorp, Inc.
                          Condensed Statement of Income
<TABLE>
<CAPTION>
                                                             For the years ended September 30,
                                                               2000           1999        1998
                                                          -------------  --------------  ------
<S>                                                     <C>            <C>              <C>
Income:
   Dividends from First Financial Bank                    $   1,227,337  $    1,569,145  $        -
                                                          -------------  --------------  ----------

Expense:
   Legal fees                                                    26,859          11,940      10,588
   Franchise and license tax                                     36,837          35,650      31,372
   Transfer agent fees                                           11,372          15,465       9,126
   Accounting fees                                                8,150           5,550       6,550
   Other operating expenses                                      30,188          23,339      26,252
                                                          -------------  --------------  ----------
                                                                113,406          91,944      83,888
                                                          -------------  --------------  ----------

   Net income (loss) before tax benefit                       1,113,931       1,477,201     (83,888)
   Income tax benefit                                            33,309          31,261      28,522
                                                          -------------  --------------  ----------
   Net income (loss) before equity in undistributed net
     income of subsidiary                                     1,147,420       1,508,462     (55,366)
   Equity in undistributed net income of subsidiary                                       1,484,040
                                                          -------------  --------------  ----------

     Net income                                           $   1,147,240  $    1,508,462  $1,428,674
                                                          =============  ==============  ==========
</TABLE>
                                  (Continued)
                                       40
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

                   Harrodsburg First Financial Bancorp, Inc.
                       Condensed Statement of Cash Flows
<TABLE>
<CAPTION>
                                                                  For the years ended  September 30,
                                                             -----------------------------------------
                                                                  2000           1999           1998
                                                             -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>
Cash flows from operating activities:
     Net income                                              $ 1,147,240    $ 1,508,462    $ 1,428,674
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Equity in undistributed net income of subsidiary      (1,484,040)
        Excess distributions from consolidated subsidiary      2,772,663      2,430,855
        Decrease (increase) in other receivables                 (26,369)        28,546         92,057
        Decrease in other liabilities                            102,858        115,619         (1,281)
                                                             -----------    -----------    -----------

          Net cash provided (used) by operating activities     3,996,392      4,083,482         35,410
                                                             -----------    -----------    -----------

Cash flows from investing activities:
          Net cash provided (used) by investing activities             -              -              -
                                                             -----------    -----------    -----------

Cash flows from financing activities:
     Dividends paid                                           (1,319,949)    (1,209,420)    (1,108,554)
     Purchase of common stock                                 (1,072,842)    (3,221,110)    (1,686,689)
                                                             -----------    -----------    -----------

       Net cash used by financing activities                  (2,392,791)    (4,430,530)    (2,795,243)
                                                             -----------    -----------    -----------

   Net increase (decrease) in cash and cash equivalents        1,603,601       (347,048)    (2,759,833)
   Cash and cash equivalents at beginning of period            1,321,727      1,668,775      4,428,608
                                                             -----------    -----------    -----------

   Cash and cash equivalents at end of period                $ 2,925,328    $ 1,321,727    $ 1,668,775
                                                             ===========    ===========    ===========
</TABLE>

                                  (Continued)
                                       41
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

13.  Harrodsburg Savings and Loan Service Corporation

         In  1978,  the  Bank  formed  Harrodsburg   Savings  and  Loan  Service
         Corporation,  a wholly owned  subsidiary,  by purchasing  its stock for
         $15,000.  The  Subsidiary was created to hold stock in a not for profit
         corporation  that  provides  on line  computer  processing  and inquiry
         service for the Bank and other savings and loan institutions.

         Summary balance sheets for the wholly owned subsidiary are as follows:

                 Harrodsburg Savings & Loan Service Corporation
                   Balance Sheets, September 30, 2000 and 1999

                          ---------------------------

Assets                                              2000            1999
                                                --------------  --------------

Investments                                           $15,000         $15,000
                                                ==============  ==============

Stockholders' Equity

Common stock                                          $15,000         $15,000
                                                ==============  ==============

The Service  Corporation  did not receive income nor did it incur expense during
the years ended September 30, 2000, 1999, and 1998.

14.  Stock Purchase

         In fiscal years 2000,  1999, and 1998, the Company  repurchased  86,800
         shares  of  common  stock at a cost of  $1,072,842,  222,643  shares of
         common  stock at a cost of  $3,221,110,  and  101,238  shares of common
         stock at a cost of $1,686,689, respectively.

                                  (Continued)
                                       42
<PAGE>
            HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              --------------------

15.  Condensed Consolidated Selected Quarterly Financial Data (Unaudited)

                      Quarters Ended for Fiscal Year 2000
<TABLE>
<CAPTION>
                                              December 31        March 31           June 30       September 30
                                              ----------- ------------------    -------------     ------------

<S>                                        <C>              <C>               <C>               <C>
       Interest income                       $   1,920,943    $    1,998,438    $   2,040,079     $2,091,746
       Interest expense                            953,332           991,959        1,056,619      1,147,798
                                             -------------    --------------    -------------     ----------
       Net interest income                         967,611         1,006,479          983,460        943,948
       Provision for loan losses                                      15,000
       Non-interest income                          26,048            24,696           29,952        32,195
       Non-interest expense                        523,285           566,792          574,160        596,961
                                             -------------    --------------    -------------     ----------
       Income before income taxes                  470,374           449,383          439,252        379,182
       Income tax expense                          159,927           152,756          149,346        128,922
                                             -------------    --------------    -------------     ----------
       Net income                            $     310,447    $      296,627    $     289,906     $  250,260
                                             =============    ==============    =============     ==========
       Earnings per common share             $         .20    $          .20    $         .19     $      .17
                                             =============    ==============    =============     ==========
       Weighted average common
         shares outstanding                      1,566,741         1,537,144        1,506,709      1,496,517
                                             =============    ==============    =============     ==========
</TABLE>

Quarters Ended for Fiscal Year 1999
<TABLE>
<CAPTION>
                                              December 31        March 31           June 30        September 30
                                              ----------- ------------------    -------------     -------------
<S>                                          <C>              <C>               <C>               <C>
       Interest income                       $   1,946,982    $    1,919,482    $   1,946,499     $1,932,353
       Interest expense                            968,563           939,414          954,515        950,134
                                             -------------    --------------    -------------     ----------
       Net interest income                         978,419           980,068          991,984        982,219
       Provision for loan losses                    10,000                                            25,000
       Non-interest income                          25,781            28,257           30,051         32,173
       Non-interest expense                        430,269           444,315          428,110        425,722
                                             -------------    --------------    -------------     ----------
       Income before income taxes                  563,931           564,010          593,925        563,670
       Income tax expense                          191,736           191,764          201,935        191,639
                                             -------------    --------------    -------------     ----------

       Net income                            $     372,195    $      372,246    $     391,990     $  372,031
                                             =============    ==============    =============     ==========

       Earnings per common share             $         .22    $          .24    $         .24     $      .24
                                             =============    ==============    =============     ==========

       Weighted average common
         shares outstanding                      1,735,274         1,632,106        1,600,084      1,577,823
                                             =============    ==============    =============     ==========
</TABLE>
                                       43