<PAGE>






                  [LOGO] FIRST FEDERAL OF OLATHE BANCORP, INC.












                               2002 ANNUAL REPORT

<PAGE>


                                                          March 25, 2003



To Our Shareholders:


The Board of Directors, Officers and Employees of First Federal of Olathe
Bancorp, Inc. and its wholly owned subsidiary, First Federal Savings and Loan
Association of Olathe, are pleased to provide you with our annual report.

Our 2002 fiscal year was a challenging one not only as part of the financial
industry but for our nation as well, as we continue to adjust, cope and live
with the many changes which have occurred since the events of September 2001.
Continued record low interest rates, a depressed stock market, uncertainty
overseas and a "cooled off" local economy have kept financial institutions on
their toes.

First Federal of Olathe Bancorp's assets decreased from $55,436,000 to
$49,729,000, for the fiscal year ended December 31, 2002, primarily due to a
majority of the investment securities being called. Total shareholders' equity
for the parent corporation decreased from $12,241,000 to $11,841,000; mostly due
to the continued repurchase plans. Net earnings for the year increased from
$560,000 to $767,000, generating basic earnings per share of $1.65 for the year
ended December 31, 2002.

The Board and Management are committed to continue to watch expenses, improve
earnings and evaluate business decisions. The Board expects to consider the
benefits of delisting after the Company completes the three-year period as a
public company. In addition, our commitment is to operate a safe and sound,
community-oriented financial institution, to serve our customers and the local
community and obtain returns for you, our shareholders.

Thank you for your support and confidence in our Company.


                                          Sincerely,

                                          /s/ Mitch Ashlock

                                          Mitch Ashlock
                                          President and Chief Executive Officer
<PAGE>

   SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents our consolidated financial data as of and for the
three years ended December 31, 2002, and should be read in conjunction with the
consolidated financial statements and notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations," each of which is
included elsewhere in this document. The selected balance sheets and statements
of income data, insofar as they relate to the three years in the three-year
period ended December 31, 2002, have been derived from our audited consolidated
financial statements.

<TABLE>
<CAPTION>
                                                                                  AT DECEMBER 31,
                                                                          2002         2001          2000
                                                                     -----------------------------------------
                                                                                   (IN THOUSANDS)
<S>                                                                    <C>          <C>           <C>
   SELECTED CONSOLIDATED BALANCE SHEET DATA:
   Total assets..............................................          $   49,729   $   55,436    $   50,421
   Loans, net................................................              39,993       38,415        36,059
   Securities:
       Held to maturity......................................               2,014        5,500        12,594
       Available for sale....................................               1,819        1,848           829
   FHLB stock................................................                 380          380           330
   Deposits..................................................              35,328       37,671        28,504
   FHLB advances.............................................               2,000        5,000         6,600
   Total stockholders' equity................................              11,841       12,241        14,836

<CAPTION>
                                                                              YEARS ENDED DECEMBER 31,
                                                                          2002         2001          2000
                                                                     -----------------------------------------
                                                                                   (IN THOUSANDS)
<S>                                                                    <C>          <C>           <C>
   SELECTED CONSOLIDATED OPERATIONS DATA:
   Total interest income.....................................          $    3,869   $    4,149    $    3,907
   Total interest expense....................................               1,965        2,144         1,901
                                                                       ----------   ----------    ----------
       Net interest income...................................               1,904        2,005         2,006
   Provision for loan losses.................................                  --           --            --
                                                                       ----------   ----------    ----------
   Net interest income after provision for loan losses.......               1,904        2,005         2,006
   Fees and service charges..................................                  36           23            13
   Gain on sale of other real estate.........................                   7           14            --
                                                                       ----------   ----------    ----------
   Total non-interest income.................................                  43           37            13
   Total non-interest expense................................                 718        1,027           399
                                                                       ----------   ----------    ----------
   Income before income tax..................................               1,229        1,015         1,620
   Income tax provision......................................                 462          455           614
                                                                       ----------   ----------    ----------
   Net income................................................                 767          560         1,006
                                                                       ----------   ----------    ----------

   Unrealized gain (loss) on investment securities available
       for sale, net of deferred tax expense.................                 (19)          12           151
                                                                       ----------   ----------    ----------
   Comprehensive income......................................          $      748   $      572      $  1,157
                                                                       ==========   ==========    ==========

   Earnings per share, Basic.................................          $     1.65   $     1.12      $   1.33
   Earnings per share, Diluted...............................          $     1.63   $     1.11      $   1.33

</TABLE>

                                                                               2

<PAGE>

<TABLE>
<CAPTION>

                                                                                 YEARS ENDED DECEMBER 31,
                                                                          2002            2001            2000
                                                                     ----------------------------------------------
<S>                                                                       <C>            <C>             <C>
   SELECTED CONSOLIDATED FINANCIAL RATIOS AND OTHER DATA:

   Performance Ratios:
       Return on assets (net income to average total assets).....           1.41%          1.02%           2.00%
       Return on equity (net income to average equity)...........           6.36           3.91            4.71
   Interest rate spread information:
       Average during period.....................................           2.43           2.16            2.70
       End of period.............................................           2.62           2.60            2.99
   Net interest margin(1) .......................................           3.57           3.65            4.12
   Ratio of operating expense to average total assets............           1.32           1.85            0.79
   Ratio of average interest-earning assets to average
       interest-bearing liabilities..............................         130.26         138.14          136.40

<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                                          2002            2001            2000
                                                                     ----------------------------------------------
<S>                                                                        <C>            <C>             <C>
   Asset Quality Ratios:
       Non-performing assets to total assets at end of period....             --            .49%           0.59%
       Allowance for loan losses to non-performing loans.........             --          63.87           58.53
       Allowance for loan losses to loans, net...................            .44%           .46            0.49

   Capital Ratios:
       Equity to total assets at end of period...................          23.81          22.08           29.42
       Average equity to average assets..........................          22.13          25.81           28.99

   Other Data:
       Number of full-service offices............................           1              1               1
</TABLE>


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




                                                                               3

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

GENERAL

     First Federal of Olathe Bancorp, Inc. ("First Federal of Olathe Bancorp" or
     the "Company") was formed in December 1999 to become a holding company for
     First Federal Savings and Loan Association of Olathe ("First Federal
     Savings" or the "Association"). The Company's principal business is to
     provide banking services through the Association. Specifically, First
     Federal Savings operates as a traditional savings association, specializing
     in one-to-four family residential mortgage lending and savings deposits.
     First Federal Savings' business consists primarily of attracting retail
     deposits from the general public and using those funds to originate real
     estate loans, primarily in Johnson County, Kansas. First Federal Savings
     holds its loans for long-term investment purposes. First Federal Savings
     also invests in various investment securities. The Association's primary
     sources of income are interest on loans and investment securities plus
     customer service fees from lending activities. Expenses consist primarily
     of interest payments on customer deposits and other borrowings and general
     and administrative costs. Earnings of First Federal Savings also are
     affected significantly by general economic and competitive conditions,
     particularly changes in market interest rates, government policies and
     actions of regulatory authorities, which are beyond the control of First
     Federal Savings.

     Customer deposit accounts are insured by the Savings Association Insurance
     Fund ("SAIF"), a division of the Federal Deposit Insurance Corporation
     ("FDIC"). The Association is regulated by the Office of Thrift Supervision
     ("OTS") and the FDIC. The information contained in this section should be
     read in conjunction with the consolidated financial statements, the
     accompanying notes to consolidated financial statements and the other
     sections contained in this document.

     The executive office of the Company and the Association is located at 100
     East Park Street, Olathe, Kansas 66061 and its telephone number is (913)
     782-0026.

FORWARD-LOOKING STATEMENTS

     This report includes statements that may constitute forward-looking
     statements, usually containing the words "believe," "estimate," "expect,"
     "intent" or similar expressions. These statements are made pursuant to the
     safe harbor provisions of the Private Securities Litigation Reform Act of
     1995. Forward-looking statements inherently involve risks and uncertainties
     that could cause actual results to differ materially from those reflected
     in the forward-looking statements. Factors that could cause future results
     to vary from current expectations include, but are not limited to, the
     following: changes in economic conditions (both generally and more
     specifically in the markets in which the Company operates); changes in
     interest rates, accounting principles, policies or guidelines and in
     government legislation and regulation (which change from time to time and
     over which the Company has no control); and other risks detailed in this
     report and the Company's other Securities and Exchange Commission filings.
     Readers are cautioned not to place undue reliance on these forward-looking
     statements, which reflect management's analysis only as of the date hereof.
     The Company undertakes no obligation to publicly revise these
     forward-looking statements to reflect events or circumstances that arise
     after the date hereof.

                                                                               4
<PAGE>

FINANCIAL CONDITION

     Total assets decreased by $5.7 million, or 10.3%, to $49.7 million at
     December 31, 2002 from $55.4 million at December 31, 2001. Calls on
     securities continued into 2002 as issuers were taking advantage of lower
     rates. There was very little loan growth during the year as refinancings
     continued their fast pace during 2002. In addition, $3.0 million in FHLB
     advances were paid off during the year.

     Loans increased $1.6 million, or 4.2%, to $40.0 million at December 31,
     2002 from $38.4 million at December 31, 2001. The increase reflects the
     Association's attempt to move the federal funds sold from the low
     interest-bearing deposit with the Federal Home Loan Bank to higher interest
     earning assets. In November 2002, the Association purchased $1.8 million in
     loans from a local bank that was withdrawing from the Johnson County,
     Kansas market. The Association continued to see growth in its market and
     strong competition as customers continued to capitalize on the low interest
     rates.

     Securities held to maturity decreased $3.5 million, or 63.6%, to $2.0
     million at December 31, 2002 from $5.5 million at December 31, 2001,
     reflecting the maturity or call of various federal agency debt securities.
     These funds were primarily used to pay down matured Federal Home Loan Bank
     advances. Advances from Federal Home Loan Bank decreased $3.0 million to
     $2.0 million at December 31, 2002 from $5.0 million at December 31, 2001.

     Deposits decreased $2.4 million, or 6.4%, to $35.3 million at December 31,
     2002 from $37.7 million at December 31, 2001. The average yield on
     interest-bearing deposits during that period decreased to 4.6% at December
     31, 2002 from 5.3% at December 31, 2001. In addition, the Association had a
     withdrawal of a significant deposit account during the second quarter of
     2002. Thus, even though rates were dropping, consumers continued to leave
     their money in more stable interest-earning deposits. Brokered deposits
     remained consistent at $7.3 million.

     Total stockholders' equity decreased $.4 million, or 3.3%, to $11.8 million
     at December 31, 2002 from $12.2 million at December 31, 2001. This was
     mainly due to net income being offset by a purchase of treasury shares
     during 2002. The Board of Directors authorized the repurchase of 55,632
     shares in both May and October 2001 and another 55,632 shares in September
     2002, as part of its capital management strategy. The Company repurchased
     50,811 shares in open market transactions during 2002 at an average cost of
     $23.31 per share, or a total cost of $1.2 million.


                                                                               5
<PAGE>

ANALYSIS OF NET INTEREST INCOME

     The Association's net interest income is comprised of the difference
     ("spread") between interest income on loans and investment securities and
     the interest cost of customer deposits and FHLB advances. Management
     monitors net interest spreads and, although constrained by certain market,
     economic and competition factors, it establishes loan rates and customer
     deposit rates that maximize net interest margins.

     The following table presents for the periods indicated the total dollar
     amount of interest income from average interest-earning assets and the
     resultant yields, as well as the total dollar amount of interest expense on
     average interest-bearing liabilities and the resultant rates. No
     tax-equivalent adjustments were made.

<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                                           2002                                  2001
                                           -------------------------------------- -----------------------------------
                                              AVERAGE                  YIELD/       AVERAGE                 YIELD/
                                              BALANCE     INTEREST      RATE        BALANCE     INTEREST     RATE
                                           -------------------------------------- -----------------------------------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                          <C>          <C>           <C>         <C>         <C>           <C>
     Interest-earning assets:
         Loans (1).........................  $  38,570    $   3,350     8.68%       $  38,166   $   3,297     8.64%
         Securities .......................      6,127          368     6.01            9,874         624     6.32
         FHLB stock .......................        380           17     4.56              379          25     6.77
         Interest-earning deposits.........      8,290          134     1.62            6,434         203     3.15
                                             ---------    ---------                 ---------   ---------
             Total interest-earning assets      53,367        3,869     7.18           54,853       4,149     7.56
                                                          ---------                             ---------
     Other non-interest-earning assets ....      1,131                                    575
                                             ---------                              ---------
                Total assets ..............  $  54,498                              $  55,428
                                             =========                              =========

     Interest-bearing liabilities:
         Savings deposits .................  $   3,925           51     1.31        $   3,716          99     2.66
         Money market accounts ............      1,723           26     1.52            1,758          48     2.76
         Certificate accounts .............     31,897        1,660     5.21           28,617       1,658     5.79
         FHLB advances ....................      3,816          228     5.96            5,621         339     6.03
                                             ---------    ---------                 ---------   ---------
           Total interest-bearing
              liabilities .................     41,361        1,965     4.75           39,712       2,144     5.40
                                                          ---------                             ---------
     Non-interest-bearing liabilities .....      1,075                                  1,368
     Equity ...............................     12,062                                 14,348
                                             ---------                              ---------
         Total liabilities and equity .....  $  54,498                              $  55,428
                                             =========                              =========
     Net interest income ..................               $   1,904                             $   2,005
                                                          =========                             =========
         Net interest rate spread .........                             2.43%                                 2.16%
                                                                        =====                                 =====
         Net earning assets ...............  $  12,006                              $  15,141
                                             =========                              =========
         Net yield on average
                interest-earning assets ...                             3.57%                                 3.65%
                                                                        =====                                 =====
</TABLE>

     ----------------
     (1)  Calculated net of loan fees, loans in progress and loan loss reserves.
          Nonaccruing loans would be included in the average loan amounts,
          although First Federal Savings has not had any nonaccruing loans
          during recent periods.


                                                                               6
<PAGE>

     The following table presents the dollar amount of changes in interest
     income and interest expense for major components of interest-earning assets
     and interest-bearing liabilities. It distinguishes between the changes
     related to outstanding balances and those due to the changes in interest
     rates. For each category of interest-earning assets and interest-bearing
     liabilities, information is provided on changes attributable to changes in
     volume (i.e., changes in volume multiplied by old rate) and changes in rate
     (i.e., changes in rate multiplied by old volume). For purposes of this
     table, changes attributable to both rate and volume, which cannot be
     segregated, have been allocated proportionately to the change due to volume
     and the change due to rate.

<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                                  2002 VS. 2001
                                                          VOLUME       RATE        TOTAL
                                                        -----------------------------------
                                                                  (IN THOUSANDS)
<S>                                                      <C>         <C>          <C>
     Interest-earning assets:
         Loans........................................   $    37     $    16      $    53
         FHLB stock ..................................         0          (8)          (8)
         Securities ..................................      (224)        (32)        (256)
         Interest-earning deposits ...................        47        (116)         (69)
                                                         -------     -------      -------
             Total interest-earning assets ...........   $  (140)    $  (140)     $  (280)
                                                         =======     =======      =======

     Interest-bearing liabilities:
         Savings deposits ............................   $     6     $   (53)     $   (47)
         Money market accounts........................        (1)        (21)         (22)
         Certificate accounts ........................       178        (176)           2
         FHLB advances ...............................      (108)         (4)        (112)
                                                         -------     -------      -------
           Total interest-bearing liabilities ........   $    75     $  (254)     $  (179)
                                                         =======     =======      =======

         Net interest income .........................                            $  (101)
                                                                                  =======
</TABLE>

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

     NET INCOME. Net income for the year ended December 31, 2002 increased by
     $207,000 or 36.8%, to $767,000 from $560,000 for the year ended December
     31, 2001. The increase in net income was due principally to lower
     compensation cost under stock benefit plans during 2002, as the 2001
     expense reflected the 20% immediate vesting and the additional release of
     ESOP shares from the $4.00 special cash distribution received by the ESOP.
     Compensation expense related to the Recognition and Retention Plan, which
     was approved by the Company's stockholders on April 25, 2001, amounted to
     $103,000 and $173,000 for the years ended December 31, 2002 and 2001,
     respectively. Compensation cost recognized under the ESOP amounted to
     $108,000 and $314,000 for the years ended December 31, 2002 and 2001,
     respectively.

     Basic earnings per share (EPS) increased 47.3% to $1.65 for the year ended
     December 31, 2002 from $1.12 during 2001. The Company's return on average
     interest-earning assets for the years ended December 31, 2002 and 2001 was
     1.4% and 1.0%, respectively. The return on average stockholders' equity
     amounted to 6.4% and 3.9% for the years ended December 31, 2002 and 2001,
     respectively. The increase in the return on stockholders' equity was
     primarily due to the increase in net income during 2002 (discussed above)
     and the decrease in equity during 2002 due to the repurchase of 50,811
     treasury shares.

                                                                               7
<PAGE>

     NET INTEREST INCOME. For the year ended December 31, 2002, net interest
     income decreased by $.1 million to $1.9 million from $2.0 million for the
     year ended December 31, 2001. The decrease reflects a decrease of $.2
     million, or 4.9%, in interest income to $3.9 million for the year ended
     December 31, 2002 from $4.1 million for the year ended December 31, 2001,
     and a decrease of $.2 million, or 8.3%, in interest expense, to $2.0
     million for the year ended December 31, 2002 from $2.1 million for the year
     ended December 31, 2001. The net interest margin decreased to 3.5% in 2002,
     as compared to 3.7% in 2001.

     Interest income decreased principally as a result of the decrease in the
     volume of interest earning assets. The yield on average interest-earning
     assets decreased to 7.2% in 2002 from 7.6% in 2001, while average
     interest-earning assets decreased to $53.4 million at December 31, 2002 as
     compared to $54.9 million at December 31, 2001. The decrease in average
     interest-earning assets was attributable principally to a decrease in
     investment securities as securities were called to take advantage of lower
     interest rates, which proceeds were primarily used to pay matured advances
     to FHLB. The average yield on fed funds decreased to 1.6% for the year
     ended December 31, 2002 from 3.2% for the year ended December 31, 2001. The
     average yield on investments decreased to 6.0% for the year ended December
     31, 2002 from 6.3% for the year ended December 31, 2001.

     The interest expense decrease is partially attributed to a decrease in
     average advances from the FHLB during the year. The interest expense on
     Federal Home Loan Bank advances decreased $111,000 to $228,000 for the year
     ended December 31, 2002 from $339,000 for 2001, which principally reflected
     the decrease in the average outstanding balances of advances from the
     Federal Home Loan Bank during 2002.

     Interest expense on deposits decreased $.1 million to $1.7 million for the
     year ended December 31, 2002 from $1.8 million for 2001, which reflected
     the increase in the average outstanding deposit balances to $37.5 million
     for 2002 from $34.1 million for 2001 and a decrease on the average yield
     paid on deposits to 4.6% during the year ended December 31, 2002 as opposed
     to 5.3% for the year ended December 31, 2001.

     PROVISION FOR LOAN LOSSES. The provision for loan losses was $0 for the
     years ended December 31, 2002 and 2001. Although no additions were made to
     the allowance for loan losses during 2002, management continues to closely
     assess the loan portfolio for inherent losses and reports all loans greater
     than 30 days past due to the Board of Directors. In addition, detail review
     and discussion occurs with management and the Board for those loans that
     approach the 60 and 90 days past due levels.

     At December 31, 2002 and 2001, the allowance for loan losses was $175,000,
     which represents .44% and .46%, respectively, of net loans. There were no
     non-performing loans or loans in the 90-day past due category at December
     31, 2002. There were four non-performing loans and two loans in the over
     90-day category at December 31, 2001. The allowance for loan losses at
     December 31, 2001 represented 63.9% of non-performing loans.

     In assessing the inherent losses in First Federal Savings' portfolio at
     December 31, 2002 and 2001, management examined its market area, the
     increase in the size of its loan portfolio, its problem assets, the
     components of its loan portfolio, including loans on non-owner occupied
     properties and statistical data for financial institutions. Generally,
     management considered, among other things, the following matters: First
     Federal Savings' total loan portfolio increases during these periods, total
     non-owner occupied property loan increases from 1998 to 2002 and increases
     in the number of loans to borrowers that are not depositors or known on a
     personal basis by management. Based upon this analysis, management
     concluded that no provision for loan losses was required for the years
     ended December 31, 2002 and 2001.

                                                                               8
<PAGE>

     Historical net charge-offs are not necessarily indicative of the amount of
     net charge-offs that First Federal Savings will realize as it continues to
     evolve and grow. First Federal Savings' manage- ment assesses the adequacy
     of the allowance for loan losses based on the known inherent losses in the
     loan portfolio and management's continuing analysis of the quality of the
     loan portfolio. While management believes that, based on the information
     currently available, First Federal Savings' allowance for loan losses is
     sufficient to cover probable losses inherent in its loan portfolio at this
     time, no assurances can be given that First Federal Savings' level of
     allowance for loan losses will be sufficient to cover loan losses incurred
     by First Federal Savings or that future adjustments to the allowance for
     loan losses will not be necessary if economic and other conditions differ
     substantially from the economic and other conditions used by management to
     determine the current level of the allowance for loan losses. Management
     may increase its level of allowance for loan losses as a percentage of its
     total loans and non-performing loans if the level of loans on non-owner
     occupied properties, commercial loans, consumer lending or loan purchases
     as a percentage of its total loan portfolio increases. In addition, various
     regulatory agencies, as an integral part of their examination processes,
     periodically review First Federal Savings' allowance for loan losses. These
     agencies may require First Federal Savings to provide additions to the
     allowance based on judgments different than management.

     NON-INTEREST INCOME. Non-interest income increased $6,000 to $43,000 for
     the year ended December 31, 2002 from $37,000 for the year ended December
     31, 2001. This increase was principally due to an increase in loan fees
     caused by increased refinancings as borrowers took advantage of lower
     mortgage rates.

     NON-INTEREST EXPENSE. Non-interest expense decreased $.3 million to $.7
     million for the year ended December 31, 2002 from $1.0 million for the year
     ended December 31, 2001. This decrease was principally due to decreases in
     compensation cost and professional fees. Compensation expense related to
     the Recognition and Retention Plan, amounted to $103,000 and $173,000 (of
     which $103,000 represents 20% immediate vesting under the plan) for the
     years ended December 31, 2002 and 2001, respectively. The Company also
     recognized compensation cost recognized under the ESOP of $108,000 and
     $314,000 (includes the special cash dividend of $4 per share received by
     the ESOP which released additional ESOP shares during 2001) for the years
     ended December 31, 2002 and 2001, respectively. In addition, professional
     fees decreased 31.4%, or $64,000, to $140,000 from $204,000 for the years
     ended December 31, 2002 and 2001, respectively. The decrease in
     professional fees was principally due to higher fees in 2001 related to
     preparing documents and accounting for the 2001 Stock Option and
     Recognition and Retention Plans.

     INCOME TAXES. Income taxes increased by $7,000 to $462,000 for the year
     ended December 31, 2002 from $455,000 for the year ended December 31, 2001.
     The effective tax rates were 37.6% and 44.8% (higher due to nondeductible
     ESOP compensation expense) for the years ended December 31, 2002 and 2001,
     respectively. The effective rate represents a blended rate of federal and
     state tax rates.


                                                                               9
<PAGE>

ASSET/LIABILITY MANAGEMENT AND MARKET RISK

     INTEREST RATE SENSITIVITY. Savings institutions such as First Federal
     Savings are subject to interest rate risk to the extent their
     interest-bearing liabilities, consisting primarily of deposit accounts and
     FHLB advances, mature or reprice more rapidly, or on a different basis,
     than their interest-earning assets, consisting predominantly of 15- and
     25-year fixed rate real estate loans and investments held for investment
     and liquidity purposes. Having interest-bearing liabilities that mature or
     reprice more frequently on average than assets may be beneficial in times
     of declining interest rates, although such an asset/liability structure may
     result in declining net interest earnings during periods of rising interest
     rates. Conversely, having interest-earning assets that mature or reprice
     more frequently on average than liabilities may be beneficial in times of
     rising interest rates, although this asset/liability structure may result
     in declining net interest earnings during periods of falling interest
     rates.

     NET PORTFOLIO VALUE. First Federal Savings monitors and evaluates the
     potential impact of interest rate changes upon the market value of First
     Federal Savings' portfolio equity on a quarterly basis, in an attempt to
     ensure that interest rate risk is maintained within limits established by
     the Board of Directors. First Federal Savings uses the quarterly reports
     from the OTS that show the impact of changing interest rates on First
     Federal Savings' net portfolio value ("NPV"). NPV is the difference between
     incoming and outgoing discounted cash flows from assets, liabilities and
     off-balance sheet contracts. An institution has greater than "normal"
     interest rate risk if it would suffer a loss of NPV exceeding 2.0% of the
     estimated market value of its assets in the event of a 200 basis point
     increase or decrease in interest rates. A resulting change in NPV of more
     than 2% of the estimated market value of an institution's assets will
     require the institution to deduct from its risk-based capital 50% of that
     excess change, if and when a rule adopted by the OTS takes effect. Under
     the rule, an institution with greater than "normal" interest rate risk will
     be subject to a deduction of its interest rate risk component from total
     capital for purposes of calculating the risk-based capital requirement.
     However, the OTS has indicated that no institutions will be required to
     deduct capital for interest rate risk until further notice. Because a 200
     basis point increase in interest rates would have resulted in First Federal
     Savings' NPV declining by more than 2% of the estimated market value of
     First Federal Savings' assets as of December 31, 2002, First Federal
     Savings would have been subject to a capital deduction at December 31, 2002
     if the regulation had been effective as of such date.



                                                                              10
<PAGE>

     The following table presents First Federal Savings' NPV at December 31,
     2002, as calculated by the OTS, based on information provided to the OTS by
     First Federal Savings.

<TABLE>
<CAPTION>
                              NET PORTFOLIO VALUE
                  ------------------------------------------

   CHANGES IN                      AMOUNT OF       PERCENT      NPV AS A % OF     BASIS
 INTEREST RATES     ESTIMATED      CHANGE IN       CHANGE      PORTFOLIO VALUE    POINT
 (BASIS POINTS)        NPV            NPV          IN NPV         OF ASSETS      CHANGE
----------------------------------------------------------------------------------------------
                            (Dollars in Thousands)

<S>    <C>           <C>            <C>             <C>            <C>            <C>
        300          13,543         (1,835)         (12)%          26.39%         (190)
        200          14,553           (824)          (5)%          27.60%          (69)
        100          15,238           (140)          (1)%          28.32%            3
          0          15,378             --           --            28.29%           --
       -100          15,362            (16)           0%           18.05%          (24)
       -200              --             --           --               --            --
       -300              --             --           --               --            --
</TABLE>

     Although the OTS has informed First Federal Savings that it is not subject
     to the interest rate risk component discussed above, First Federal Savings
     is still subject to interest rate risk and, as can be seen above, rising
     interest rates will reduce First Federal Savings' NPV. The OTS has the
     authority to require otherwise exempt institutions to comply with the rule
     concerning interest rate risk.

     Certain shortcomings are inherent in the method of analysis presented in
     the computation of NPV. Although certain assets and liabilities may have
     similar maturities or periods within which they will reprice, they may
     react differently to changes in market interest rates. The interest rates
     on certain types of assets and liabilities may fluctuate in advance of
     changes in market interest rates, while interest rates on other types may
     lag behind changes in market rates. Additionally, in the event of a change
     in interest rates, prepayment and early withdrawal levels would likely
     deviate significantly from those assumed in the table.

     All of First Federal Savings' loan portfolio at December 31, 2002 had fixed
     interest rates. First Federal Savings' fixed-rate loans help its
     profitability if interest rates are stable or declining, since these loans
     have yields that exceed its cost of funds. However, if interest rates
     increase, First Federal Savings would have to pay more on its deposits and
     new borrowings, which would adversely affect First Federal Savings'
     interest rate spread.

     First Federal Savings' Board of Directors has formulated asset/liability
     management policies designed to promote long-term profitability while
     managing interest rate risk. These policies are designed to reduce the
     impact of changes in interest rates on First Federal Savings' net interest
     income by achieving a more favorable match between the maturity or
     repricing dates of its interest-earning assets and interest-bearing
     liabilities. First Federal Savings has sought to maintain a strong deposit
     base by increasing customer investments in fixed rate obligations with an
     emphasis on 18-month to 60-month maturity certificates of deposit. Customer
     deposits are originated from the local customer base as well as brokered
     deposits.

LIQUIDITY AND CAPITAL RESOURCES

     First Federal Savings' primary sources of funds are deposits, FHLB
     advances, repayments on loans, the maturity of investment securities and
     interest income. Although maturity and scheduled amortization of loans are
     relatively predictable sources of funds, deposit flows and prepayments on
     loans are influenced significantly by general interest rates, economic
     conditions and competition.

                                                                              11
<PAGE>

     The primary investing activity of First Federal Savings is the origination
     of loans to be held for investment. For the years ended December 31, 2002
     and 2001, First Federal Savings originated loans for the portfolio in the
     amount of $16.0 million and $17.4 million, respectively. For the years
     ended December 31, 2002 and 2001, these activities were funded by principal
     repayments of $14.5 million and $15 million, respectively, in addition to
     the growth in deposits.

     First Federal Savings is required to maintain minimum levels of liquid
     assets under the OTS regulations. It is First Federal Savings' policy to
     maintain its liquidity portfolio in excess of regulatory requirements.

     First Federal Savings' most liquid assets are cash and cash equivalents,
     which include overnight deposits at First National Bank of Olathe and the
     FHLB of Topeka. The levels of these assets are dependent on the
     Association's operating, financing, lending and investing activities during
     any given period. At December 31, 2002 and 2001, cash and cash equivalents
     were $5.1 million and $8.6 million, respectively. The decrease in cash and
     cash equivalents at December 31, 2002, compared to December 31, 2001,
     resulted primarily from purchasing $1.8 million in mortgage loans in
     November 2002 and funding withdrawal of deposit accounts late in 2002.

     Liquidity management for the Association is both an ongoing and long-term
     function of the Association's asset/liability management strategy. Excess
     funds generally are invested in overnight deposits at the FHLB of Topeka
     and the First National Bank of Olathe. Should the Association require funds
     beyond its ability to generate them internally, additional sources of funds
     are available through FHLB advances. The Association could pledge its
     mortgage loans, FHLB stock or certain other assets as collateral for such
     advances. At December 31, 2002, the Association had a balance of $2.0
     million in FHLB advances. The Association had a maximum of FHLB advances
     available of approximately $18.3 million at December 31, 2002.

     At December 31, 2002, First Federal Savings had outstanding loan
     commitments of $474,000 and $90,000 of undisbursed loans in process. First
     Federal Savings anticipates it will have sufficient funds available to meet
     its current loan commitments, including loan applications received and in
     process, prior to the issuance of firm commitments. Certificates of deposit
     that are scheduled to mature in one year or less at December 31, 2002
     amount to $20.6 million. Management believes that a significant portion of
     such deposits will remain with First Federal Savings.

     Under federal law, First Federal Savings is required to maintain regulatory
     capital sufficient to meet tangible, core and risk-based capital ratios of
     at least 1.5%, 4.0% and 8.0%, respectively. At December 31, 2002, First
     Federal Savings exceeded each of its capital requirements, with tangible,
     core and risk-based capital ratios of 23.5%, 23.5% and 51.7%, respectively.

CRITICAL ACCOUNTING POLICIES

     The Company has identified the accounting policies below as critical to the
     Company's operations and to understanding the Company's consolidated
     financial statements. Following is an explanation of the methods and
     assumptions underlying their application.

     ALLOWANCE FOR LOAN LOSSES. Management records an Allowance for Loan Losses
     ("ALLL") sufficient to cover current net charge-offs and an estimate of
     probable losses based on an analysis of risks that management believes to
     be inherent in the loan portfolio. The ALLL recognizes the inherent risks
     associated with lending activities but, unlike a specific allowance, has
     not been allocated to particular problem assets but to a homogenous pool of
     loans. Management analyzes the adequacy of the allowance on a monthly basis
     and believes that the Association's ALLL is adequate.

                                                                              12
<PAGE>

     While management uses information currently available to determine this
     allowance, it can fluctuate based on changes in economic conditions and
     changes in the information available to management. Also, regulatory
     agencies review the Association's allowance for loan loss as part of their
     examination, and they may require the Association to recognize additional
     loss provisions based on the information available at the time of their
     examinations. Management estimates the required level of ALLL using a
     formula based on various subjective and objective factors.

     Each quarter, management assesses the risk of the assets in the loan
     portfolio using historical loss data and current economic conditions in
     order to determine impairment of the loan portfolio and adjusts the level
     of ALLL, if necessary. At any given time, the ALLL should be sufficient to
     absorb at least all estimated credit losses on outstanding balances over
     the next 12 months. When considering the adequacy of ALLL, management's
     evaluation of the asset portfolio has two primary components: foreclosure
     probability and loss severity. Foreclosure probability is the likelihood of
     loans not repaying in accordance with their original terms, which would
     result in the foreclosure and subsequent liquidation of the property. Loss
     severity is any potential loss resulting from the loan's foreclosure and
     subsequent liquidation. Management calculates estimated foreclosure
     frequency and loss severity for the loan portfolio based upon historical
     data plus an estimate of certain subjective factors including future market
     trends and economic conditions.

     In addition, management reviews individual loans for impairment each month.
     A loan becomes impaired when management believes it will be unable to
     collect all principal and interest due according to the contractual terms
     of the loan. If a loan is impaired, the Association records a specific
     allowance equal to the excess of the loan's carrying value over the present
     value of the estimated future cash flows discounted at the loan's effective
     rate based on the loan's observable market price or the fair value of the
     collateral if the loan is collateral dependent.

     CHANGE IN ACCOUNTING PRINCIPLES. The Financial Accounting Standards Board
     (FASB) recently issued Interpretation No. 45, GUARANTOR'S ACCOUNTING AND
     DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF
     INDEBTEDNESS OF OTHERS, effective for guarantees issued or modified after
     December 31, 2002, which is not expected to have a material effect on the
     Company's financial statements.

     In addition, FASB issued Statement No. 144, ACCOUNTING FOR THE IMPAIRMENT
     OR DISPOSAL OF LONG-LIVED ASSETS, effective for financial statements issued
     for fiscal years beginning after December 15, 2001, Statement No. 145,
     RESCISSION OF FASB STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB
     STATEMENT NO. 13, AND TECHNICAL CORRECTIONS, ISSUED APRIL 2002, STATEMENT
     NO. 147, ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS, AN AMENDMENT OF
     FASB STATEMENTS NO. 72 AND 144 AND FASB INTERPRETATION NO. 9, issued
     October 2002 and Statement No. 148, ACCOUNTING FOR STOCK-BASED COMPENSATION
     - TRANSITION AND DISCLOSURE, issued December 2002, which are not expected
     to have a material effect on the Company's financial position or results of
     operations.

IMPACT OF INFLATION AND CHANGING PRICES

     The consolidated financial statements and notes thereto presented herein
     have been prepared in accordance with accounting principles generally
     accepted in the United States of America , which require the measurement of
     financial position and operating results in terms of historical dollars,
     without considering changes in relative purchasing power over time due to
     inflation. Unlike industrial companies, nearly all of the Association's
     assets and liabilities are monetary in nature. As a result, interest rates
     generally have a more significant impact on First Federal Savings'
     performance than does the effect of inflation. Interest rates do not
     necessarily move in the same direction or in the same magnitude as the
     prices of goods and services.

                                                                              13
<PAGE>



                         INDEPENDENT ACCOUNTANTS' REPORT



Board of Directors
First Federal of Olathe Bancorp, Inc.
Olathe, Kansas


We have audited the accompanying consolidated balance sheets of First Federal of
Olathe Bancorp, Inc. and its wholly owned subsidiary, First Federal Savings and
Loan Association of Olathe (the "Association") as of December 31, 2002 and 2001,
and the related consolidated statements of income, stockholders' equity and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the 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 First Federal of
Olathe Bancorp, Inc. and Subsidiary as of December 31, 2002 and 2001, and the
results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.

                                                         /s/ BKD, LLP

                                                         BKD, LLP




Kansas City, Missouri
January 24, 2003

                                                                              14
<PAGE>

<TABLE>
<CAPTION>
                                       FIRST FEDERAL OF OLATHE BANCORP, INC.
                                            CONSOLIDATED BALANCE SHEETS
                                            DECEMBER 31, 2002 AND 2001

ASSETS

                                                                                 2002             2001
                                                                         ------------------------------------
<S>                                                                        <C>                <C>
     Cash and cash equivalents
        Cash and non-interest earning deposits                             $      204,821     $      317,541
        Federal funds sold                                                      4,900,000          8,300,000
                                                                           --------------     --------------
            Total cash and cash equivalents                                     5,104,821          8,617,541

     Held-to-maturity securities, at cost                                       2,014,309          5,500,000

     Available-for-sale securities                                              1,818,984          1,847,909

     Federal Home Loan Bank stock, at cost                                        380,000            380,000

     Loans, net of deferred loan fees and allowance for loan losses            39,993,211         38,414,852

     Accrued interest and dividends                                               317,596            331,605

     Equipment, net of accumulated depreciation                                     2,250              8,081

     Refundable income taxes                                                       56,919            117,918

     Other real estate owned                                                           --            217,882

     Prepaid expenses                                                              41,295                 --
                                                                           --------------     --------------


            Total assets                                                   $   49,729,385     $   55,435,788
                                                                           ==============     ==============
</TABLE>





See Notes to Consolidated Financial Statements                                15
<PAGE>

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                 2002              2001
                                                                         -------------------------------------
<S>                                                                        <C>                <C>
    LIABILITIES
       Deposits                                                            $   35,327,722     $   37,670,610
       Dividends payable                                                           83,682             93,844
       Advances from borrowers for taxes and insurance                              3,957              1,190
       Interest payable on deposits                                                49,766             54,044
       Advances from the Federal Home Loan Bank                                 2,000,000          5,000,000
       Accrued expenses                                                            86,921             85,530
       Deferred income taxes                                                      336,289            289,802
                                                                           --------------     --------------

              Total liabilities                                                37,888,337         43,195,020
                                                                           --------------     --------------
    STOCKHOLDERS' EQUITY
       Common stock, $.01 par value, 4,000,000 shares authorized,
         556,328 shares issued in 2002 and 2001                                     5,563              5,563
       Additional paid-in capital                                               3,401,161          3,336,145
       Retained earnings                                                       10,581,921          9,996,392
       Unearned ESOP shares                                                      (241,770)          (291,696)
       Deferred compensation                                                     (237,580)          (340,203)
       Accumulated other comprehensive income
          Unrealized appreciation on available-for-sale securities,
             net of
             income taxes of $291,000 in 2002 and $301,000 in 2001                517,136            535,648
                                                                           --------------     --------------
                                                                               14,026,431         13,241,849

       Treasury stock, at cost, 93,413 and 42,602 shares in 2002 and
         2001, respectively                                                    (2,185,383)        (1,001,081)
                                                                           --------------     --------------

              Total stockholders' equity                                       11,841,048         12,240,768
                                                                           --------------     --------------

              Total liabilities and stockholders' equity                   $  49,729,385      $   55,435,788
                                                                           ==============     ==============
</TABLE>



See Notes to Consolidated Financial Statements                                16

<PAGE>

<TABLE>
<CAPTION>
                            FIRST FEDERAL OF OLATHE BANCORP, INC.
                              CONSOLIDATED STATEMENTS OF INCOME
                           YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                                     2002           2001
                                                               -----------------------------
<S>                                                             <C>            <C>
INTEREST AND DIVIDEND INCOME
    Loans receivable                                            $  3,349,734   $  3,296,639
    Investment securities                                            367,994        623,812
    Cash and cash equivalents                                        134,267        202,979
    Equity securities                                                 17,326         25,675
                                                                ------------   ------------

           Total interest and dividend income                      3,869,321      4,149,105
                                                                ------------   ------------
INTEREST EXPENSE
    Deposits                                                       1,737,873      1,805,272
    Federal Home Loan Bank advances                                  227,370        338,806
                                                                ------------   ------------

           Total interest expense                                  1,965,243      2,144,078
                                                                ------------   ------------

NET INTEREST AND DIVIDEND INCOME                                   1,904,078      2,005,027
                                                                ------------   ------------

NON-INTEREST INCOME
    Service charges and other fees                                    36,295         22,677
    Gain on sale of other real estate                                  6,864         14,253
                                                                ------------   ------------

                                                                      43,159         36,930
                                                                ------------   ------------
NON-INTEREST EXPENSE
    Salaries and related payroll expenses                            317,620        620,801
    Federal insurance premiums                                        26,428         23,961
    Directors' fees                                                   56,080         56,480
    Occupancy of premises                                             58,921         53,848
    Professional fees                                                140,247        204,196
    Other general and administrative expenses                        119,190         67,260
                                                                ------------   ------------

           Total non-interest expense                                718,486      1,026,546
                                                                ------------   ------------

INCOME BEFORE INCOME TAXES                                         1,228,751      1,015,411

INCOME TAX PROVISION                                                 462,000        455,000
                                                                ------------   ------------

NET INCOME                                                      $    766,751   $    560,411
                                                                ============   ============

EARNINGS PER SHARE - BASIC                                      $       1.65   $       1.12
                                                                ============   ============

EARNINGS PER SHARE - DILUTED                                    $       1.63   $       1.11
                                                                ============   ============
</TABLE>

See Notes to Consolidated Financial Statements                                17
<PAGE>

<TABLE>
<CAPTION>

                                                FIRST FEDERAL OF OLATHE BANCORP, INC.
                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                               YEARS ENDED DECEMBER 31, 2002 AND 2001



                                             COMPRE-                    ADDITIONAL                  UNEARNED
                                             HENSIVE        COMMON       PAID-IN      RETAINED        ESOP         DEFERRED
                                             INCOME         STOCK        CAPITAL      EARNINGS       SHARES      COMPENSATION
                                         -------------------------------------------------------------------------------------
<S>                                      <C>              <C>         <C>           <C>            <C>           <C>
BALANCE, JANUARY 1, 2001                                  $   5,563   $ 5,041,442   $ 9,700,070    $ (434,448)   $       --

  Net income                             $   560,411             --            --       560,411            --            --
  Other comprehensive income
     Change in unrealized
        appreciation on
        available-for-sale
        securities, net of income
        taxes of $7,000                       12,196             --            --            --            --            --
  Issuance of 25,030 shares under
    recognition plan                              --             --            --       (70,154)           --      (513,115)
  Compensation cost on awards
    issued under recognition plan                 --             --            --            --            --       172,912
  Purchase of 67,632 shares of
    common stock for the treasury                 --             --            --            --            --            --
  ESOP shares released                                           --       171,583          (780)      142,752            --
  Dividends on common stock ($.40
    per share)                                    --             --            --      (193,155)           --            --
  Special cash distribution ($4.00
    per share)                                    --             --    (1,876,880)           --            --            --
                                         -----------      ---------   -----------   -----------    ----------    ----------
                                         $   572,607
                                         ===========

BALANCE, DECEMBER 31, 2001                                    5,563     3,336,145     9,996,392      (291,696)     (340,203)

  Net income                             $   766,751             --            --       766,751            --            --
  Other comprehensive income
     Change in unrealized
        appreciation on
        available-for-sale
        securities, net of income
        taxes of $10,000                     (18,512)            --            --            --            --            --
  Compensation cost on awards
    issued under recognition plan                 --             --            --            --            --       102,623
  Purchase of 50,811 shares of
    common stock for the treasury                 --             --            --            --            --            --
  ESOP shares released                            --             --        65,016        (7,147)       49,926            --
  Dividends on common stock ($.40
    per share)                                                   --            --      (174,075)           --            --
                                         -----------      ---------   -----------   -----------    ----------    ----------
                                         $ 748,239
                                         ==========
BALANCE, DECEMBER 31, 2002                                $   5,563   $ 3,401,161   $ 10,581,921   $ (241,770)   $ (237,580)
                                                          =========   ===========   ============   ==========    ==========

<CAPTION>

                                       ACCUMULATED
                                          OTHER
                                         COMPRE-
                                         HENSIVE         TREASURY          TOTAL
                                          INCOME           STOCK          EQUITY
                                    -------------------------------------------------

<S>                                   <C>              <C>             <C>
BALANCE, JANUARY 1, 2001              $ 523,452        $        --     $ 14,836,079

  Net income                                 --                 --          560,411
  Other comprehensive income
     Change in unrealized
        appreciation on
        available-for-sale
        securities, net of income
        taxes of $7,000                  12,196                 --           12,196
  Issuance of 25,030 shares under
    recognition plan                         --            583,269               --
  Compensation cost on awards
    issued under recognition plan            --                 --          172,912
  Purchase of 67,632 shares of
    common stock for the treasury            --         (1,584,350)      (1,584,350)
  ESOP shares released                       --                 --          313,555
  Dividends on common stock ($.40
    per share)                               --                 --         (193,155)
  Special cash distribution ($4.00
    per share)                               --                 --       (1,876,880)
                                      ---------        -----------     ------------


BALANCE, DECEMBER 31, 2001              535,648         (1,001,081)      12,240,768

  Net income                                 --                 --          766,751
  Other comprehensive income
     Change in unrealized
        appreciation on
        available-for-sale              (18,512)                --          (18,512)
        securities, net of income
        taxes of $10,000                     --                 --          102,623
  Compensation cost on awards
    issued under recognition plan            --         (1,184,302)      (1,184,302)
  Purchase of 50,811 shares of               --                 --          107,795
    common stock for the treasury
  ESOP shares released                       --                 --         (174,075)
  Dividends on common stock ($.40
    per share)


BALANCE, DECEMBER 31, 2002            $ 517,136        $(2,185,383)    $ 11,841,048
                                      =========        ===========     ============
</TABLE>

See Notes to Consolidated Financial Statements                                18
<PAGE>

<TABLE>
<CAPTION>

                                  FIRST FEDERAL OF OLATHE BANCORP, INC.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                              2002             2001
                                                                        ---------------------------------
<S>                                                                       <C>              <C>
OPERATING ACTIVITIES
    Net income                                                            $     766,751    $    560,411
    Items not requiring (providing) cash
       Depreciation                                                               5,831           5,732
       Amortization (accretion) of premiums (discounts) on
          securities                                                             10,732          (5,939)
       Gain on disposal of other real estate owned                               (6,864)        (14,253)
       Deferred income taxes                                                     56,900          47,744
       Compensation expense recognized on allocated ESOP shares                 107,795         313,555
       Compensation expense on 2001 Recognition and Retention Plan              102,623         172,912
    Changes in
       Accrued interest and dividends                                            14,009         123,705
       Prepaid expenses                                                         (41,295)          6,499
       Interest payable on deposits                                              (4,278)         14,104
       Accrued expenses                                                           1,391           6,884
       Income taxes                                                              60,999        (138,515)
                                                                          -------------    ------------

           Net cash provided by operating activities                          1,074,594       1,092,839
                                                                          -------------    ------------
INVESTING ACTIVITIES
    Net originations of loans                                                 1,578,359)     (2,587,402)
    Proceeds from sale of other real estate owned                               224,746          28,681
    Purchase of available-for-sale securities                                        --      (1,000,000)
    Purchase of FHLB stock                                                           --         (50,000)
    Proceeds from maturities of held-to-maturity securities                   5,500,000      12,850,000
    Purchase of held-to-maturity securities                                   2,025,041)     (5,750,000)
                                                                          -------------    ------------

           Net cash provided by investing activities                          2,121,346       3,491,279
                                                                          -------------    ------------
FINANCING ACTIVITIES
    Net increase (decrease) in deposits                                       2,342,888)      9,166,214
    FHLB repayments                                                           3,000,000)     (1,600,000)
    Purchase of treasury stock                                                1,184,302)     (1,584,350)
    Dividends paid                                                             (184,237)       (201,675)
    Special cash distribution                                                        --      (1,876,880)
    Net increase (decrease) in advances from borrowers for
      taxes and insurance                                                         2,767          (2,746)
                                                                          -------------    ------------

           Net cash provided by (used in) financing activities               (6,708,660)      3,900,563
                                                                          -------------    ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             (3,512,720)      8,484,681

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                  8,617,541         132,860
                                                                          -------------    ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                    $   5,104,821    $  8,617,541
                                                                          =============    ============

ADDITIONAL CASH PAYMENT INFORMATION
    Interest paid                                                         $   1,969,521   $   2,129,974
    Income taxes paid                                                           360,499         545,771

NON-CASH INVESTING ACTIVITY
    Conversion of loans to other real estate                                         --         350,910
    Sale of other real estate under mortgage loan                                    --        (118,600)
</TABLE>

                                                                              19
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1:     NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF OPERATIONS

       First Federal of Olathe Bancorp, Inc. ("Company") is a holding company
       whose principal activity is the ownership and management of its wholly
       owned subsidiary, First Federal Savings and Loan Association of Olathe
       ("Association"). The Association provides financial services to
       individual and corporate customers through its office in Olathe,
       Kansas. The Association's primary source of revenue is interest and
       fees on one-to-four family dwelling loans. The Association's lending
       activity is concentrated within Johnson County, Kansas. The Association
       is subject to competition from other financial institutions. The
       Association also is subject to the regulation of certain federal and
       state agencies and undergoes periodic examinations by those regulatory
       authorities.

     PRINCIPLES OF CONSOLIDATION

       The consolidated financial statements include the accounts of the
       Company and its 100% owned subsidiary, the Association. Significant
       intercompany accounts and transactions have been eliminated in
       consolidation.

     USE OF ESTIMATES

       The preparation of financial statements in conformity with accounting
       principles generally accepted in the United States of America requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities and disclosure of contingent assets
       and liabilities at the date of the financial statements and the reported
       amounts of revenues and expenses during the reporting period. Actual
       results could differ from those estimates.

       Material estimates that are particularly susceptible to significant
       change relate to the determination of the allowance for loan losses and
       the valuation of real estate acquired in connection with foreclosures or
       in satisfaction of loans. In connection with the determination of the
       allowance for loan losses and the valuation of foreclosed assets held for
       sale, management obtains independent appraisals for significant
       properties.

     CASH EQUIVALENTS

       The Company considers all liquid investments with original maturities of
       three months or less to be cash equivalents. At December 31, 2002 and
       2001, cash equivalents consisted of federal funds sold in overnight
       transactions.

                                                                              20
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


     SECURITIES

       Available-for-sale securities, which include any security for which the
       Company has no immediate plan to sell but which may be sold in the
       future, are carried at fair value. Unrealized gains and losses are
       recorded, net of related income tax effects, in other comprehensive
       income.

       Held-to-maturity securities, which include any security for which the
       Company has the positive intent and ability to hold until maturity, are
       carried at historical cost adjusted for amortization of premiums and
       accretion of discounts.

       Realized gains and losses, based on amortized cost of the specific
       security, are included in other income. Interest and dividends on
       investments in debt and equity securities are included in income when
       earned. Premiums and discounts are amortized and accreted, respectively,
       to interest income using a method that approximates the level-yield
       method over the period to maturity.

     LOANS

       Loans that management has the intent and ability to hold for the
       foreseeable future or until maturity or pay-offs are reported at their
       outstanding principal, adjusted for any charge-offs, the allowance for
       loan losses, and any deferred fees or costs on originated loans and
       unamortized premiums or discounts on purchased loans. Interest income is
       reported on the interest method and includes amortization of net deferred
       loan fees and costs over the loan term. Generally, loans are placed on
       non-accrual status at 90 days past due and interest is considered a loss,
       unless the loan is well-secured and in the process of collection.

     ALLOWANCE FOR LOAN LOSSES

       The allowance for loan losses is established as losses are estimated to
       have occurred through a provision for loan losses charged to earnings.
       Loan losses are charged against the allowance when management believes
       the uncollectibility of a loan balance is confirmed. Subsequent
       recoveries, if any, are credited to the allowance.

       The allowance for loan losses is evaluated on a regular basis by
       management and is based upon management's periodic review of the
       collectibility of the loans in light of historical experience, the nature
       and volume of the loan portfolio, adverse situations that may affect the
       borrower's ability to repay, estimated value of any underlying collateral
       and prevailing economic conditions. This evaluation is inherently
       subjective as it requires estimates that are susceptible to significant
       revision as more information becomes available.

                                                                              21
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


       A loan is considered impaired when, based on current information and
       events, it is probable that the Association will be unable to collect
       the scheduled payments of principal or interest when due according to
       the contractual terms of the loan agreement. Factors considered by
       management in determining impairment include payment status,
       collateral value and the probability of collecting scheduled principal
       and interest payments when due. Loans that experience insignificant
       payment delays and payment shortfalls generally are not classified as
       impaired. Management determines the significance of payment delays and
       payment shortfalls on a case-by-case basis, taking into consideration
       all of the circumstances surrounding the loan and the borrower,
       including the length of the delay, the reasons for the delay, the
       borrower's prior payment record and the amount of the shortfall in
       relation to the principal and interest owed. Impairment is measured on
       a loan-by-loan basis for commercial and construction loans by either
       the present value of expected future cash flows discounted at the loan's
       effective interest rate, the loan's obtainable market price or the fair
       value of the collateral if the loan is collateral dependent.

     EQUIPMENT

       Depreciable assets, consisting of computer and office equipment, are
       stated at cost less accumulated depreciation. Depreciation is charged to
       expense using the straight-line method over the five year estimated
       useful lives of the assets.

     FEDERAL HOME LOAN BANK (FHLB) STOCK

       FHLB stock is a required investment for institutions that are members of
       the Federal Home Loan Bank system. The required investment in the common
       stock is based on a predetermined formula.

     FORECLOSED ASSETS HELD FOR SALE

       Assets acquired through, or in lieu of, loan foreclosure are held for
       sale and are initially recorded at fair value at the date of foreclosure,
       establishing a new cost basis.  Subsequent to foreclosure, valuations are
       periodically performed by management and the assets are carried at the
       lower of carrying amount or fair value less cost to sell. Revenue and
       expenses from operations and changes in the valuation allowance are
       included in net income or expense from foreclosed assets.

     TREASURY STOCK

       Treasury stock is stated at cost. Cost is determined by the first-in,
       first-out method.

                                                                              22

<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

     STOCK OPTIONS

       At December 31, 2002, the Company has a stock-based employee compensation
       plan, which is described more fully in Note 15. The Company accounts for
       this plan under the recognition and measurement principles of APB Opinion
       No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
       Interpretations. No stock-based employee compensation cost is reflected
       in net income, as all options granted under those plans had an exercise
       price equal to the market value of the underlying common stock on the
       grant date. The following table illustrates the effect on net income and
       earnings per share if the Company had applied the fair value provisions
       of FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, to
       stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                                YEARS ENDED
                                                                                DECEMBER 31,
                                                                              2002        2001
                                                                        ---------------------------
<S>                                                                       <C>          <C>
       Net income, as reported                                            $  766,751   $  560,411
       Less: Total stock-based employee compensation cost
          determined under the fair value based method, net
          of income taxes                                                    (46,261)     (98,488)
                                                                          ----------   ----------

              Pro forma net income                                        $  720,490   $  461,923
                                                                          ==========   ==========
       Earnings per share
           Basic - as reported                                                $ 1.65       $ 1.12
                                                                              ======       ======
           Basic - pro forma                                                  $ 1.55       $ 0.92
                                                                              ======       ======
           Diluted - as reported                                              $ 1.63       $ 1.11
                                                                              ======       ======
           Diluted - pro forma                                                $ 1.53       $ 0.90
                                                                              ======       ======
</TABLE>

     INCOME TAXES

       Deferred tax assets and liabilities are recognized for the tax effects of
       differences between the financial statement and tax bases of assets and
       liabilities. A valuation allowance is established to reduce deferred tax
       assets if it is more likely than not that a deferred tax asset will not
       be realized.

     EARNINGS PER SHARE

       Earnings per share have been computed based upon the weighted-average
       common shares outstanding for each year. Unearned ESOP and recognition
       and retention plan shares have been excluded from the computation of
       average shares outstanding.

                                                                              23
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 2:    SECURITIES

     AVAILABLE-FOR-SALE SECURITIES

       The amortized cost and approximate fair values of securities are as
       follows:
<TABLE>
<CAPTION>
                                                                           GROSS         GROSS       APPROXIMATE
                                                          AMORTIZED     UNREALIZED     UNREALIZED       FAIR
                                                            COST           GAINS         LOSSES         VALUE
                                                      -------------------------------------------------------------
<S>                                                     <C>            <C>                          <C>
           DECEMBER 31, 2002
               Equity securities                        $  1,010,960   $    808,024                 $  1,818,984
                                                        ============   ============                 ============

           DECEMBER 31, 2001
               Equity securities                        $  1,010,960   $    836,949                 $  1,847,909
                                                        ============   ============                 ============
</TABLE>

     HELD-TO-MATURITY SECURITIES

       The amortized cost and approximate fair values of securities are as
       follows:
<TABLE>
<CAPTION>
                                                                           GROSS         GROSS        ESTIMATED
                                                          AMORTIZED     UNREALIZED     UNREALIZED       FAIR
                                                            COST           GAINS         LOSSES         VALUE
                                                      -------------------------------------------------------------
<S>                                                     <C>            <C>            <C>           <C>
           DECEMBER 31, 2002
               United States Government and
                 Agency obligations                     $  2,014,309   $         66   $  (147,059)  $  1,867,316
                                                        ============   ============   ===========   ============
           DECEMBER 31, 2001
               United States Government and
                 Agency obligations                     $  5,500,000   $     33,580   $   (58,420)  $  5,475,160
                                                        ============   ============   ===========   ============
</TABLE>

       The amortized cost and fair value of held-to-maturity securities at
       December 31, 2002, by contractual maturity, are shown below. Expected
       maturities will differ from contractual maturities because issuers may
       have the right to call or prepay obligations with or without
       prepayment penalties.
<TABLE>
<CAPTION>
                                                                AMORTIZED        FAIR
                                                                  COST           VALUE
                                                            -------------------------------
<S>                                                          <C>             <C>
           Within one year                                   $          --   $          --
           One to five years                                            --              --
           Five to ten years                                     1,000,000         852,941
           After ten years                                       1,014,309       1,014,375
                                                             -------------   -------------

                                                             $   2,014,309   $   1,867,316
                                                             =============   =============
</TABLE>

                                                                              24
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

       There were no sales of available-for-sale securities for the years ended
       December 31, 2002 and 2001.

NOTE 3:    LOANS AND ALLOWANCE FOR LOAN LOSSES

       Categories of loans at December 31 include:
<TABLE>
<CAPTION>
                                                                                  2002            2001
                                                                           ---------------------------------
<S>                                                                          <C>             <C>
          One-to-four family                                                 $  40,349,434   $  38,670,722
          Commercial real estate loans                                              69,154         120,934
          Other                                                                     73,061         223,161
                                                                             -------------   -------------

                 Total loans                                                    40,491,649      39,014,817

          Less:
              Deferred loan fees, net                                             (323,438)       (424,965)
              Allowance for loan losses                                           (175,000)       (175,000)
                                                                             -------------   -------------

                 Net loans                                                   $  39,993,211   $  38,414,852
                                                                             =============   =============
       Activity in the allowance for loan losses was as follows:

          Balance, beginning of year                                         $     175,000   $     175,000
          Provision for loan losses                                                     --              --
                                                                             -------------   -------------

          Balance, end of year                                               $     175,000   $     175,000
                                                                             =============   =============
</TABLE>
NOTE 4:    EQUIPMENT

       Major classifications of equipment, stated at cost, are as follows:
<TABLE>
<CAPTION>
                                                                                  2002            2001
                                                                           ---------------------------------
<S>                                                                          <C>             <C>
          Computer equipment                                                 $      72,456   $      72,456
          Office equipment                                                           4,114           4,114
                                                                             -------------   -------------
                                                                                    76,570          76,570
          Less accumulated depreciation                                             74,320          68,489
                                                                             -------------   -------------

          Net equipment                                                      $       2,250   $       8,081
                                                                             =============   =============
</TABLE>

                                                                              25

<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 5:    INTEREST-BEARING DEPOSITS

       Deposits at December 31 are summarized as follows:
<TABLE>
<CAPTION>
                                                               2002            2001
                                                         --------------------------------
<S>                                                       <C>             <C>
          Money market                                    $   1,730,241   $   1,860,473
          Savings accounts                                    3,171,847       4,274,717
          Certificates of deposit                            30,425,634      31,535,420
                                                          -------------   -------------

                                                          $  35,327,722   $  37,670,610
                                                          =============   =============
</TABLE>

       At December 31, 2002, the scheduled maturities of certificates of deposit
      are as follows:

          2003                                                $   20,607,284
          2004                                                     5,186,145
          2005                                                     1,284,429
          2006                                                     2,952,235
          2007 and thereafter                                        395,541
                                                              --------------

                                                              $   30,425,634
                                                              ==============

       Interest-bearing deposits in denominations of $100,000 or more were
       $7,735,755 and $9,569,467 as of December 31, 2002 and 2001, respectively.

       Brokered deposits are received in the normal course of business. As of
       December 31, 2002 and 2001, brokered deposits of $7,323,000 and
       $7,328,000 respectively, were included in interest-bearing deposits.

NOTE 6:    FEDERAL HOME LOAN BANK ADVANCES

       The Association is able to borrow from the FHLB of Topeka in order to
       meet operating and long-term financing needs. The borrowings are limited
       to an investment ratio of 20 to 1 of the Association's investment in FHLB
       stock, and are further limited to 40% of total assets. The borrowings
       must be further secured by one-to-four family dwelling loans pledged to
       the FHLB. Maximum available borrowings, based upon a percentage of assets
       and contingent upon the purchase of additional stock, amounted to
       approximately $20.3 million as of December 31, 2002. The total advances
       available from the FHLB as of December 31, 2002, based on the ratio of
       stock owned, amount to $7,600,000, of which $2,000,000 had been extended.

                                                                              26
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

       Long-term advances from the FHLB at December 31, 2002 and 2001 consisted
       of the following components:
<TABLE>
<CAPTION>
                                                                          2002          2001
                                                                   -----------------------------
<S>                                                                  <C>           <C>
         $1,000,000 advance, 1 year at 5.46%, due January 2002       $        --   $ 1,000,000
         $1,000,000 advance, 2 years at 5.29%, due January 2003        1,000,000     1,000,000
         $1,000,000 advance, 5 years at 5.63%, due January 2006        1,000,000     1,000,000
         $2,000,000 advance, 2 years at 6.51%, due November 2002              --     2,000,000
                                                                     -----------   -----------

                                                                     $ 2,000,000   $ 5,000,000
                                                                     ===========   ===========
</TABLE>

       Aggregate annual maturities of FHLB advances at December 31, 2002 are:

          YEAR ENDING                                                 AMOUNT
         -------------                                            --------------

             2003                                                  $  1,000,000
             2004                                                            --
             2005                                                            --
             2006                                                     1,000,000
                                                                  -------------

                                                                  $   2,000,000
                                                                  =============

NOTE 7:    EMPLOYEE BENEFIT PLAN

       The Association is a participant in a pension fund known as the
       Financial Institutions Retirement Fund. This Fund is a multi-employer
       plan; separate actuarial valuations are not made with respect to each
       participating employer. The plan required contributions in the amount of
       $20,488 and $0 for the years ended December 31, 2002 and 2001,
       respectively. The plan provides pension benefits for substantially all
       of the Association's employees.

NOTE 8:    REGULATORY MATTERS

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

                                                                              27
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

       Quantitative measures established by regulation to ensure capital
       adequacy require the Association to maintain minimum amounts and ratios
       (set forth in the table below). Management believes, as of December 31,
       2002 and 2001, that the Association meets all capital adequacy
       requirements to which it is subject.

       As of June 4, 2001, the most recent notification from the Office of
       Thrift Supervision categorized the Association as WELL CAPITALIZED under
       the regulatory framework for prompt corrective action. To be categorized
       as WELL CAPITALIZED, the Association must maintain minimum total
       risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in
       the table. There are no conditions or events since that notification that
       management believes have changed the Association's category.

       The Association's actual capital amounts and ratios are also presented
       in the table.

<TABLE>
<CAPTION>
                                                                                              TO BE WELL CAPITALIZED
                                                                                                 UNDER THE PROMPT
                                                                         FOR CAPITAL            CORRECTIVE ACTION
                                                    ACTUAL            ADEQUACY PURPOSES             PROVISIONS
                                            ----------------------- ----------------------- ---------------------------
                                               AMOUNT      RATIO        AMOUNT      RATIO       AMOUNT        RATIO
                                            ------------- --------- --------------- ------- --------------- -----------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                           <C>           <C>         <C>          <C>       <C>             <C>
       DECEMBER 31, 2002
          Total Risk-Based Capital
             (to Risk-Weighted Assets)        $   12,360    51.7%       $   1,912    8.0%      $  2,389        10.0%
                                              ==========    =====       =========    ====      ========        =====

         Tier 1 Capital
             (to Risk-Weighted Assets)        $   11,821    49.5%           NA       NA        $  1,434         6.0%
                                              ==========    =====           ==       ==        ========         ====

         Tier 1 Capital
             (to Adjusted Total Assets)       $   11,821    23.5%       $   1,510    4.0%      $  2,518         5.0%
                                              ==========    =====       =========    ====      ========         ====

         Tangible Capital
             (to Adjusted Tangible Assets)    $   11,821    23.5%       $     755    1.5%         NA            NA
                                              ==========    =====       =========    ====         ==            ==


       DECEMBER 31, 2001
          Total Risk-Based Capital
             (to Risk-Weighted Assets)        $  12,189     48.7%       $   2,004    8.0%      $  2,505        10.0%
                                              ==========    =====       =========    ====      ========        =====

         Tier 1 Capital
             (to Risk-Weighted Assets)        $  11,637     46.5%           NA       NA        $  1,503         6.0%
                                              ==========    =====           ==       ==        ========         ====
         Tier 1 Capital
             (to Adjusted Total Assets)       $  11,637     20.3%       $   2,289    4.0%      $  2,861         5.0%
                                              ==========    =====       =========    ====      ========         ====

         Tangible Capital
             (to Adjusted Tangible Assets)    $  11,637     20.3%       $     858    1.5%         NA            NA
                                              ==========    =====       =========    ====         ==            ==
</TABLE>

       The Association is subject to certain restrictions that prohibit the
       declaration or payment of dividends without prior regulatory approval.

                                                                              28
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 9:    TRANSACTIONS WITH RELATED PARTIES

       At December 31, 2002 and 2001, the Association had loans outstanding to
       executive officers, directors, significant shareholders and their
       affiliates (related parties), in the amount of $271,233 and $449,236,
       respectively.

       In management's opinion, such loans and other extensions of credit and
       deposits were made in the ordinary course of business and were made on
       substantially the same terms (including interest rates and collateral)
       as those prevailing at the time for comparable transactions with other
       persons. Further, in management's opinion, these loans did not involve
       more than normal risk of collectibility or present other unfavorable
       features.

NOTE 10:   INCOME TAXES

       The provision for income taxes includes these components:

<TABLE>
<CAPTION>
                                                                                  2002           2001
                                                                             ---------------------------
<S>                                                                           <C>           <C>
           Taxes currently payable                                            $   405,100   $   407,256
           Deferred income taxes                                                   56,900        47,744
                                                                              -----------   -----------

                  Income tax expense                                          $   462,000   $   455,000
                                                                              ===========   ===========
</TABLE>

       A reconciliation of income tax expense at the statutory rate to the
       Company's actual income tax expense is shown below:
<TABLE>
<CAPTION>
                                                                                  2002           2001
                                                                             ---------------------------
<S>                                                                           <C>           <C>
           Computed at the statutory rate (34%)                               $   418,000   $   345,000

           Increase (decrease) resulting from:
               State income taxes - net of federal tax benefit                     60,000        47,000
               Nondeductible ESOP compensation expense                             20,000        58,000
               Dividend exclusion on FHLMC preferred stock                        (16,000)           --
               Other                                                              (20,000)        5,000
                                                                              -----------   -----------

                  Actual tax expense                                          $   462,000   $   455,000
                                                                              ===========   ===========
</TABLE>

                                                                              29
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

       The tax effects of temporary differences related to deferred taxes shown
       on the consolidated balance sheets were:
<TABLE>
<CAPTION>
                                                                           2002          2001
                                                                     -----------------------------
<S>                                                                    <C>           <C>
           Deferred tax assets
               Deferred compensation                                   $    27,400   $    17,000
               Allowance for loan losses                                    68,300        69,076
               Net operating losses                                         17,700            --
                                                                       -----------   -----------

                                                                           113,400        86,076
                                                                       -----------   -----------

           Deferred tax liabilities
               Deferred loan fees                                         (114,400)      (39,000)
               ESOP dividend                                               (19,700)      (26,000)
               Unrealized gains on available-for-sale securities          (291,000)     (301,000)
               Other                                                       (24,589)       (9,878)
                                                                       -----------   -----------

                                                                          (449,689)     (375,878)
                                                                       -----------   -----------

                  Net deferred tax liability                           $  (336,289)  $  (289,802)
                                                                       ===========   ===========
</TABLE>

       Retained earnings at December 31, 2002 and 2001, include approximately
       $813,000, for which no deferred federal income tax liability has been
       recognized. These amounts represent an allocation of income to bad debt
       deductions for tax purposes only. Reduction of amounts so allocated for
       purposes other than tax bad debt losses or adjustments arising from
       carryback of net operating losses would create income for tax purposes
       only, which would be subject to the then-current corporate income tax
       rate. The deferred income tax liabilities on the preceding amounts that
       would have been recorded if they were expected to reverse into taxable
       income in the foreseeable future were approximately $325,000 at
       December 31, 2002 and 2001.

                                                                              30
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 11:   DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

       The following table presents estimated fair values of the Company's
       financial instruments. The fair values of certain of these instruments
       were calculated by discounting expected cash flows, which method
       involves significant judgments by management and uncertainties. Fair
       value is the estimated amount at which financial assets or liabilities
       could be exchanged in a current transaction between willing parties,
       other than in a forced or liquidation sale. Because no market exists
       for certain of these financial instruments and because management does
       not intend to sell these financial instruments, the Company does not
       know whether the fair values shown below represent values at which the
       respective financial instruments could be sold individually or in the
       aggregate.
<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                             2002                                   2001
                                             -------------------------------------- ------------------------------------
                                                                    ESTIMATED                              ESTIMATED
                                                 CARRYING             FAIR              CARRYING              FAIR
                                                   VALUE              VALUE               VALUE              VALUE
                                             -------------------------------------- ------------------------------------
<S>                                            <C>               <C>                  <C>               <C>
       Assets
          Cash and cash equivalents            $   5,104,821     $   5,104,821        $   8,617,541     $   8,617,541
          Securities                               3,833,293         3,686,300            7,347,909         7,323,069
          FHLB stock                                 380,000           380,000              380,000           380,000
          Loans                                   39,993,211        40,315,406           38,414,852        38,640,029
          Accrued interest and dividends             317,596           317,596              331,605           331,605

       Liabilities
          Deposits                                35,327,722        36,192,953           37,670,610        38,700,674
          Advances from FHLB                       2,000,000         2,153,956            5,000,000         5,153,411
          Interest payable on deposits                49,766            49,766               54,044            54,044
</TABLE>

       The following methods and assumptions were used to estimate the fair
       value of each class of financial instruments:

     CASH AND CASH EQUIVALENTS, INTEREST-BEARING DEPOSITS AND FHLB STOCK

       The carrying amounts approximate fair value.

     SECURITIES

       Fair values equal quoted market prices, if available. If quoted market
       prices are not available, fair values are estimated based on quoted
       market prices of similar securities.

                                                                              31
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

     LOANS

       The fair value of loans is 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. Loans
       with similar characteristics were aggregated for purposes of the
       calculations. The carrying amount of accrued interest approximates its
       fair value.

     DEPOSITS

       Deposits include demand deposits, savings accounts and money market
       deposits. The carrying amount approximates fair value. The fair value of
       fixed-maturity time deposits is estimated using a discounted cash flow
       calculation that applies the rates currently offered for deposits of
       similar remaining maturities. The carrying amount of accrued interest
       payable approximates its fair value.

     ADVANCES FROM THE FHLB

       Rates currently available to the Association for debt with similar
       terms and remaining maturities are used to estimate fair value of
       existing debt.

     COMMITMENTS TO ORIGINATE LOANS

       The fair value of commitments is estimated using the fees currently
       charged to enter into similar agreements, taking into account the
       remaining terms of the agreements and the present creditworthiness of
       the counterparties. For fixed-rate loan commitments, fair value also
       considers the difference between current levels of interest rates and
       the committed rates. The fair value of commitments to extend credit is
       not presented since management believes the fair value to be
       insignificant.

NOTE 12:   COMMITMENTS AND CREDIT RISK

       Commitments to originate loans are agreements to lend to a customer as
       long as there is no violation of any condition established in the
       contract. Commitments generally have fixed expiration dates or other
       termination clauses and may require payment of a fee. Since a portion
       of the commitments may expire without being drawn upon, the total
       commitment amounts do not necessarily represent future cash requirements.
       Each customer's creditworthiness is evaluated on a case-by-case basis.
       The amount of collateral obtained, if deemed necessary, is based on
       management's credit evaluation of the counter-party. Collateral held
       varies, but may include property, plant and equipment, commercial real
       estate and residential real estate.

                                                                              32
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

       At December 31, 2002 and 2001, the Association had outstanding
       commitments to originate fixed rate loans and undisbursed loan proceeds
       for loans in process aggregating approximately $564,000 and $1,075,000,
       respectively. The commitments extended over varying periods of time with
       the majority being disbursed within a one-year period. At December 31,
       2002, the interest rates on the outstanding commitments ranged from
       7.0% to 8.3%.

NOTE 13:   EMPLOYEE STOCK OWNERSHIP PLAN

       In connection with the conversion to stock form, the Association
       established an internally leveraged employee stock ownership plan (ESOP)
       for the exclusive benefit of eligible employees (all salaried employees
       who have completed at least 1,000 hours of service in a 12-month period
       and have attained the age of 21). The ESOP borrowed funds from the
       Company in an amount sufficient to purchase 44,506 shares (8% of the
       common stock issued in the stock offering). The loan is secured by the
       shares purchased and will be repaid by the ESOP with funds from
       contributions made by the Association, dividends received by the ESOP and
       any other earnings on ESOP assets. The Association makes annual
       contributions to the ESOP equal to the ESOP's debt service less dividends
       received by the ESOP. All dividends received by the ESOP are used to pay
       debt service. Contributions will be applied to repay interest on the loan
       first, then the remainder will be applied to principal. The loan is
       expected to be repaid over a period of up to 30 years. Shares purchased
       with the loan proceeds are held in a suspense account for allocation
       among participants as the loan is repaid. Contributions to the ESOP and
       shares released from the suspense account are allocated among
       participants in proportion to their compensation relative to total
       compensation of all active participants. Participants will vest in their
       accrued benefits under the employee stock ownership plan at the rate of
       20% per year. Vesting is accelerated upon retirement, death or disability
       of the participant or a change in control of the Association. Forfeitures
       will be reallocated to remaining plan participants. Benefits may be
       payable upon retirement, death, disability, separation from service or
       termination of the ESOP. Since the Association's annual contributions
       are discretionary, benefits payable under the ESOP cannot be
       estimated.

       The Association accounts for its ESOP in accordance with Statement of
       Position ("SOP") 93-6, EMPLOYERS ACCOUNTING FOR EMPLOYEE STOCK
       OWNERSHIP PLANS. Accordingly, the debt of the ESOP is eliminated in
       consolidation and the shares pledged as collateral are reported as
       unearned ESOP shares in the consolidated balance sheets. Contributions
       to the ESOP shall be sufficient to pay principal and interest currently
       due under the loan agreement. As shares are committed to be released from
       collateral, the Company reports compensation expense equal to the average
       market price of the shares for the respective period, and the shares
       become outstanding for earnings per share computations. ESOP compensation
       expense was $107,795 and $313,555 in 2002 and 2001, respectively.
       Dividends on allocated ESOP shares are recorded as a reduction of
       retained earnings; dividends on unallocated ESOP shares are recorded as
       a reduction of debt and accrued interest.

                                                                              33
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

       A summary of ESOP shares at December 31 is as follows:
<TABLE>
<CAPTION>
                                                                         2002           2001
                                                                     ---------------------------
<S>                                                                   <C>            <C>
           Released shares                                                20,327         15,336
           Unreleased shares                                              24,179         29,170
                                                                      ----------     ----------

                  Total                                                   44,506         44,506
                                                                      ==========     ==========

                  Fair value of unreleased shares at December 31      $  561,678     $  736,543
                                                                      ==========     ==========
</TABLE>

       The Association is obligated, at the option of each beneficiary, to
       repurchase shares of the ESOP upon the beneficiary's termination or after
       retirement. At December 31, 2002, the fair value of the 20,327 released
       shares held by the ESOP is $474,635. There are no outstanding shares held
       by former employees.

NOTE 14:   RECOGNITION AND RETENTION PLAN

       On April 25, 2001, the stockholders of the Company approved the
       Recognition and Retention Plan (the "Recognition Plan") for directors,
       officers and employees. Under the Recognition Plan, the Company may
       award up to 27,816 shares of common stock. During 2001, the Company
       granted 25,030 shares to eligible participants. The value of the
       shares awarded under the plan is determined based on the market price
       of the Company's stock on the date of grant. The shares vest and are
       earned by the recipient at a rate of 20% of the initially awarded
       amount per year, with the first installment being earned on the date
       of grant and succeeding installments earned on the following
       anniversaries of the date of grant.

       As shares were issued on grant date and vest to holders over four years,
       the Company recorded deferred compensation in the amount of $513,115. The
       charge to compensation expense for the portion of shares vested during
       the years ended December 31, 2002 and 2001 amounted to $102,623 and
       $172,912, respectively.

NOTE 15:   STOCK OPTION PLAN

       The Company has a fixed option plan under which the Company may grant
       options that vest at a rate of 20% per year, with the first installment
       vesting on the date of grant and succeeding installments vesting on the
       following anniversaries of the date of grant to directors, officers and
       employees for up to 55,632 shares of common stock. The exercise price of
       each option is intended to equal the market price of the Company's stock
       on the date of grant. The maximum term of the options is ten years.

                                                                              34
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


       The Company granted 50,066 options to eligible participants in 2001, all
       of which are outstanding at December 31, 2002, with an exercise price of
       $20.50. There were 20,026 and 10,013 shares exercisable at December 31,
       2002 and 2001, respectively.

       The fair value of the options granted was estimated on the date of grant
       using the Black-Scholes option-pricing model with the key assumptions
       being risk-free interest rate of 4.77%, expected dividends of $.40 per
       year, and expected volatility of 25%.

       The Black-Scholes option valuation model was developed for use in
       estimating the fair value of traded options that have no vesting
       restrictions and are fully transferable. In addition, option valuation
       models require the input of highly subjective assumptions, including
       the expected stock price volatility. Because the Company's employee stock
       options have characteristics significantly different from those of traded
       options and because changes in the subjective input assumptions can
       materially affect the fair value estimate, in management's opinion, the
       existing models do not necessarily provide a reliable single measure of
       the fair value of its employee stock options.

       The Company applies APB Opinion 25 and related Interpretations in
       accounting for its plan, and, no compensation cost has been recognized
       for the plan. Had compensation cost for the Company's plan been
       determined based on the fair value at the grant dates using Statement
       of Financial Accounting Standards No. 123, the Company's net income
       would have decreased by $46,261 and $98,488 for the years ended
       December 31, 2002 and 2001, respectively. Basic and diluted earnings
       per share would have decreased by $.10 for the year ended December 31,
       2002 and by $.20 and $.21, respectively for the year ended December
       31, 2001.


                                                                              35
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 16:   EARNINGS PER SHARE

       Earnings per share (EPS) were computed as follows:
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31, 2002
                                                                             WEIGHTED-
                                                                              AVERAGE        PER SHARE
                                                              INCOME          SHARES          AMOUNT
                                                          ---------------------------------------------
<S>                                                         <C>                <C>            <C>
           Basic earnings per share
               Net income                                   $  766,751         463,921        $  1.65
                                                                                              =======
           Effect of dilutive securities
               Stock options                                   (46,261)          5,971
                                                            ----------       ---------
           Diluted earnings per share
               Income available to common stockholders      $  720,490         469,892        $  1.63
                                                            ==========       =========        =======

<CAPTION>
                                                                   YEAR ENDED DECEMBER 31, 2001
                                                                             WEIGHTED-
                                                                              AVERAGE        PER SHARE
                                                              INCOME          SHARES          AMOUNT
                                                          ---------------------------------------------
<S>                                                         <C>                <C>            <C>
           Basic earnings per share
               Net income                                   $  560,411         500,664        $  1.12
                                                                                              =======
           Effect of dilutive securities
               Stock options                                   (98,488)          3,780
                                                            ----------       ---------
           Diluted earnings per share
               Income available to common stockholders
                   and assumed conversions                  $  461,923         504,444        $  1.11
                                                            ==========       =========        =======
</TABLE>

                                                                              36
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 17:   CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)

       Presented below is condensed financial information as to financial
       position, results of operations and cash flows of the Company:

<TABLE>
<CAPTION>
                                                CONDENSED BALANCE SHEETS
                                               DECEMBER 31, 2002 AND 2001

                                                                              2002               2001
                                                                        ----------------------------------
<S>                                                                      <C>                <C>
           ASSETS
               Cash and cash equivalents                                 $     592,108      $   1,922,985
               Investment in First Federal Savings and Loan
                 Association of Olathe                                      12,100,018         11,832,364
               Due from subsidiary                                             424,505            559,766
               Other assets                                                     17,000             28,398
                                                                         -------------      -------------

                      Total assets                                       $  13,133,631      $  14,343,513
                                                                         =============      =============

           LIABILITIES
               Dividends payable                                         $      92,583      $     102,745
               Notes payable to subsidiary                                   1,200,000          2,000,000
                                                                         -------------      -------------

                      Total liabilities                                      1,292,583          2,102,745

           STOCKHOLDERS' EQUITY                                             11,841,048         12,240,768
                                                                         -------------      -------------

                      Total liabilities and stockholders' equity         $  13,133,631      $  14,343,513
                                                                         =============      =============
</TABLE>


                                                                              37
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                            CONDENSED STATEMENTS OF INCOME
                                        YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                              2002               2001
                                                                        ----------------------------------
<S>                                                                      <C>                <C>
           INCOME
               Investment securities                                     $          --      $      16,573
               Dividend from subsidiary                                        800,000          1,000,000
               Other income                                                     35,975             67,452
                                                                         -------------      -------------

                                                                               835,975          1,084,025

           EXPENSES                                                            311,135            168,523
                                                                         -------------      -------------
           INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED
              NET INCOME OF SUBSIDIARY                                         524,840            915,502

           INCOME TAX BENEFIT                                                 (108,000)           (26,000)
                                                                         -------------      -------------
           INCOME BEFORE EQUITY IN UNDISTRIBUTED NET INCOME
              OF SUBSIDIARY                                                    632,840            941,502

           EQUITY IN UNDISTRIBUTED NET INCOME OF SUBSIDIARY
              LESS DIVIDEND FROM SUBSIDIARY                                    133,911           (381,091)
                                                                         -------------      -------------

           NET INCOME                                                    $     766,751      $     560,411
                                                                         =============      =============
</TABLE>



                                                                              38
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                      CONDENSED STATEMENTS OF CASH FLOWS
                                    YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                              2002               2001
                                                                        ----------------------------------
<S>                                                                      <C>                <C>
          OPERATING ACTIVITIES
              Net income                                                 $     766,751      $     560,411
              Items not requiring (providing) cash
                 Accretion of discounts on securities                               --             (5,939)
                 Deferred taxes                                                  8,600            (25,988)
                 Equity in undistributed earnings of subsidiary               (133,911)           381,091
              Changes in
                 Other assets                                                    2,798             25,541
                 Other liabilities                                                  --            (42,812)
                                                                         -------------      -------------

                     Net cash provided by operating activities                 644,238            892,304
                                                                         -------------      -------------
          INVESTING ACTIVITIES
              Payments received from subsidiary                                193,424            746,263
              Proceeds from maturities of held-to-maturity securities               --          2,100,000
                                                                         -------------      -------------

                     Net cash provided by investing activities                  193,424         2,846,263
                                                                         -------------      -------------
          FINANCING ACTIVITIES
              Proceeds on loan from subsidiary                                      --          2,000,000
              Principal payments on loan from subsidiary                      (800,000)          (521,448)
              Purchases of treasury stock                                   (1,184,302)        (1,584,350)
              Dividends paid                                                  (184,237)          (201,675)
              Special cash distribution                                             --         (2,054,904)
                                                                         -------------      -------------

                     Net cash used in financing activities                  (2,168,539)        (2,362,377)
                                                                         -------------      -------------

          INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  (1,330,877)         1,376,190

          CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                       1,922,985            546,795
                                                                         -------------      -------------

          CASH AND CASH EQUIVALENTS, END OF YEAR                         $     592,108      $   1,922,985
                                                                         =============      =============

          NON-CASH FINANCING ACTIVITY
              Treasury stock issued under stock award plan               $          --      $     513,115
</TABLE>



                                                                              39
<PAGE>

                     FIRST FEDERAL OF OLATHE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 18:   FUTURE CHANGE IN ACCOUNTING PRINCIPLE

       The Financial Accounting Standards Board (FASB) recently issued
       Interpretation No. 45, GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS
       FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS,
       effective for guarantees issued or modified after December 15, 2002,
       which is not expected to have a material effect on the Company's
       financial statements.

       In addition, FASB issued Statement No. 144, ACCOUNTING FOR THE IMPAIRMENT
       OR DISPOSAL OF LONG-LIVED ASSETS, effective for financial statements
       issued for fiscal years beginning after December 15, 2001, Statement No.
       145, RESCISSION OF FASB STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB
       STATEMENT NO. 13, AND TECHNICAL CORRECTIONS, issued April 2002, Statement
       No. 147, ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS, AN AMENDMENT OF
       FASB STATEMENTS NO. 72 AND 144 AND FASB INTERPRETATION NO. 9, issued
       October 2002 and Statement No. 148, ACCOUNTING FOR STOCK-BASED
       COMPENSATION - TRANSITION AND DISCLOSURE, issued December 2002, which are
       not expected to have a material effect on the Company's financial
       position or results of operations.










                                                                              40
<PAGE>

     COMMON STOCK AND RELATED MATTERS

       The Company's Common Stock is listed on the Over-the-Counter Electronic
       Bulletin Board under the symbol "FFOL.OB." As of December 31, 2002, the
       Company had 152 stockholders of record (excluding the number of persons
       or entities holding stock in street name through various brokerage
       firms), and 462,915 shares outstanding.

       The following tables set forth market price and dividend information for
       the Common Stock for the years ended December 31, 2002 and 2001. These
       quotations reflect inter-dealer prices, without retail mark-up, mark-down
       or commissions, and may not necessarily represent actual transactions.

              YEAR ENDED                                      CASH DIVIDENDS
          DECEMBER 31, 2002           HIGH         LOW          DECLARED
       -------------------------------------------------------------------------

           First Quarter            $ 25.78      $ 21.37           N/A
           Second Quarter             23.80        22.93     $.20 per share
           Third Quarter              26.00        23.00           N/A
           Fourth Quarter             24.00        23.15     $.20 per share


              YEAR ENDED                                     CASH DIVIDENDS
          DECEMBER 31, 2001           HIGH         LOW         DECLARED
       -------------------------------------------------------------------------

           First Quarter            $ 16.88      $ 14.98           N/A
           Second Quarter             20.04        16.40     $.20 per share
           Third Quarter              19.94        19.41           N/A
           Fourth Quarter             25.25        19.20    $4.20 per share*

           *   Includes a $4.00 per share special cash distribution.

       Payment of dividends on the Company's common stock is subject to
       determination and declaration by the Board of Directors and depends upon
       a number of factors, including capital requirements, regulatory
       limitations on the payment of dividends, the Company's results of
       operations and financial condition, tax considerations and general
       economic conditions. No assurance can be given that dividends will be
       declared or, if declared, what the amount of the dividends will be, or
       whether such dividends, once declared, will continue.



                                                                              41
<PAGE>

<TABLE>
<CAPTION>
<S>                                                             <C>

CORPORATE AND
STOCKHOLDER INFORMATION

CORPORATE OFFICES                                               COUNSEL
-----------------                                               -------

First Federal of Olathe Bancorp, Inc.                           Luse Gorman Pomerenk & Schick
100 E. Park                                                     5335 Wisconsin Ave NW - Suite 400
Olathe, KS 66061                                                Washington, D.C. 20015

(913) 782-0026

ANNUAL MEETING OF SHAREHOLDERS                                  INDEPENDENT AUDITORS
------------------------------                                  --------------------

The annual meeting of First Federal of Olathe Bancorp,          BKD, LLP
Inc. will be held April 25, 2003 at 3:00 p.m. at 100 E.         Twelve Wyandotte Plaza
Park, Olathe, Kansas                                            120 W. 12th Street - Suite 1200
                                                                Kansas City, MO 64105

ANNUAL REPORT ON FORM 10-K                                      MARKET INFORMATION FOR COMMON STOCK
--------------------------                                      -----------------------------------

For the 2002 fiscal year, First Federal of Olathe               The Common Stock of First Federal of Olathe Bancorp, Inc.
Bancorp, Inc. has filed an Annual Report on Form 10-K           trades on the Over-the-Counter Bulletin Board under the
with the Securities and Exchange Commission. The Form           symbol "FFOL." At March 11, 2003, there were approximately
10-K is available on the World Wide Web as part of the          149 shareholders of record not including the number of
SEC EDGAR database at WWW.SEC.GOV. SHAREHOLDERS MAY             persons or entities holding stock in nominee or street names
ALSO OBTAIN A COPY FREE OF CHARGE BY WRITING  TO: FIRST         through various brokers and banks. Common stock was issued
FEDERAL OF OLATHE BANCORP, INC., 100 E. PARK, OLATHE,           at $10.00 per share in connection with the Company's initial
KS 66061.                                                       public offering competed on April 11, 2000.

STOCK TRANSFER AGENT & REGISTRAR                                DIRECTORS AND OFFICERS
--------------------------------                                ----------------------

Shareholders wishing to change name, address or                 Mitch Ashlock: PRESIDENT, DIRECTOR, CHIEF EXECUTIVE
ownership of stock, or to report lost certificates or           OFFICER
to consolidate accounts should contact the Company's            Donald K. Ashlock: CHAIRMAN, DIRECTOR
stock registrar and transfer agent directly at:                 John M. Bowen: DIRECTOR, OWNER - JOHN M. BOWEN &
                                                                ASSOCIATES, KANSAS CITY, MO
Registrar & Transfer Company                                    Carl R. Palmer: DIRECTOR, OWNER - CARL PALMER REALTY,
10 Commerce Drive                                               OLATHE, KS
Cranford, NJ 07016                                              Marvin Eugen Wollen: DIRECTOR, OPTOMETRIST,
(800) 368-5948                                                  OLATHE, KS
                                                                Kenda K. Camp: SECRETARY AND TREASURER
                                                                Milynn VanDeKerkhove: ASSISTANT SECRETARY
                                                                     AND TREASURER
</TABLE>

                                                                              42
<PAGE>
























                  [LOGO] FIRST FEDERAL OF OLATHE BANCORP, INC.

                                100 EAST PARK
                                P.O. BOX 636
                                OLATHE, KS 66051