EXHIBIT 13
<PAGE>


                            CRAZY WOMAN CREEK BANCORP
                                 INCORPORATED

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

                               1999 ANNUAL REPORT


<PAGE>




                     CRAZY WOMAN CREEK BANCORP INCORPORATED
                               1999 ANNUAL REPORT

--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------



Letter to Stockholders....................................................    1

Corporate Profile and Stock Market Information.............................   2

Financial Highlights......................................................    3

Management's Discussion and Analysis of
  Financial Condition and Results of Operations...........................    4

Independent Auditors' Report  ............................................   14

Consolidated Balance Sheets...............................................   15

Consolidated Statements of Income.........................................   16

Consolidated Statements of Stockholders' Equity and Comprehensive Income..   17

Consolidated Statements of Cash Flows.....................................   18

Notes to Consolidated Financial Statements................................   19



<PAGE>


                     [CRAZY WOMAN CREEK BANCORP LETTERHEAD]






To Our Stockholders:



I am pleased to present our third  annual  report  after the  completion  of our
mutual  to stock  conversion  in  1996.  Since  the  conversion,  the  officers,
directors,  and staff have been  dedicated  to  achieving  goals  leading to the
enhancement  of  shareholder  value.  The continued  payment of dividends and an
additional  repurchase  of 5% of the  outstanding  shares  are  examples  of the
Board's and management's efforts to enhance returns.

The goals set by management  for fiscal year 1999 included  increasing  deposits
and loan  originations.  The goal to increase  deposits was  achieved,  but loan
originations declined. An addition of $1.344 million in deposits represents a 4%
increase. Our loan originations declined from $11.542 million to $10.116 million
despite management's  efforts to originate loans. In addition,  net earnings for
the fiscal year ending September 30, 1999 were $689,700  compared to $712,400 in
fiscal 1998.  Total assets were $63.661  million  compared to $62.153 million at
the end of fiscal year 1998.  Basic  earnings  per share was $0.81 at the end of
the fiscal year.

During fiscal year 1999, the Board and management made a concentrated  effort to
be  technologically   prepared  in  response  to  the  Year  2000  date  change.
Implementation of Year 2000 compliant software and hardware is complete. We have
worked with various third parties on their efforts and although  there can be no
assurances, we do not expect any significant problems.

The officers and directors of Crazy Woman Creek Bancorp Incorporated are looking
forward to the  challenges  that will be presented  during  fiscal year 2000. In
addition to issues relating to the Year 2000, the industry is  experiencing  the
prospects of declining interest margins,  lower income levels, and the continued
slowing  of the world  economy.  The  focus of  management  will be to  continue
increasing loan originations and growing  deposits.  The development of products
and services  will  continue to be emphasized to benefit our customers and serve
the financial needs of the community.

I wish to  personally  invite all  stockholders  to our annual  meeting  that is
scheduled on January 26th at 3:00 p.m. at our office in Buffalo, Wyoming.

Sincerely,


/s/Deane D. Bjerke
------------------
Deane D. Bjerke
President

<PAGE>


                     CRAZY WOMAN CREEK BANCORP INCORPORATED

Corporate Profile

Crazy Woman Creek Bancorp  Incorporated (the "Company") is the parent company of
Buffalo Federal Savings Bank ("Buffalo Federal" or the "Bank"). The Company is a
savings and loan holding  company which,  under existing laws, is not restricted
in the types of  activities in which it can engage.  At the present time,  since
the Company  does not conduct any  significant  business,  the Company  does not
intend to employ any persons  other than officers but utilizes the support staff
and facilities of the Bank from time to time.

Buffalo Federal is a  federally-chartered  stock savings bank  headquartered  in
Buffalo, Wyoming, which was originally chartered in 1932 under the name "Buffalo
Building and Loan Association." Deposits are insured up to the maximum allowable
by federal law. The Bank is a community oriented savings institution  offering a
variety  of  financial  services  to meet the needs of the  communities  that it
serves.  Buffalo  Federal  conducts  its  business  from its office in  Buffalo,
Wyoming.

Buffalo  Federal  attracts  deposits  from the  general  public  and  uses  such
deposits,  together with borrowings and other funds,  primarily to originate and
fund loans  secured by first  mortgages on  owner-occupied,  one-to-four  family
residences  in its market  area.  The Bank also makes home equity  loans,  loans
secured  by  deposits,  automobile  loans  and  personal  loans and  invests  in
municipal obligations, mortgage-backed securities, and other investments.

Stock Market Information

Since its initial public offering in March 1996, the Company's  common stock has
been traded on the Nasdaq SmallCap Market under the symbol "CRZY." The following
table  reflects the stock price highs and lows for each quarter  during the last
two years as reported by Nasdaq as well as cash  dividends  declared  during the
periods.
                                           HIGH         LOW        DIVIDENDS
                                           ----         ---        ---------

July 1, 1999 - September 30, 1999        $ 12.50     $ 11.56        $ 0.12
April 1, 1999 - June 30, 1999              13.88       11.88          0.10
January 1, 1999 - March 31, 1999           13.00       11.88          0.10
October 1, 1998 - December 31, 1998        15.50       11.94          0.10
July 1, 1998 - September 30, 1998          17.38       12.50          0.10
April 1, 1998 - June 30, 1998              20.00       16.63          0.10
January 1, 1998 - March 31, 1998           17.25       15.13          0.10
October 1, 1997 - December 31, 1997        15.68       14.75          0.10

Quotations  reflect  inter-dealer  prices without retail  mark-up,  mark-down or
commission,   and  may  not  represent  actual   transactions.   The  number  of
shareholders   of  record  of  common  stock  as  of  December  17,  1999,   was
approximately  238.  This does not reflect the number of persons or entities who
held stock in nominee or "street"  name  through  various  brokerage  firms.  At
December 17, 1999, there were 863,798 shares outstanding.

The Company's ability to pay dividends to stockholders is dependent in part upon
the dividends it receives from the Bank.  The Bank may not declare or pay a cash
dividend  on any of its stock if the  effect  thereof  would  cause  the  Bank's
regulatory  capital  to be  reduced  below  (1)  the  amount  required  for  the
liquidation  account  established in connection with the Bank's  conversion from
mutual to stock form, or (2) the regulatory capital  requirements imposed by the
Office of Thrift Supervision ("OTS").

                                      -2-
<PAGE>
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands except per share date)
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
At or For the Year Ended September 30,                1999             1998            1997            1996             1995
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>              <C>             <C>
Loan receivable, net                                   $29,727         $29,986         $28,636          $25,859         $23,006
Mortgage-backed securities, held to maturity (4)            --           2,521           3,644            4,228           3,148
Investment securities, held to maturity (4)                 --           1,417           5,365            6,075           6,806
Investment and mortgage-backed
    securities, available for sale (4)                  29,479          24,635          19,155           13,365 (1)       2,230
Total assets                                            63,661          62,153          59,952           51,517 (1)      37,510
Deposits                                                34,257          32,913          29,506           29,371          28,209
FHLB advances                                           15,600          14,650          15,700            6,113           3,183
Total stockholders' equity                              13,356          14,036          14,210           15,508 (1)       5,857
Interest income                                          4,278           4,420           3,940            3,274 (1)       2,722
Interest expense                                         2,359           2,448           1,983            1,702           1,455
Net interest income                                      1,919           1,973           1,957            1,572           1,267
Provision for loan losses                                    6              18               -                -              42
Net income                                                 689             712             691              355 (2)         352
--------------------------------------------------------------------------------------------------------------------------------
OTHER SELECTED DATA
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
At or For the Year Ended September 30,                1999             1998            1997            1996             1995
--------------------------------------------------------------------------------------------------------------------------------
Performance Ratios:
Return on average assets (net income
    divided by average total assets) (2)                  1.10%           1.16%           1.28%            0.80%           0.96%
Return on average equity (net income
    divided by average equity) (1) (2)                    4.95%           4.96%           4.74%            3.07%           6.10%
Average interest-earning assets to average
    interest-bearing liabilities (1)                    128.32%         130.65%         136.86%          133.47%         117.59%
Net interest income after provision for
    loan losses to average earning assets                 3.10%           3.25%           3.71%            3.47%           3.35%
Net interest rate spread                                  2.03%           2.03%           2.32%            2.26%           2.84%
Average equity to average assets ratio
    (average equity divided by average
    total assets) (1)                                    22.19%          23.46%          27.07%           25.50%          15.76%
Equity to assets at period end (1)                       20.98%          22.59%          23.70%           30.10%          15.61%
Non-performing assets to total assets                     0.22%           0.41%           0.38%            0.06%           0.33%
Non-performing loans to net loans                         0.23%           0.86%           0.79%            0.12%           0.30%
Allowance for loan losses, REO and other
    repossessed assets to non-performing
    assets                                               76.60%         110.66%         134.22%          862.50%         223.58%
Allowance for loan losses to net loans                    0.84%           0.92%           1.04%            1.06%           1.18%
Net charge-offs (recoveries) to total loans                              0.12%           (0.09%)          (0.01%)         (0.11%)
                                                          0.13%
Basic earnings per share (3)                            $ 0.81           $0.79           $0.73            $0.36             n/a
Diluted earnings per share (3)                          $ 0.80           $0.77           $0.73              n/a             n/a
Book value per share (3)                                $15.46          $15.44          $14.88           $14.66             n/a
</TABLE>

-------------------------------------
(1)  The change in fiscal 1996 is primarily due to the conversion  from a mutual
     to a stock company in March 1996.
(2)  Includes  a one  time  assessment  in  fiscal  year  1996 of $  186,569  to
     recapitalize the SAIF.
(3)  There were no shares outstanding prior to the consummation of the Company's
     initial public offering on March 29, 1996.
(4)  As of October 1, 1998 all securities were classified as available for sale.
     The  Company  elected  early   implementation  of  Statement  of  Financial
     Accounting Standards (SFAS) No. 133 "Accounting for Derivative  Instruments
     and  Hedging  Activities"  - See  discussion  of  SFAS  133 in  "Management
     Discussion and Analysis of Financial  Condition and Results of Operations -
     Financial Condition".

                                      -3-

<PAGE>

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

General

     The Private  Securities  Litigation Reform act of 1995 contains safe harbor
provisions regarding  forward-looking  statements.  When used in the discussion,
the words  "believe",  "anticipates",  "contemplates",  "expects",  and  similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties  which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest  rates,  risks  associated  with opening new  branches,  the
ability to control  costs and expenses,  and general  economic  conditions.  The
Company undertakes no obligation to publicly release the results of any revision
to those  forward-looking  statements  which  may be made to  reflect  events or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrences  of
unanticipated events.

     The  Company  was  formed in  connection  with the  Bank's  mutual-to-stock
conversion  that was  consummated  on March 29, 1996.  The Company's  assets are
comprised of its  investment  in the Bank,  loans to the Bank's  Employee  Stock
Ownership  Plan  ("ESOP"),  and shares held in three indexed  mutual funds.  The
Bank's net earnings are dependent primarily on its net interest income, which is
the difference between interest income earned on its interest-earning assets and
interest  expense  paid on  interest-bearing  liabilities.  For the  year  ended
September  30,  1999,  the  Bank's  interest  income  was  $4.278  million,   or
approximately  97.8% of gross earnings (i.e.,  interest income and  non-interest
income). The Bank's interest rate spread is affected by regulatory, economic and
competitive  factors  that  influence  interest  rates,  loan demand and deposit
flows.  For the year ended  September  30, 1999,  the Bank's net  interest  rate
spread was 2.03%. To a lesser extent,  the Bank's net earnings also are affected
by the level of non-interest income, which primarily consists of service charges
and other operating income. In addition,  net earnings are affected by the level
of non-interest (general and administrative) expenses.

     The operations of the Bank and the entire thrift industry are significantly
affected by prevailing  economic  conditions,  competition  and the monetary and
fiscal policies of the federal  government and  governmental  agencies.  Lending
activities are  influenced by the demand for and supply of housing,  competition
among  lenders,  the  level of  interest  rates and the  availability  of funds.
Deposit flows and costs of funds are  influenced  by prevailing  market rates of
interest, primarily on competing investments, account maturities, and the levels
of personal income and savings in the Bank's market area.

Asset/Liability Management and Interest Rate Risk

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

                                      -4-
<PAGE>

     The Bank is subject to  significant  interest  rate risk as a result of its
historical  emphasis on the  origination for portfolio of fixed-rate one to four
family mortgage loans. In order to improve the Bank's interest rate sensitivity,
however, management has attempted to shorten the maturities of the Bank's assets
and lengthen the maturities of its liabilities, while maintaining asset quality.
This  strategy has been  implemented  by (i)  emphasizing  the  origination  for
portfolio of 15-and 20-year  fixed-rate  mortgage loans;  (ii) brokering 30-year
fixed-rate  mortgage  loans for a third party and receiving a commission;  (iii)
offering  adjustable rate home equity and shorter-term  installment  loans; (iv)
emphasizing the  solicitation and retention of core deposits and lengthening the
average  maturity  of  deposits  by  adopting a tiered  pricing  program for its
certificates of deposit (offering higher rates on longer term certificates); (v)
purchasing  for its own portfolio  adjustable-rate  mortgage-backed  securities,
(vi)  investing in short- and  intermediate-term  investment  securities,  (vii)
emphasizing the origination of adjustable-rate  mortgage loans;  (viii) managing
deposit  interest rates;  and (ix) utilizing FHLB advances to facilitate  growth
and lengthen liabilities.  These measures, while significant, may only partially
offset the Bank's  interest  rate risk.  Furthermore,  the Bank  believes it has
sufficient capital to accept a certain degree of interest rate risk.

     To monitor the Bank's interest rate risk, the Bank also utilizes  quarterly
reports by the OTS which  measure the Bank's  interest rate risk by modeling the
change in the Bank's net portfolio value ("NPV") over a variety of interest rate
scenarios.  NPV is  defined as the  present  value of  expected  cash flows from
assets,  liabilities and off-balance sheet contracts. Based on the September 30,
1999 report the Bank had a greater than  "normal"  level of interest  rate risk.
See also "- Impact of Inflation and Changing Prices."

     The Bank's Board of Directors is responsible  for revising the Bank's asset
and liability  policies.  The Bank's management is responsible for administering
the policies and  determinations  of the Board of Directors  with respect to the
Bank's asset and liability goals and strategies.


                                      -5-
<PAGE>

Analysis of Net Interest Income

     Average  Balances,  Interest,  Yields and Rates.  The following  table sets
forth certain  information  relating to the Company's  average balance sheet and
reflects  the average  yield on assets and average cost of  liabilities  for the
periods  indicated and the average yields earned and rates paid. Such yields and
costs are derived by dividing income or expense by the average balance of assets
or liabilities,  respectively,  for the periods presented.  Average balances are
derived from  month-end  balances.  Management  does not believe that the use of
month-end  balances  instead of daily  average  balances has caused any material
differences  in  the  information   presented.   When  interest-earning   assets
approximate or exceed interest-bearing  liabilities,  any positive interest rate
spread will generate net interest income.
<TABLE>
<CAPTION>

                                  At September                            Year Ended September 30,
                                 ------------------------------------------------------------------------------------------
                                       30,
                                 ----------------  ------------------------------------------------------------------------
                                      1999                        1999                                 1998
                                 ----------------  ------------------------------------  ----------------------------------
                                                    Average                 Average       Average                 Average
                                   Yield/Cost       Balance     Interest   Yield/Cost     Balance    Interest    Yield/Cost
                                 ----------------  -----------  ---------  ------------ ------------ ----------  -----------
                                                                            (Dollars in Thousands)
Interest-earning assets:
<S>                                   <C>           <C>         <C>          <C>          <C>         <C>         <C>
   Loans receivable (1)                 8.07  %       $30,152     $2,382       7.90 %       $29,202     $2,412      8.26 %
   Securities
   available-for-sale:
     Mortgage-backed securities         5.52            9,838        606       6.16           9,549        635      6.65
     Investment securities              6.36           19,282      1,177       6.10          18,985      1,244      6.55
   Other interest-earning assets        5.30            2,425        113       4.66           2,321        129     5.56
                                                   -----------  ----------               -----------  ---------
     Total interest-earning             6.97           61,697       4,278      6.93          60,057      4,420      7.36
     assets                                        -----------  ----------               -----------  ---------
Non-interest-earning assets                             1,117                                 1,094
                                                   ===========                           ===========
   Total assets                                       $62,814                               $61,151
                                                   ===========                           ===========

Interest-bearing liabilities
   Interest checking                    3.65            8,739        322       3.68           7,593        301      3.96
   Time deposits/passbook               4.88           24,262      1,227       5.06          22,964      1,238      5.39
                                                   -----------  ---------                ----------- ----------
   Total deposit accounts               4.56           33,001      1,549       4.69          30,557      1,539      5.04
   FHLB advances                        5.19           15,078        810       5.37          15,413        908      5.89
                                                   -----------  ---------                ----------- ----------
     Total interest-bearing             4.76           48,079      2,359       4.91          45,970      2,447      5.33
       liabilities                                 -----------  ---------                ----------- ----------

Non-interest-bearing liabilities                          793                                   832
                                                   -----------                           -----------
   Total liabilities                                 $ 48,872                               $46,802
                                                   -----------                           -----------
   Total stockholders' equity                          13,942                                14,349
                                                   ===========                           ===========
   Total liabilities and
     stockholders' equity                             $62,814                               $61,151
                                                   ===========                           ===========
Net interest income                                               $1,919                                $1,973
                                                                =========                            ==========
Interest rate spread                                                           2.02 %                               2.03 %
                                                                            ========                             ========
Net interest margin                                                            3.11 %                               3.29 %
                                                                            ========                             ========
Ratio of average interest-earning assets
to average interest-bearing liabilities                                      128.32                               130.64 %
                                                                            ========                             ========
</TABLE>
---------------------------------
(1)  Average balances include non-accrual loans, and are net of reserve for loan
     losses and deferred loan fees.
(2)  Also includes interest-bearing deposits in other financial institutions.



<PAGE>

     Rate/Volume  Analysis.  The table following sets forth certain  information
regarding  changes in interest  income and interest  expense of the Bank for the
periods   indicated.   For  each   category  of   interest-earning   assets  and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume (changes in average volume  multiplied by old rate);  (ii)
changes in rates  (changes  in rate  multiplied  by old average  volume);  (iii)
changes in  rate-volume  (changes  in rate  multiplied  by the change in average
volume).
<TABLE>
<CAPTION>

                                                                 Year ended September 30,
                                                                      1999 vs. 1998
                                                                Increase (Decrease) Due to
                                                                                   Rate/
                                               Volume             Rate            Volume              Net
                                            --------------    --------------   --------------    --------------
                                                                       In Thousands
<S>                                              <C>             <C>               <C>               <C>
Interest Income:

     Loans receivable                              $   78          $  (105)          $   (3)           $  (30)
     Securities available-for-sale:
       Mortgage-backed securities                      19              (47)              (1)              (29)
       Investment securities                           19              (85)              (1)              (67)
     Other interest-earning assets                      6              (21)              (1)              (16)
                                            --------------    --------------   --------------    --------------
         Total interest-earning assets            $   122          $  (258)          $   (6)          $  (142)
                                            ==============    ==============   ==============    ==============

Interest expense
     Deposit accounts                             $   124          $  (106)          $   (8)            $   10
     FHLB advances                                   (20)              (80)                2              (98)
                                            --------------    --------------   --------------    --------------
         Total interest-bearing                   $   104          $  (186)          $   (6)          $   (88)
         liabilities                        ==============    ==============   ==============    ==============

Net change in net interest income                  $   18          $   (72)           $   --          $   (54)
                                            ==============    ==============   ==============    ==============
</TABLE>

Financial Condition

     The Company's  assets  increased by $1.508 million from $62.153  million at
September  30, 1998 to $63.661  million at  September  30,  1999.  The growth in
assets was primarily  attributed to an increase in cash and cash equivalents and
in investment and  mortgage-backed  securities  available for sale. Asset growth
was primarily funded through a $1.344 million increase in deposits.

     The Company's net investment in mortgage-backed  and investment  securities
available for sale increased by $4.844 million from $24.635 million at September
30, 1998 to $29.479  million at September 30, 1999.  Meanwhile,  investment  and
mortgage-backed  securities held to maturity decreased by $3.938 million.  As of
October 1, 1998 all  securities  were  classified  as  available  for sale.  The
Company  elected  early  implementation  of Statement  of  Financial  Accounting
Standards  (SFAS) No. 133  "Accounting  for Derivative  Instruments  and Hedging
Activities".  The statement  establishes  accounting and reporting standards for
all, existing and new,  derivative  instruments,  including  certain  derivative
instruments embedded in other contracts and hedging activities.  SFAS 133 has no
material impact on the Company's  current  financial  statements  except that it
also allowed for a one-time  reclassification  of the investment  portfolio from
held-to-maturity,  of $3.938 million,  to either trading or  available-for-sale,
which the Company  made at the date of  adoption.  The net effect on the balance
sheet was an increase in total  assets of $83,696,  deferred  tax  liability  of
$28,457 and unrealized gains on securities available for sale of $55,239.

                                      -7-
<PAGE>

     The Company  experienced a slight decline in loans. From September 30, 1998
to September 30, 1999 net loans  receivable  decreased  from $29.986  million to
$29.727 million,  representing a decrease of $259,000 or 0.87%. Decline in share
loans, home equity lines of credit and commercial real estate accounted for most
of the change in loans.

     Deposits  increased by $1.344 million from $32.913 million at September 30,
1998 to  $34.257  million  at  September  30,  1999.  Interest-bearing  checking
accounts  (NOW and  money  market  checking)  increased  by  $473,000,  business
checking accounts increased  $47,000,  and passbook and certificates of deposits
increased by $824,000.  This increase in deposits was primarily used to purchase
investment and mortgage-backed securities available-for-sale.

     The Company increased its level of borrowings from the FHLB of Seattle from
$14.650  million at September 30, 1998 to $15.600 million at September 30, 1999.
This  represents  an increase of  $950,000.  The  increase in FHLB  advances was
primarily   used  to  purchase   investment   and   mortgage-backed   securities
available-for-sale.  The Company  utilizes  FHLB  advances to take  advantage of
investment  opportunities  with the goal of earning  income on the interest rate
differential  between the yield earned on the  investments  and the rate paid on
the FHLB advances.

     Total  stockholders'  equity  declined by $680,000 from $14.036  million at
September  30, 1998 to $13.356  million at  September  30, 1999  primarily  as a
result of stock repurchases.  After obtaining regulatory  approval,  the Company
repurchased  a total of 45,463  shares of its  common  stock in May,  June,  and
August of 1999.  The purchases  totaled  $581,000.  The change in the unrealized
gain   (loss)  on   investment   securities   and   mortgage-backed   securities
available-for-sale   further   reduced   stockholders'   equity   by   $549,000.
Stockholders'  equity was  further  reduced by cash  dividends  declared  during
fiscal year 1999. These dividends totaled $0.42 per share or $346,000.

Non-performing Assets

     Non-performing  assets  totaled  $141,000 at September 30, 1999 or 0.22% of
total  assets  compared  to  $256,000  at  September  30, 1998 or 0.41% of total
assets.  Non-performing  assets  are  primarily  comprised  of loans  secured by
residential  real estate.  Included in  non-performing  assets is a $66,000 loan
secured by commercial real estate,  $2,000 in consumer loans and one residential
real estate  property  owned by the Bank at $73,000.  At September 30, 1998, the
Company did not have any repossessed properties.

Comparison of Results of Operations  for the Years Ended  September 30, 1999 and
1998

     Net Income.  For the year ended  September 30, 1999 the Company  posted net
income of $689,000 or diluted  earnings per share of $.80 compared to net income
of $712,000 or diluted  earnings per share of $.77 for the year ended  September
30,  1998.  Net income was lower in 1999 than in 1998  primarily  as a result of
declining net interest income.  Net income was lower in 1999 even though average
earning  assets were higher in 1999 than in 1998.  Average  earning  assets were
higher  in 1999  because  of the  increase  in  investment  and  mortgage-backed
securities available-for-sale and FHLB deposits.


                                      -8-
<PAGE>

     Net Interest  Income.  Net interest income decreased by $54,000 from $1.973
million for the year ended  September  30,  1998 to $1.919  million for the year
ended  September  30, 1999.  The decrease in net interest  income was  primarily
attributed  to a decrease in the volume of interest  earning  assets to interest
bearing  liabilities.  The ratio of interest  earning assets to interest bearing
liabilities  decreased from 130.64% for the twelve month period ended  September
30,  1998 to  128.32%  for the same  period in 1999.  Also  contributing  to the
decrease  in net  interest  income was a slight  decrease in the  interest  rate
spread from 2.03% for the twelve month period ended  September 30, 1998 to 2.02%
for the twelve month period ended September 30, 1999.

     Interest  Income.  Total interest income  decreased by $142,000 from $4.420
million for the year ended  September  30,  1998 to $4.278  million for the year
ended September 30,1999. The decrease in interest income was primarily caused by
a decrease in the yield on average  interest earning assets from 1998 to 1999. A
decrease in the yield on average  earning assets from 7.36% for the twelve month
period  ended  September  30,  1998 to 6.93% for the same  period in 1999 caused
interest  income to decrease by  $258,000.  During the twelve month period ended
September 30, 1998 average  interest  earning  assets  totaled  $60.057  million
compared to $61.697 million for the same period in 1999. This increase in volume
caused interest income to increase by $122,000 for the periods covered.

     Interest Expense.  Deposit interest expense increased by $9,000 from $1.540
million for the year ended  September  30,  1998 to $1.549  million for the year
ended  September 30, 1999  primarily as a result of an increase in the volume of
interest  bearing  deposits,  somewhat offset by a decrease in the cost of these
funds.  Average  interest  bearing  deposits  increased  by $2.44  million  from
September 30, 1998 to September 30, 1999  contributing to the $124,000  increase
in interest  expense.  An decrease in the cost of interest bearing deposits from
5.04% for the twelve  month  period  ended  September  30, 1998 to 4.69% for the
twelve month period  ended  September  30, 1999  decreased  interest  expense by
$106,000.

     FHLB advance  interest  expense  decreased by $98,000 from $908,000 for the
year ended September 30, 1998 to $810,000 for the year ended September 30, 1999,
primarily  from a  lower  interest  rate  on  advances.  Average  FHLB  advances
decreased  from $15.41  million for the twelve month period ended  September 30,
1998 to $15.08  million for the twelve month period  ended  September  30, 1999.
This  decrease in volume  caused  interest  expense to  decrease  by $20,000.  A
decrease in the cost of FHLB advances from 5.89% in 1998 to 5.37% 1999 accounted
for a $80,000 decrease in interest expense.

     The total cost of average interest  bearing  liabilities was 4.91% for 1999
and 5.33% for 1998.

     Provision for Loan Losses. The provision for loan losses was $6,000 in 1999
and $18,000 in 1998.  In 1999,  recoveries  totaled  $30,000  while  charge-offs
totaled $71,000. Loan charge-offs were greater than recoveries in 1999 resulting
in a net  decrease  in the  allowance  for loan  loss of  $35,000.  Management's
periodic evaluation of the adequacy of the allowance is based on factors such as
the Bank's past loan loss experience, known and inherent risks in the portfolio,
adverse  situations that may affect the borrower's  ability to repay,  estimated
value of any underlying collateral, current and prospective economic conditions,
and independent  appraisals.  Any increase or decrease in the provision for loan
losses  has a  corresponding  negative  or  positive  effect on net  income.  At
September 30, 1999, the allowance  represented  0.84% of net loans receivable as
compared to 0.92% of loans receivable at September 30, 1998.  Subsequent to year
end  there  has been  approximately  $26,000  of loans  recovered  that had been
written off during the year ended September 30, 1999.


                                      -9-
<PAGE>

     Assessment  of the  adequacy  of the  allowance  for loan  losses  involves
subjective  judgments  regarding  future  events,  and  thus,  there  can  be no
assurance  that  additional  provisions  for loan losses will not be required in
future periods.

     Non-Interest  Income.  Non-interest  income was $96,000 for the years ended
September 30, 1999 and 1998.  Customer service charges  decreased by $4,000 as a
result of less deposit account  overdrafts.  Other operating income increased by
$10,000  as a result of fees  associated  with the loan  portfolio.  These  fees
increased  due to the volume of  refinancing  and loan  modifications.  In 1999,
losses on the sale of  investment  securities  were  $3,000.  Meanwhile in 1998,
gains on the sale of investment securities totaled $3,000.

     Non-Interest Expense. Non-interest expense was $997,000 for the years ended
September 30, 1999 and 1998. Compensation and benefit expense was $11,000 higher
in 1998 than in 1999  primarily  as a result of general  pay  increases  in 1999
offset by reduced costs  associated  with the Bank's ESOP and  Management  Stock
Bonus Plan ("MSBP").

     Occupancy  and equipment  expenses  declined by $9,000 from $89,000 for the
year ended  September 30, 1998 to $80,000 for the year ended  September 30, 1999
due to a decline in building maintenance. Data processing costs increased during
1999 to $109,000 from $100,000 in 1998.  Other operating  expenses  expense were
$11,000 higher in 1999 than in 1998. There were no other significant  changes in
operating expenses.

     Income  Taxes.  The  effective  tax rates for 1999 and 1998 were 31.94% and
32.42%, respectively. There is no state income tax imposed on the Company.

Liquidity and Capital Resources

Primary  source  of  income  is  dividends  from  the bank  and are  subject  to
regulatory provisions.

     The Bank is required to maintain minimum levels of liquid assets as defined
by OTS regulations.  This requirement,  which varies from time to time depending
upon  economic  conditions  and deposit  flows,  is based upon a  percentage  of
deposits and short term  borrowings.  The required  liquidity ratio currently is
5.0% and the Bank's  liquidity  ratio  average was 63.93% at September  30, 1999
compared to 61.08% at September 30, 1998.

     The  Bank's  primary   sources  of  funds  are  deposits,   prepayment  and
amortization of loans and mortgage-backed  securities,  maturities of investment
securities,  earnings  from  operations,  and advances from the FHLB of Seattle.
While scheduled principal  repayments are greatly influenced by general interest
rates, economic conditions,  competition and other factors, the Bank manages the
pricing of its  deposits to maintain  desired  levels and invests in  short-term
interest-earning   assets,   which   provide   liquidity  to  meet  its  lending
requirements.

     During the years ended  September 30, 1999 and 1998,  the Bank had positive
net cash flows of $913,000  and $780,000  from  operating  activities  and $1.38
million and $1.21 million from financing activities,  respectively. The Company,
however, experienced negative net cash flows of $1.67 million and $1.62 million,
respectively, from investing activities.


                                      -10-
<PAGE>

     The primary investing activity of the Bank is the origination of fixed-rate
mortgages  with  maturities of less than 20 years and the purchase of investment
securities.  During fiscal 1999 and 1998, the Bank originated  mortgage loans in
the amounts of $10.12  million and $11.54  million,  respectively.  The proceeds
from  new  deposits  were  used  to  fund  such  investment  activities  as  the
origination  of loans and the purchase of  investment  securities  available for
sale.

     Net income,  adjusted  for the non-cash and  non-operating  items,  was the
primary source of cash flows from  operating  activities in both fiscal 1999 and
1998.

     During fiscal 1999 and 1998,  investing  activities  used $1.67 million and
$1.62 million, respectively,  primarily to purchase investment securities and to
fund  the  origination  of  loans.  This  use of cash  was  offset  somewhat  by
maturities and calls of investment  securities and the repayment of principal on
loans.

     Changes in cash flows from financing  activities  during these periods have
primarily  been related to changes in deposits,  borrowings,  dividends paid and
stock repurchases in 1999. The primary financing  activities of the Bank are the
attraction  of deposits  and  borrowing  funds from the FHLB of Seattle.  During
fiscal year 1999,  deposits  increased $1.34 million.  The Bank also supplements
its deposits with advances from the FHLB of Seattle to manage interest rate risk
and to take  advantage  of  investment  opportunities  with the goal of  earning
income  on the  interest  rate  differential  between  the  yield  earned on the
investments  and the rate paid on the advances.  During  fiscal year 1999,  FHLB
advances increased by $950,000. The increases in deposits and FHLB advances were
used to purchase investment securities and to fund loan originations. Generally,
the cost of advances is greater than the cost of deposits.

     The Bank  anticipates  that it will have sufficient funds available to meet
its current  commitments.  At September 30, 1999,  the Bank had  commitments  to
originate  loans of  $610,000.  Certificates  of  deposit  and State of  Wyoming
deposits  which are  scheduled to mature in less than one year at September  30,
1999 totaled $16.07 million. Based on historical experience, management believes
that a significant portion of such deposits will remain with the Bank.

Year 2000

     The Year 2000 problem  exists  because many computer  programs use only the
last two digits to refer to a year. This convention could affect  date-sensitive
calculations  that treat "00" as the year 1900,  rather than 2000. An additional
issue is that 1900 was not a leap  year,  whereas  the year 2000 is.  Therefore,
some programs may not properly provide for February 29, 2000. This anomaly could
result is miscalculations  when processing critical  date-sensitive  information
after December 31, 1999.

     The following  discussion of the  implications of the Year 2000 problem for
the Company  contains  numerous  forward-looking  statements based on inherently
uncertain information. The cost of the project and the date on which the Company
plans to complete the internal Year 2000 modifications are based on management's
best estimates,  which were derived  utilizing a number of assumptions of future
events including the continued  availability of internal and external resources,
third party modifications and other factors.  However, there can be no guarantee
that these estimates will be achieved and actual results could differ. Moreover,
although management believes it will be able to make the necessary modifications
in advance,  there can be no guarantees that failure to modify the systems would
not have a material adverse affect on the Company.

                                      -11-

<PAGE>

     Year 2000 issues expose the Company to a number of risks, any one of which,
if  realized,  could have a  material  adverse  effect on the  Bank's  business,
results  of  operations  or  financial   condition.   These  risks  include  the
possibility that, to the extent certain vendors fail to adequately  address Year
2000 issues,  the Bank may suffer disruptions in important services on which the
Bank depends, such as telecommunications, electrical power, and data processing.
Year 2000 issues could affect the Bank's liquidity,  if customer  withdrawals in
anticipation  of the Year  2000 are  greater  that  expected,  or if the  Bank's
lenders  are  unable to  provide  the Bank with  funds when and as needed by the
Company.  Year 2000  issues also  create  additional  credit risk to the Company
insofar as the failure of the  Company's  customers  and the  counterparties  to
adequately  address Year 2000 issues could  increase the  likelihood  that these
customers and counterparties  become delinquent or default on the obligations to
the Bank. In addition to increasing  the Bank's risk exposure to problem  loans,
credit  losses  and  liquidity  problems,  Year 2000  issues  expose the Bank to
increased  risk of  litigation  losses and expenses  relating to the  foregoing.
There are other Year 2000 risks  besides those  described  above that may impact
the Bank's business, results of operations and financial condition.

     In  addition,  the  Company  places a high  degree of reliance on its third
party processor and computer systems of other financial  institutions.  Although
the Company is  assessing  the  readiness of these other  parties and  preparing
contingency  plans,  there can be no  guarantee  that the failure of these other
parties to modify their systems in advance of December 31, 1999 would not have a
material adverse affect on the Company.

     During  fiscal  1998,  the  Company  adopted a Year 2000  Action  Plan (the
"Plan") and established a Year 2000 Committee (the "Committee").  The objectives
of the Plan and the Committee are to prepare the Company for the new millennium.
As  recommended  by  the  Federal  Financial  Institutions  Examination  Council
("FFIEC"),  the Plan encompasses the following  phases:  Awareness,  Assessment,
Renovation, Validation and Implementation.  These phases will enable the Company
to identify risks, develop an action plan, perform adequate testing and complete
certification that its processing systems will be Year 2000 ready.  Execution of
the Plan is currently on target.  The Company has completed  the  Implementation
phase,  which  included  instituting  Year 2000  ready  software  and  hardware.
Prioritization of the most critical applications has been addressed,  along with
contract and service agreements.  The primary operating software for the Company
is obtained and maintained by an external service center (the "Service Center").
The Company  has  maintained  ongoing  contact  with the Service  Center so that
modification of the software for the Year 2000 readiness is a top priority.  The
Service  Center is considered  Year 2000 compliant as of September 30, 1999. The
Service Center is completed  with their  Implementation  phase.  The Company has
contacted all other major vendors and suppliers  regarding their Year 2000 state
of readiness. Each of these third parties has delivered written assurance to the
Company that they are Year 2000 compliant.  These third parties also supply,  at
least  quarterly,  an update of their  progress.  The Company has  contacted and
certified that all material customers and non-information  technology  suppliers
are Year 2000 compliant.

     We are unable to test the Year 2000 readiness of our significant  suppliers
of  utilities.  We are relying on the utility  companies'  internal  testing and
representations  to provide the required  services  that drive our data systems.
Any failure of the  utilities to  adequately  address the Year 2000 issues could
result in the Bank being unable to service its customers on a timely basis.  The
Bank has  arranged  for a generator,  to be on site during the  rollover,  which
should  provide  electric  power  in the  event  any  local  electric  utilities
experience problems.


                                      -12-
<PAGE>

     Costs have been incurred due to the replacement of non-compliant  computers
and software.  The Company does not  anticipate  that the related  overall costs
will be material in any single year. In total,  the Company  estimated  that its
cost for  compliance  will amount to  approximately  $20,000 over the three year
period  from  1998-2000,  of which  approximately  $18,000  was  incurred  as of
September 30, 1999. The Company does not separately track the internal personnel
costs incurred for the Year 2000 compliance.  No assurance can be given that the
Year 2000  Compliance  Plan will be completed  successfully by the Year 2000, in
which event the Company could incur significant  costs. If the Service Center is
unable to resolve  the  potential  problem in time,  the  Company  would  likely
experience  significant  data  processing  delays,  mistakes or failures.  These
delays,  mistakes or failures  could have a  significant  adverse  impact on the
financial statements of the Company.

     One of the guidelines from the FFIEC is to establish a Contingency Plan for
all possible Year 2000 failures.  During fiscal 1998, the Company adopted a Year
2000  Contingency  Plan. The objective of the Contingency Plan is to prepare for
any Year 2000 failures.  These failures could result from internal  software and
hardware,  the Service  Center,  and/or  third  parties  (utilities,  telephone,
suppliers,  and other banks).  The Contingency Plan is continually being revised
based on new  information  and  updates  on the Year 2000  conversions  of third
parties and other vendors.

     Despite the best  efforts of  management  to address  this issue,  the vast
number of external entities that have direct and indirect business relationships
with the Bank, such as customers,  vendors,  payment systems providers and other
financial institutions,  makes it impossible to assure that a failure to achieve
compliance by one or more of these  entities  would not have a material  adverse
impact on the operations of the Bank.

Impact of Inflation and Changing Prices

     The  financial  statements  of the  Company  and notes  thereto,  presented
elsewhere  herein,  have been prepared in  accordance  with  generally  accepted
accounting  principles,  which require the measurement of financial position and
operating results in terms of historical dollars without  considering the change
in the relative  purchasing  power of money over time and due to inflation.  The
impact  of  inflation  is  reflected  in the  increased  cost  of the  Company's
operations.  Unlike  most  industrial  companies,  nearly  all  the  assets  and
liabilities of the Company are monetary.

     As a  result,  interest  rates  have a  greater  impact  on  the  Company's
performance  than do the effects of general levels of inflation.  Interest rates
do not necessarily move in the same direction or to the same extent as the price
of goods and services.

     The Company's subsidiary,  the Bank, is a traditional thrift that primarily
originates and holds long-term home loans. These loans are primarily funded with
short-term  deposits.  Because of this mismatch,  the Bank's financial condition
and results of  operations  may be adversely  affected by a sudden and prolonged
increase in interest rates. See also "-Asset/Liability and Interest Rate Risk."


                                      -13-

<PAGE>










                          Independent Auditors' Report



The Board of Directors and Stockholders
Crazy Woman Creek Bancorp Incorporated:


We have  audited the  accompanying  consolidated  balance  sheets of Crazy Woman
Creek Bancorp Incorporated and subsidiary as of September 30, 1999 and 1998, and
the  related  consolidated  statements  of  income,   stockholders'  equity  and
comprehensive   income,   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  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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 Crazy Woman Creek
Bancorp  Incorporated  and subsidiary as of September 30, 1999 and 1998, and the
results of their  operations  and their cash flows for the years then ended,  in
conformity with generally accepted accounting principles.


                                /s/ KPMG LLP



Billings, Montana
October 29, 1999


<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                           Consolidated Balance Sheets

                           September 30, 1999 and 1998
<TABLE>
<CAPTION>

                               Assets                                          1999                  1998
                               ------                                 ------------------    ------------------

<S>                                                                 <C>                          <C>
Cash and cash equivalents                                             $      2,189,233             1,561,535
Interest bearing deposits                                                           --                99,000
Investment and mortgage-backed securities
      available-for-sale                                                    29,479,115            24,635,379
Investment and mortgage-backed securities held-to-
     maturity (estimated market value of $4,021,391 at
     September 30, 1998)                                                            --             3,937,696
Stock in Federal Home Loan Bank of Seattle, at cost                            987,700               917,100
Loans receivable, net                                                       29,727,123            29,986,223
Accrued interest receivable                                                    521,598               538,459
Premises and equipment, net                                                    544,312               397,538
Other real estate owned                                                         73,000                    --
Income tax receivable                                                               --                38,597
Deferred income taxes                                                           62,301                    --
Other assets                                                                    76,628                42,120
                                                                         ------------------    ------------------

                                                                      $     63,661,010            62,153,647
                                                                         ==================    ==================

                Liabilities and Stockholders' Equity
                ------------------------------------

Liabilities:
     Deposits                                                         $     34,257,336            32,913,120
     Advances from Federal Home Loan Bank                                   15,600,000            14,650,000
     Advance payments by borrowers for taxes and insurance                      68,934                64,438
     Income taxes payable                                                        7,172                    --
     Deferred income taxes                                                          --               210,706
     Dividends payable                                                         103,656                90,926
     Accrued expenses and other liabilities                                    267,711               188,728
                                                                         ------------------    ------------------

           Total liabilities                                                50,304,809            48,117,918

Stockholders' equity:
     Preferred stock, par value $.10 per share, 2,000,000
        shares authorized; none issued and outstanding                               --                     --
     Common stock, par value $.10 per share, 5,000,000
        shares authorized; 1,058,000 issued                                    105,800               105,800
     Additional paid-in capital                                             10,096,435            10,083,224
     Unearned ESOP/MSBP shares                                                (576,665)             (670,711)
     Retained earnings                                                       7,080,054             6,736,570
     Accumulated other comprehensive income (loss), net                       (341,126)              207,612
     Treasury stock at cost, 173,466 and 128,003 shares
        at September 30, 1999 and 1998, respectively                        (3,008,297)           (2,426,766)
                                                                         ------------------    ------------------

           Total stockholders' equity                                       13,356,201            14,035,729
                                                                         ------------------    ------------------

                                                                      $     63,661,010            62,153,647
                                                                         ==================    ==================

</TABLE>

See accompanying notes to consolidated financial statements.

                                       15
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                        Consolidated Statements of Income

                     Years ended September 30, 1999 and 1998
<TABLE>
<CAPTION>

                                                                               1999                  1998
                                                                         ------------------    ------------------

Interest income:
<S>                                                                  <C>                          <C>
     Loans receivable                                                 $      2,382,028             2,412,177
     Mortgage-backed securities                                                605,899               635,229
     Investment securities                                                   1,176,831             1,243,968
     Other interest-earning assets                                             113,246               128,930
                                                                         ------------------    ------------------
           Total interest income                                             4,278,004             4,420,304

Interest expense:
     Deposits                                                                1,548,345             1,539,445
     Advances from Federal Home Loan Bank                                      810,346               908,274
                                                                         ------------------    ------------------
           Total interest expense                                            2,358,691             2,447,719
                                                                         ------------------    ------------------
           Net interest income                                               1,919,313             1,972,585

Provision for loan losses                                                        6,000                18,000
                                                                         ------------------    ------------------
           Net interest income after provision for loan losses               1,913,313             1,954,585
                                                                         ------------------    ------------------
Non-interest income:
     Customer service charges                                                   46,256                49,881
     Other operating income                                                     53,397                43,034
     Gain (loss) on sale of securities, net                                     (3,155)                3,417
                                                                         ------------------    ------------------
           Total non-interest income                                            96,498                96,332
                                                                         ------------------    ------------------
Non-interest expense:
     Compensation and benefits                                                 523,205               533,883
     Occupancy and equipment                                                    79,915                88,753
     FDIC/SAIF deposit insurance premiums                                       18,926                18,552
     Advertising                                                                36,017                36,446
     Data processing services                                                  108,462                99,866
     Professional fees                                                          71,820                74,794
     Other                                                                     158,136               144,523
                                                                         ------------------    ------------------
           Total non-interest expense                                          996,481               996,817
                                                                         ------------------    ------------------
           Income before income taxes                                        1,013,330             1,054,100
Income tax expense                                                             323,642               341,700
                                                                         ------------------    ------------------
           Net income                                                 $        689,688               712,400
                                                                         ==================    ==================
Basic earnings per share                                              $           0.81                  0.79
                                                                         ==================    ==================
Diluted earnings per share                                            $           0.80                  0.77
                                                                         ==================    ==================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       16
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

    Consolidated Statements of Stockholders' Equity and Comprehensive Income

                     Years ended September 30, 1999 and 1998

<TABLE>
<CAPTION>
                                                                        Unearned               Accumulated
                                                           Additional     ESOP/                   other                   Total
                                                  Common    paid-in       MSBP     Retained    comprehensive Treasury  stockholders'
                                                  stock     capital      shares    earnings    income (loss)  stock      equity
                                                  -------  ----------  ---------   ---------    ---------    ---------  ----------
<S>                                            <C>        <C>         <C>         <C>            <C>      <C>          <C>
Balance at September 30, 1997                   $ 105,800  10,041,629  (809,272)   6,377,093      77,007   (1,581,918)  14,210,339

Comprehensive income:
     Net income                                      --          --        --        712,400        --           --        712,400
     Unrealized gain on securities
        available-for-sale, net of
        reclassification adjustment                  --          --        --           --       130,605         --        130,605
                                                                                                                       -----------
           Total comprehensive income             843,005

Repurchase of 47,700 shares of common stock          --          --        --           --          --       (827,979)    (827,979)
Tax benefit from stock related compensation          --        13,507      --           --          --           --         13,507
Stock options exercised                              --          --        --           --          --         24,863       24,863
3,386 MSBP shares forfeited                          --          --      41,732         --          --        (41,732)        --
ESOP shares committed to be released                 --        28,088    45,715         --          --           --         73,803
MSBP shares vested                                   --          --      51,114         --          --           --         51,114
Cash dividends declared ($.40 per share)             --          --        --       (352,923)       --           --       (352,923)


Balance at September 30, 1998                     105,800  10,083,224  (670,711)   6,736,570     207,612   (2,426,766)  14,035,729
                                                  -------  ----------  ---------   ---------    ---------  -----------  ----------
Comprehensive income:
     Net income                                      --          --        --        689,688        --           --        689,688
     Unrealized loss on securities
       available-for-sale, net of
       reclassification adjustment                   --          --        --           --      (548,738)        --       (548,738)
                                                                                                                       ------------
         Total comprehensive income                                                                                        140,950

Repurchase of 45,463 shares of common stock          --          --        --           --          --       (581,531)    (581,531)
Tax benefit from stock related compensation          --           696      --           --          --           --            696
ESOP shares committed to be released                 --        12,515    45,714         --          --           --         58,229
MSBP shares vested                                   --          --      48,332         --          --           --         48,332
Cash dividends declared ($.42 per share)             --          --        --       (346,204)       --           --       (346,204)
                                                  -------  ----------  ---------   ---------    ---------  -----------  ----------
Balance at September 30, 1999                   $ 105,800  10,096,435  (576,665)   7,080,054    (341,126)  (3,008,297)  13,356,201
                                                  =======  ==========  ========    =========    ========   ==========   ==========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       17
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                     Years ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
                                                                   1999            1998
                                                             ------------    ------------
<S>                                                       <C>                <C>
Cash flows from operating activities:
     Net income                                              $    689,688         712,400
     Adjustments to reconcile net income to net cash
        provided by operating activities:
           Provision for loan losses                                6,000          18,000
           Amortization of premiums and discounts on
              investment securities, net                           21,389          10,462
           Federal Home Loan Bank stock dividend                  (70,600)        (67,100)
           Depreciation                                            50,040          51,037
           Loss (gain) on sale of securities                        3,155          (3,417)
           Gain on sale of foreclosed real estate                  (2,711)           --
           Mututal funds dividends reinvested                     (40,893)        (31,291)
           Deferred loan origination fees, net                     32,032           6,793
           Loss on sale of premises and equipment                     962           2,877
           ESOP shares committed to be released                    58,229          73,803
           MSBP compensation expense                               48,332          51,114
           Change in:
              Accrued interest receivable                          16,861          20,323
              Other assets                                        (34,508)         13,398
              Income taxes payable                                 46,465        (193,700)
              Deferred income taxes                                 9,676          41,585
              Accrued expenses and other liabilities               78,983          73,455
                                                             ------------    ------------

                 Net cash provided by operating activities        913,100         779,739
                                                             ------------    ------------

Cash flows from investing activities:
     Decrease in interest-bearing deposits                         99,000            --
     Purchases of securities available-for-sale               (13,970,624)    (25,352,022)
     Proceeds from maturities, calls and prepayments of
        securities available-for-sale                          11,290,012      18,118,582
     Proceeds from sales of securities available-for-sale         959,500       1,979,955
     Proceeds from maturities and calls of securities
         held-to-maturity                                            --         5,066,702
     Purchase of Federal Home Loan Bank stock                        --           (48,500)
     Origination of loans receivable                          (10,115,804)    (11,542,319)
     Repayment of principal on loans receivable                10,178,740      10,167,523
     Purchases of premises and equipment                         (197,776)         (8,129)
     Proceeds from sale of foreclosed real estate                  87,843            --
                                                             ------------    ------------

                 Net cash used in investing activities         (1,669,109)     (1,618,208)
                                                             ------------    ------------

Cash flows from financing activities:
     Net increase in deposits                                   1,344,216       3,406,777
     Advances from Federal Home Loan Bank                      23,100,000      11,650,000
     Repayment of advances from Federal Home Loan Bank        (22,150,000)    (12,700,000)
     Net change in advances from borrowers for taxes
        and insurance                                               4,496          10,050
     Exercise of stock options                                       --            24,863
     Repurchase of common stock                                  (581,531)       (827,979)
     Dividends paid to stockholders                              (333,474)       (357,482)
                                                             ------------    ------------

                 Net cash provided by financing activities      1,383,707       1,206,229
                                                             ------------    ------------

Net increase in cash and cash equivalents                         627,698         367,760
Cash and cash equivalents at beginning of year                  1,561,535       1,193,775
                                                             ------------    ------------

Cash and cash equivalents at end of year                     $  2,189,233       1,561,535
                                                             ============    ============

Cash paid during the year for:
     Interest                                                $  2,375,000       2,416,000
     Income taxes                                                 278,000         494,000
                                                             ============    ============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       18
<PAGE>


              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998


(1)  Summary of Significant Accounting Policies

     The accompanying  consolidated financial statements include the accounts of
     Crazy  Woman Creek  Bancorp  Incorporated  (the  Holding  Company)  and its
     wholly-owned  subsidiary,  Buffalo Federal Savings Bank (BFSB). The Holding
     Company and BFSB are herein  referred to collectively as "the Company." All
     significant  intercompany balances and transactions have been eliminated in
     consolidation.

     BFSB  provides  services to customers in the Buffalo,  Wyoming  area.  BFSB
     offers a variety of deposit  products to its customers while  concentrating
     its lending  activities  on real estate  loans.  These real estate  lending
     activities  focus  primarily on the origination of loans secured by one- to
     four-family  residential  real estate but also include the  origination  of
     multi-family, commercial real estate and home equity loans. BFSB is subject
     to competition from other financial  service  providers and is also subject
     to the  regulations  of certain  federal and state  agencies and  undergoes
     periodic examinations by those regulatory authorities.


     Basis of Presentation

     The consolidated financial statements have been prepared in conformity with
     generally  accepted  accounting  principles.  In preparing the consolidated
     financial  statements,   management  is  required  to  make  estimates  and
     assumptions  that affect the reported  amounts of assets and liabilities as
     of the date of the balance  sheet and income and  expenses  for the period.
     Actual results could differ significantly from those estimates.

     Material estimates that are particularly  susceptible to significant change
     in the  near-term  relate to the  determination  of the  allowance for loan
     losses. Management believes that the allowance for loan losses is adequate,
     however,  future  additions  to the  allowance  may be  necessary  based on
     changes in factors affecting the borrowers'  ability to repay. In addition,
     various  regulatory  agencies,  as an  integral  part of their  examination
     process,  periodically  review the allowance for loan losses. Such agencies
     may require BFSB to recognize  additions  to the  allowance  based on their
     judgments  about  information  available  to  them  at the  time  of  their
     examination.


     Cash Equivalents

     For purposes of the  statements  of cash flows,  the Company  considers all
     cash,  daily  interest  demand   deposits,   amounts  due  from  banks  and
     interest-bearing  deposits  with banks with  original  maturities  of three
     months or less to be cash equivalents.


     Investment and Mortgage-Backed Securities

     Investment  and  mortgage-backed   securities   available-for-sale  include
     securities  that  management   intends  to  use  as  part  of  its  overall
     asset/liability  management  strategy  and that may be sold in  response to
     changes in interest rates and resultant  prepayment  risk and other related
     factors.  Securities  available-for-sale  are  carried  at fair  value  and
     unrealized  gains and losses (net of related tax effects) are excluded from
     earnings and  reported as a separate  component  of  stockholders'  equity.
     Investment  securities  and  mortgage-backed  securities,  other than those
     designated  as   available-for-sale  or  trading,  are  comprised  of  debt
     securities for which the Company has positive intent and ability to hold to
     maturity and are carried at cost. Management

                                       19                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998



     determines the appropriate classification of investment and mortgage-backed
     securities as either available-for-sale or held-to-maturity at the purchase
     date.

     The  carrying  value of debt  securities  is adjusted for  amortization  of
     premiums and accretion of discounts using the  level-yield  method over the
     estimated lives of the securities. Upon realization,  gains and losses from
     the  sale of  securities  are  included  in  earnings  using  the  specific
     identification  method.  Declines  in the fair  value of  securities  below
     carrying  value that are other  then  temporary  are  charged to expense as
     realized losses and the related carrying value is reduced to fair value.


     Stock in Federal Home Loan Bank

     Member  institutions  of the  Federal  Home Loan  Bank  (FHLB)  System  are
     required  to  hold  common  stock  of  its  district   FHLB   according  to
     predetermined  formulas.  FHLB provides a source of borrowed  funds for its
     member institutions which are secured by this FHLB stock.


     Loans Receivable

     Loans receivable are stated at unpaid principal balances, less net deferred
     loan  origination   fees.  Loans  are  placed  on  nonaccrual  status  when
     collection of principal or interest is considered doubtful (generally loans
     past due 90 days or more).  Interest  income  previously  accrued  on these
     loans,  but not yet received,  is reversed in the current period.  Interest
     subsequently recovered is credited to income in the period collected.

     The  allowance for loan losses is based on  management's  evaluation of the
     adequacy of the  allowance,  including an  assessment of known and inherent
     risks in the portfolio,  review of individual loans for adverse  situations
     that may affect the borrower's ability to repay, the estimated value of any
     underlying collateral, and consideration of current economic conditions.

     Additions to the  allowance  arise from charges to  operations  through the
     provision  for loan  losses  or from the  recovery  of  amounts  previously
     charged  off.  The  allowance  is  reduced by loan  charge-offs.  Loans are
     charged off when management believes there has been permanent impairment of
     their carrying values.

     The Company also provides an allowance  for losses on specific  loans which
     are deemed to be impaired.  Groups of small balance homogeneous basis loans
     (generally  the Company's  consumer  loans) are  evaluated  for  impairment
     collectively.  A loan is  considered  impaired  when,  based  upon  current
     information  and events,  it is probable that the Company will be unable to
     collect,  on a timely basis,  all  principal and interest  according to the
     contractual terms of the loan's original agreement. When a specific loan is
     determined  to be  impaired,  the  allowance  for  possible  loan losses is
     increased through a charge to expense for the amount of the impairment. For
     all  non-consumer  loans,  impairment is measured based on the value of the
     underlying collateral. The value of the underlying collateral is determined
     by reducing the collateral's estimated current value by anticipated selling
     costs. The Company recognizes interest income on impaired loans only to the
     extent that cash payments are received.


                                       20                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998


     Loan Origination Fees and Related Costs

     Loan  origination  fees and  certain  direct  loan  origination  costs  are
     deferred,  and the net fee or cost is recognized  as interest  income using
     the level-yield method over the contractual life of the loans, adjusted for
     prepayments based on actual prepayment experience. Amortization of deferred
     loan  origination  fees and costs are suspended during periods in which the
     related loan is on nonaccrual status.


     Other Real Estate Owned

     Other  real  estate  owned is  recorded  at the  fair  value at the date of
     acquisition,  with a charge to the allowance for loan losses for any excess
     of cost over fair value. Subsequently,  real estate owned is carried at the
     lower of cost or fair value,  less estimated  selling costs.  Certain costs
     incurred in preparing properties for sale are capitalized,  and expenses of
     holding foreclosed properties are charged to operations as incurred.


     Premises and Equipment

     Premises and  equipment are stated at cost less  accumulated  depreciation.
     Depreciation is provided using  straight-line and accelerated  methods over
     the  estimated  useful  lives of 39 years for the building and 5 to 7 years
     for furniture, fixtures and equipment.


     Long-Lived Assets

     Long-lived  assets and certain  identifiable  intangibles  are reviewed for
     impairment whenever events or circumstances indicate the carrying amount of
     the asset may not be  recoverable.  An impairment loss is recognized if the
     sum of the expected  future cash flows is less than the carrying  amount of
     the asset. No long-lived assets were identified as impaired as of September
     30, 1999 or 1998.


     Income Taxes

     The Holding  Company and BFSB have elected to file separate  Federal income
     tax returns.

     Deferred tax assets and liabilities are recognized for the estimated future
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of assets and liabilities and their respective tax bases.
     The effect on deferred tax assets and  liabilities of a change in tax rates
     is  recognized  in tax expense in the period that  includes  the  enactment
     date.


     Stock-Based Compensation

     Compensation cost for stock-based  compensation to employees is measured at
     the grant date using the intrinsic value method.  Under the intrinsic value
     method, compensation cost is the excess of the market price of the stock at
     the grant date over the amount an employee must pay to  ultimately  acquire
     the  stock and is  recognized  as  compensation  expense  over any  related
     service period.


                                       21                            (Continued)
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998


     Earnings Per Share

     Basic  earnings  per share  (EPS) is  calculated  by  dividing  net  income
     available to common  stockholders by the weighted  average number of common
     shares outstanding  during the period less unvested  management stock bonus
     plan,  treasury stock and  unallocated  ESOP shares.  Diluted  earnings per
     share is  calculated  by dividing  such net income by the weighted  average
     number of common  shares  used to  compute  basic EPS plus the  incremental
     amount of potential common stock determined by the treasury stock method.


     Comprehensive Income

     The Company  adopted the  provisions  of Statement of Financial  Accounting
     Standards  (SFAS) No.  130,  "Reporting  Comprehensive  Income,"  effective
     October 1, 1998.  SFAS No. 130 requires  companies to report  comprehensive
     income which includes net income, as well as other changes in stockholders'
     equity that result from  transactions  and economic events other than those
     with stockholders.  The Company's only significant element of comprehensive
     income is  unrealized  gains and losses on  available-for-sale  securities.
     SFAS No. 130  requires  only  additional  disclosures  in the  consolidated
     financial  statements;  it does not affect the Company's financial position
     or  results  of  operations.  Prior  year  financial  statements  have been
     reclassified to conform to the requirements of SFS No. 130.


     Derivative Instruments

     In June 1998,  SFAS No. 133,  "Accounting  for Derivative  Instruments  and
     Hedging  Activities," was issued.  SFAS No. 133 establishes  accounting and
     reporting  standards  requiring  that  derivative   instruments  (including
     certain derivative  instruments embedded in other contracts) be recorded in
     the  balance  sheet as either an asset or  liability  measured  at its fair
     value. SFAS No. 133 requires that changes in the derivative's fair value be
     recognized  currently in earnings unless specific hedge accounting criteria
     are met.  The Company  adopted  the  provisions  of SFAS No. 133  effective
     October 1, 1998. Under a one-time opportunity provided for upon adoption of
     the  statement,  the  Company  reclassified  all  of  its  held-to-maturity
     securities,   with  an  amortized  cost  of  approximately   $3,938,000  as
     available-for-sale. The net effect of this reclassification was an increase
     in total  assets of  approximately  $84,000,  deferred tax  liabilities  of
     approximately   $29,000  and  accumulated  other  comprehensive  income  of
     approximately $55,000.

                                       22                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998


(2)  Investment and Mortgage-Backed Securities Available-for-Sale

     The amortized cost,  unrealized gains and losses, and estimated fair values
     of  investment  and  mortgage-backed   securities   available-for-sale   at
     September 30 are as follows:
<TABLE>
<CAPTION>
                                                                      Gross                Gross              Estimated
                                               Amortized            unrealized           unrealized              fair
               1999                              cost                 gains                 losses               value
                                          ---------------------------------------------------------------------------------

<S>                                  <C>                         <C>                  <C>               <C>
       U.S. agency obligations         $      15,748,663                -                (602,820)          15,145,843
       Municipal securities                    2,032,759               7,470              (94,793)           1,945,436
       Mutual funds                            1,072,995             348,145              (12,369)           1,408,771
       Mortgage-backed securities:
           GNMA certificates                   4,001,675              18,475              (81,443)           3,938,707
           FHLMC certificates                  3,949,294              12,781              (71,052)           3,891,023
           REMIC certificates                    718,594                -                 (26,589)             692,005
           FNMA certificates                   2,471,992              13,344              (28,006)           2,457,330
                                          -----------------    ------------------   ------------------   ------------------
                                              11,141,555              44,600             (207,090)          10,979,065
                                          -----------------    ------------------   ------------------   ------------------
                                       $      29,995,972             400,215             (917,072)          29,479,115
                                          =================    ==================   ==================   ==================
</TABLE>
<TABLE>
<CAPTION>
                                                                     Gross                Gross              Estimated
                                             Amortized            unrealized           unrealized              fair
                 1998                           cost                 gains               losses                value
                                          ---------------------------------------------------------------------------------

<S>                                  <C>                          <C>              <C>                 <C>
      U.S. agency obligations          $      16,286,927              168,270                -              16,455,197
      Municipal securities                     1,084,511               13,732                -               1,098,243
      Mutual funds                             1,032,100               68,120                -               1,100,220
      Mortgage-backed securities:
          GNMA certificates                    2,744,944               24,669                (729)           2,768,884
          FHLMC certificates                     872,359               33,903                -                 906,262
          REMIC certificates                   2,299,974                9,114              (2,515)           2,306,573
                                         -----------------    ------------------   -----------------   ------------------
                                               5,917,277               67,686              (3,244)           5,981,719
                                         -----------------    ------------------   ------------------   ------------------

                                      $       24,320,815              317,808              (3,244)          24,635,379
                                         =================    ==================   ==================   ==================
</TABLE>
     The REMICs consist of two certificates  and five  certificates at September
     30, 1999 and 1998, respectively, which are backed by the FNMA or the FHLMC.

                                       23                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

     Maturities of securities  available-for-sale (other than equity securities)
     at  September  30, 1999 are shown  below.  Mortgage-backed  securities  are
     included in this  maturity  schedule  based on current  estimates  of their
     expected average lives.
<TABLE>
<CAPTION>
                                                                                               Estimated
                                                                     Amortized                   Fair
                                                                       Cost                      Value
                                                               ----------------------    ----------------------

<S>                                                      <C>                               <C>
      Due within one year                                   $           575,000                   572,803
      Due after one year through five years                          10,236,907                10,112,083
      Due after five years through ten years                         16,252,857                15,616,093
      Due after ten years                                             1,858,213                 1,769,365
                                                               ----------------------    ----------------------

                                                            $        28,922,977                28,070,344
                                                               ======================    ======================
</TABLE>

     Gross  realized  losses  on the  sale  of  investment  and  mortgage-backed
     securities  available-for-sale  were $3,155 during the year ended September
     30,  1999.   Gross   realized   gains  on  the  sale  of   investment   and
     mortgage-backed  securities  available-for-sale were $3,417 during the year
     ended September 30, 1998.

     The Company has not entered into any interest rate swaps, options or future
     contracts.  All of the U.S. agency obligations and municipal  securities at
     September 30, 1999 have call features.


(3)  Investment and Mortgage-Backed Securities Held-to-Maturity

     The amortized cost,  unrealized gains and losses, and estimated fair values
     of investment and mortgage-backed securities  held-to-maturity at September
     30, 1998 are summarized as follows:
<TABLE>
<CAPTION>
                                                                         Gross                Gross              Estimated
                                                 Amortized            unrealized           unrealized              fair
                                                    cost                 gains               losses                value
                                              ---------------------------------------------------------------------------------

<S>                                      <C>                             <C>             <C>                    <C>
           U.S. agency obligations         $          845,000                3,888                -                  848,888
           Municipal securities                       571,632               12,162               (1)                 583,793
           Mortgage-backed securities:
               FNMA certificates                      542,469               14,270                -                  556,739
               GNMA certificates                      996,320               28,545                -                1,024,865
               FHLMC certificates                     982,275               24,831                -                1,007,106
                                              -----------------    ------------------   ------------------   ------------------
                                                    2,521,064               67,646                -                2,588,710
                                              -----------------    ------------------   ------------------   ------------------

                                           $        3,937,696               83,696               (1)               4,021,391
                                              =================    ==================   ==================   ==================
</TABLE>

     No  gains  or  losses  were  realized  on  the  sale  of   investment   and
     mortgage-backed securities held-to-maturity during the year ended September
     30,  1998.  Amortized  cost of the  securities  sold  in  fiscal  1998  was
     approximately $500,000.

                                       24                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

(4)  Loans Receivable,  Net
     Loans receivable, net at September 30 are summarized as follows:
<TABLE>
<CAPTION>

                                                                       1999                      1998
                                                              ----------------------    ----------------------
<S>                                                       <C>                             <C>
      Real estate mortgage loans, including commercial
          real estate                                       $        26,498,786                25,954,351
      Real estate construction loans                                    473,249                   396,637
      Consumer loans                                                  1,497,907                 1,505,776
      Home equity loans                                                 836,961                 1,465,238
      Commercial and agricultural loans                                 877,112                 1,035,148
      Savings account and other loans                                   181,112                   341,622
                                                               ----------------------    ----------------------
                                                                     30,365,127                30,698,772
      Less:
          Loans in process                                              199,653                   271,388
          Allowance for loan losses                                     248,915                   283,757
          Net deferred loan origination fees                            189,436                   157,404
                                                               ----------------------    ----------------------

                                                            $        29,727,123                29,986,223
                                                               ======================    ======================
</TABLE>

     Adjustable  rate  mortgages  included in the real estate  loans  receivable
     balance above were approximately $67,000 and $113,000 at September 30, 1999
     and 1998, respectively.

     Real  estate  loans  serviced  for others  were  approximately  $70,000 and
     $74,000 at September 30, 1999 and 1998, respectively.

     First  mortgage  loans pledged as collateral  for public funds or for other
     funds on deposit with BFSB were approximately  $7,445,000 and $6,338,000 at
     September 30, 1999 and 1998, respectively.

     A summary of activity in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>

                                                                       1999                      1998
                                                               ----------------------    ----------------------

<S>                                                       <C>                               <C>
      Balance at beginning of year                          $         283,757                   302,079
      Provision                                                         6,000                    18,000
      Losses charged against the allowance                            (71,250)                  (50,674)
      Recoveries of amounts previously charged off                     30,408                    14,352
                                                               ----------------------    ----------------------

      Balance at end of year                                $         248,915                   283,757
                                                               ======================    ======================
</TABLE>

     BFSB is not committed to lend additional  funds to debtors whose loans have
     been modified.  BFSB's impaired loans,  which include those loans currently
     reported as nonaccrual,  amounted to approximately  $68,000 and $256,000 at
     September  30,  1999 and  1998,  respectively,  and were not  subject  to a
     specific  allowance for loan losses because of the estimated net realizable
     value of loan collateral, guarantees and other factors.

                                       25                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

     During the year ended  September  30, 1999 the Bank  foreclosed on property
     securing  three  loans.  The net  book  value  of the  loans at the time of
     foreclosure was $260,237.  The Bank subsequently sold two of the properties
     in  exchange  for  loans of  $102,105  and cash.  There  was a $2,711  gain
     recognized on the sales.

(5)  Accrued Interest  Receivable Accrued interest receivable at September 30 is
     summarized as follows:
<TABLE>
<CAPTION>
                                                                       1999                      1998
                                                               ----------------------    ----------------------
<S>                                                      <C>                                <C>
      Investment securities                                 $          267,583                   268,639
      Mortgage-backed securities                                        61,015                    46,132
      Loans receivable                                                 193,000                   223,688
                                                               ----------------------    ----------------------
                                                            $          521,598                   538,459
                                                               ======================    ======================
</TABLE>

(6)    Premises and Equipment

       Premises and equipment at September 30 is summarized as follows:
<TABLE>
<CAPTION>
                                                                       1999                      1998
                                                               ----------------------    ----------------------
<S>                                                        <C>                           <C>
      Land and building                                     $          661,603                   502,078
      Furniture, fixtures and equipment                                352,538                   324,721
                                                               ----------------------    ----------------------
                                                                     1,014,141                   826,799
      Less accumulated depreciation                                    469,829                   429,261
                                                               ----------------------    ----------------------
                                                            $          544,312                   397,538
                                                               ======================    ======================
</TABLE>

(7)    Deposits

       Deposits at September 30 are summarized as follows:
<TABLE>
<CAPTION>

                                            Weighted                       1999                              1998
                                                               ------------------------------    ------------------------------
                                          average rate            Amount          Percent           Amount          Percent
                                      ----------------------   --------------   -------------    -------------    -------------
<S>                                    <C>                <C>                    <C>         <C>                  <C>
      Demand, NOW and MMDA
          accounts                            3.39%          $    9,106,554         26.6%     $     8,586,816         26.1%
      Passbook savings                        3.63%               3,682,765         10.8            3,898,287         11.8

      Certificates of deposit, by         4.01 to 5.00%           6,223,147         18.2            1,300,661          4.0
          interest rate                   5.01 to 6.00           13,553,444         39.5           15,066,448         45.8
                                          6.01 to 7.00            1,691,426          4.9            4,031,456         12.2
                                          7.01 to 8.00               -               -                 29,452           .1
                                                               --------------   -------------    -------------    -------------
             Total certificates of
                deposit                                          21,468,017         62.6           20,428,017         62.1
                                                               --------------   -------------    -------------    -------------
             Total deposits                                 $    34,257,336        100.0%     $    32,913,120        100.0%
                                                               ==============   =============    =============    =============

 </TABLE>
    Certificates  of deposit and savings  accounts of $100,000 or greater  were
     approximately  $7,700,000  and  $7,000,000  at September 30, 1999 and 1998,
     respectively.  Amounts in excess of  $100,000  are not insured by a federal
     agency.

                                       26                            (Continued)
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

     Certificates  of deposit at September  30, 1999 are  scheduled to mature as
     follows:
<TABLE>
<CAPTION>

      Year ending September 30                                        Amount
                                                               ----------------------

<S>                                                     <C>
          2000                                              $        16,068,398
          2001                                                        3,192,405
          2002                                                        1,508,238
          2003                                                          698,976
                                                               ----------------------

                                                            $        21,468,017
                                                               ======================
</TABLE>

     Interest expense on deposits for the years ended September 30 is summarized
     as follows:
<TABLE>
<CAPTION>
                                                                       1999                      1998
                                                               ----------------------    ----------------------

<S>                                                      <C>                               <C>
      NOW accounts and MMDA                                 $          321,877                   300,856
      Certificates of deposit and savings                            1,226,468                 1,238,589
                                                               ----------------------    ----------------------

                                                            $        1,548,345                 1,539,445
                                                               ======================    ======================
</TABLE>

     Accrued  interest  payable on deposits  (included  in accrued  expenses and
     other liabilities) was approximately $130,000 and $146,000 at September 30,
     1999 and 1998, respectively.


(8)  Advances From Federal Home Loan Bank

     Advances from the Federal Home Loan Bank at September 30 are  summarized as
     follows:
<TABLE>
<CAPTION>
                                                                       1999                     1998
                                                               ---------------------    ----------------------

<S>                                                        <C>                             <C>
      4.98% to 6.38% Fixed Rate Advances, interest payable
          monthly                                           $         4,400,000               12,350,000
      4.53% to 5.45% Putable Advances, put option
          exercisable quarterly, interest payable monthly
                                                                     11,200,000                2,300,000
                                                               ---------------------    ----------------------

                                                            $        15,600,000               14,650,000
                                                               =====================    ======================
</TABLE>

     At  September  30,  1999,  BFSB had a Cash  Management  Advance note with a
     maximum  allowable  advance of $3,068,250  maturing on June 10, 2000. There
     was no  outstanding  balance as of  September  30,  1999 or 1998.  BFSB did
     receive  advances under the Cash Management  Advance note of $4,600,000 and
     $1,750,000 during the years ended September 30, 1999 and 1998, respectively
     which were fully repaid prior to September 30, 1999 and 1998.

                                       27                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

     Contractual  principal  payments on advances  from  Federal  Home Loan Bank
     subsequent to September 30, 1999 are as follows:
<TABLE>
<CAPTION>
      Year ending September 30                                        Amount
                                                               ----------------------

<S>                                                     <C>
          2000                                              $        11,700,000
          2001                                                        2,200,000
          2002                                                        1,700,000
                                                               ----------------------

                                                            $        15,600,000
                                                               ======================
</TABLE>

     These  advances are  collateralized  by certain  mortgage  loans and by the
     Federal Home Loan Bank stock held by the Company.

     The weighted average interest rate on these advances was 5.15% and 5.67% at
     September 30, 1999 and 1998, respectively.

(9)  Comprehensive Income

     A summary of the  reclassification  amounts  and  related  tax  effects for
     comprehensive income follows:
<TABLE>
<CAPTION>

                                                                                Year Ended September 30,
                                                                     ------------------------------------------------
                                                                             1999                      1998
                                                                     ----------------------    ----------------------
<S>                                                        <C>                             <C>
     Disclosure of reclassification amount:
       Unrealized and realized holding gains (losses) arising
         during the period, net of income tax expense
         (benefit) of $(312,212) and $68,443 in 1999 and
         1998, respectively                                  $         (606,059)                  132,860
       Effect of adoption of SFAS No. 133, net of income tax
         expense of $28,457                                              55,239                      -
       Less reclassification adjustment for gains (losses)
         included in net income, net of income tax expense
         (benefit) of $(1,072) and $1,162 in 1999 and 1998,
         respectively                                                    (2,082)                    2,255
                                                                ----------------------    ---------------------
          Net change in unrealized gain (loss) on
              available-for-sale investment securities       $         (548,738)                  130,605
                                                                ======================    =====================
</TABLE>

(10)   Income Taxes

     Federal  income tax expense for the years ended  September 30 is summarized
     as follows:
<TABLE>
<CAPTION>
                                                                       1999                      1998
                                                               ----------------------    ----------------------

<S>                                                       <C>                               <C>
      Current                                               $          313,966                   300,115
      Deferred                                                           9,676                    41,585
                                                               ----------------------    ----------------------

          Total                                             $          323,642                   341,700
                                                               ======================    ======================
</TABLE>

                                       28                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

     Income tax expense for the years ended September 30 differs from "expected"
     income tax expense  (computed by applying the Federal  corporate income tax
     rate of 34% to income before income taxes) as follows:
<TABLE>
<CAPTION>
                                                                       1999                      1998
                                                               ----------------------    ----------------------

<S>                                                      <C>                                <C>
      Computed "expected" tax expense                       $          344,532                   358,394
      Increase (decrease) resulting from:
           Tax-exempt interest                                         (32,105)                  (12,018)
           Mark-to-market adjustment on ESOP shares
               committed to be released                                  4,255                     9,550
           Other                                                         6,960                   (14,226)
                                                               ----------------------    ----------------------

                                                            $          323,642                   341,700
                                                               ======================    ======================
</TABLE>

       Temporary  differences  between the financial  statement carrying amounts
       and the tax bases of assets and liabilities that give rise to significant
       portions of deferred  tax assets and  liabilities  at September 30 are as
       follows:
<TABLE>
<CAPTION>
                                                                       1999                      1998
                                                               ----------------------    ----------------------
<S>                                                         <C>                                 <C>
      Deferred tax assets:
          Deferred loan fees                                $           12,987                    14,311
          Allowance for loan losses                                     84,631                    96,478
          Unrealized loss on securities available-for-sale
                                                                       175,731                      -
          Other                                                         14,545                      -
                                                               ----------------------    ----------------------
                 Gross deferred tax assets                             287,894                   110,789
                                                               ----------------------    ----------------------

      Deferred tax liabilities:
          FHLB stock dividends                                        (195,908)                 (171,904)
          Tax bad debt reserve in excess of base year
             amount                                                    (26,333)                  (39,499)
          Prepaid deposit insurance premium                             (3,352)                   (3,140)
          Unrealized gain on securities
             available-for-sale, net                                      -                     (106,952)
                                                               ----------------------    ----------------------
                 Gross deferred tax liabilities                       (225,593)                 (321,495)
                                                               ----------------------    ----------------------

                 Net deferred tax asset (liability)         $           62,301                  (210,706)
                                                               ======================    ======================
</TABLE>

     In assessing the realizability of deferred tax assets, management considers
     whether it is more likely than not that some portion or all of the deferred
     tax assets will not be realized.  The ultimate  realization of deferred tax
     assets is dependent upon the existence of, or generation of, taxable income
     in the periods which those temporary differences are deductible. Management
     considers the scheduled reversal of deferred tax liabilities, taxes paid in
     carryback  years,   projected  future  taxable  income,  and  tax  planning
     strategies  in making this  assessment.  Based upon the level of historical
     taxable  income and  estimates  of future  taxable  income over the periods
     which the deferred  tax assets are  deductible,  at September  30, 1999 and
     1998,  management believes it is more likely than not that the Company will
     realize the benefits of these deductible differences.

                                       29                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

     Retained  earnings at September  30, 1999 includes  approximately  $398,000
     which is  essentially  income  offset  by  percentage  of  income  bad debt
     deductions for income tax purposes prior to 1988 (the "Base Year Reserve").
     This  amount is treated as a permanent  difference  and  deferred  taxes of
     approximately $135,000 are not recognized unless it appears that the amount
     will be reduced and  thereby  result in taxable  income in the  foreseeable
     future.  Under  current tax  regulations,  management  does not foresee any
     changes in its business or operations  which would result in a recapture of
     the Base Year Reserve into taxable  income.  A deferred tax  liability  has
     been  recognized  by BFSB for the  amount  of the tax bad debt  reserve  in
     excess of the Base Year  Reserve.  The  August  1996 tax  legislation  also
     requires this excess to be recaptured and included in taxable income over a
     six year period.


(11) Employee Benefit Plans

     Retirement  Plan.  BFSB  has  a   non-contributory   defined   contribution
     retirement  plan for all eligible  employees.  The retirement plan provides
     for a discretionary Bank contribution. BFSB elected to make no contribution
     to the retirement plan during the years ended September 30, 1999 and 1998.

     Employee  Stock  Ownership  Plan  (ESOP).  Effective  January  1,  1996 the
     Company's  Board of Directors  approved  the  adoption of an ESOP  covering
     substantially  all  employees.  The ESOP  purchased  64,000  shares  of the
     Holding  Company's  common stock for $10 per share in  connection  with the
     conversion to stock ownership.  The ESOP borrowed $640,000 from the Holding
     Company to fund the purchase,  evidenced by a note  receivable  recorded by
     the Holding  Company and secured by the common stock purchased by the ESOP.
     The terms of the note require quarterly principal payments of approximately
     $11,400,  bearing  interest at prime (7.75% and 8.50% at September 30, 1999
     and 1998,  respectively),  maturing February 2010. Contributions of cash or
     common  stock are made  from BFSB to the ESOP,  the form of which is at the
     discretion of the Board of Directors. For financial reporting purposes, the
     unearned ESOP  compensation  is  classified as a reduction of  consolidated
     stockholders'  equity and amounts paid to the Holding  Company for interest
     have been eliminated in consolidation.

     BFSB records  compensation expense equal to the fair value of shares at the
     date such shares are  committed to be released.  Shares are committed to be
     released  on a  straight-line  basis  over the term of the note  receivable
     recorded by the  Holding  Company.  Shares  committed  to be  released  are
     allocated to  participant  accounts  after the end of each fiscal year. For
     the years ended  September 30, 1999 and 1998,  ESOP  principal and interest
     payments of approximately $85,000 and $93,000, respectively, were funded by
     Bank contributions of approximately $59,000 and $67,000,  respectively,  to
     the ESOP.  The  remainder  of the ESOP  payments was funded by dividends on
     both allocated and unallocated ESOP shares.  4,571 shares were committed to
     be  released  to  participant  accounts  during  each  of the  years  ended
     September 30, 1999 and 1998 and the fair value of the  remaining  shares to
     be released in future years was  approximately  $579,000 at  September  30,
     1999. BFSB recognized  compensation expense relating to the ESOP of $53,078
     and  $71,049   during  the  years  ended   September  30,  1999  and  1998,
     respectively. The dividends on the unallocated ESOP shares are not recorded
     as dividends in the consolidated statements of stockholders' equity.

                                       30                            (Continued)
<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998


     Management Stock Bonus Plan (MSBP). On October 2, 1996, the Company's Board
     of Directors approved the MSBP. The terms of the MSBP provide for the award
     of up to 42,320 shares of common stock to certain  officers and  directors.
     Deferred  compensation  is recorded at the date of the stock award based on
     the fair value of the shares  granted.  Vesting in the grant occurs in five
     equal,  annual  installments  and  the  related  deferred  compensation  is
     expensed  over  the same  period.  For  financial  reporting  purposes  the
     unearned  deferred  compensation  balance is  classified  as a reduction of
     consolidated  stockholders'  equity.  Officers,   directors  and  employees
     awarded  shares retain  voting rights and, if dividends are paid,  dividend
     privileges  during the vesting period.  During the year ended September 30,
     1997, BFSB purchased 42,320 shares for the MSBP. On October 2, 1996, 24,122
     shares  were  granted  to  officers  and  directors.  During the year ended
     September  30,  1998,  3,386  of  unvested  shares  were  forfeited.   BFSB
     recognized compensation expense for the MSBP of $48,332 and $51,114 for the
     years ended  September  30, 1999 and 1998,  respectively.  At September 30,
     1999, there were 7,956 unvested shares.

     Stock Option Plan.  On October 2, 1996,  the  Company's  Board of Directors
     approved  the Stock  Option Plan ("Stock  Option  Plan").  The terms of the
     Stock Plan provide for the granting of up to 105,800 shares of common stock
     to certain  officers and directors.  The Stock Option Plan provides for the
     granting of both incentive and  non-incentive  stock options.  The terms of
     the options may not exceed 10 years from the date the options are  granted.
     Incentive stock options  granted to stockholders  with more than 10% of the
     total combined voting power of all classes of stock of the Company shall be
     granted at an option  price of not less than 110% of the fair market  value
     at the grant  date,  and the term of the option may not exceed 5 years from
     the date of the grant.  Non-incentive  stock options shall be granted at an
     option price of not less then the fair market value at the grant date.

     Changes  in shares  issuable  under  options  granted  for the years  ended
     September 30, 1999 and 1998 are summarized as follows:
<TABLE>
<CAPTION>
                                                     Options outstanding                    Options exercisable
                                              -----------------------------------    -----------------------------------
                                                                    Weighted                               Weighted
                                                                     average                                average
                                                  Shares         exercise price          Shares         exercise price
                                              ----------------   ----------------    ---------------    ----------------

<S>                                            <C>           <C>                       <C>         <C>
      Balance September 30, 1997                    74,060    $        11.75                   -     $          -

      Became exercisable                               -                 -                  27,506           11.75

      Granted                                        2,116             13.25                   -                -

      Exercised                                     (2,116)           (11.75)               (2,116)         (11.75)

      Canceled                                      (8,464)           (11.75)                  -                -
                                              ----------------   ----------------    ---------------    ----------------

      Balance September 30, 1998                    65,596             11.80                25,390           11.75

      Became exercisable                               -                 -                  13,118           11.80
                                              ----------------   ----------------    ---------------    ----------------

      Balance September 30, 1999                    65,596    $        11.80                38,508   $       11.77
                                              ================   ================    ===============    ================
</TABLE>
                                       31                            (Continued)

<PAGE>
              CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998


     The  stock  options  outstanding  at  September  30,  1999  consist  of the
     following:

                                       Weighted                 Weighted
         Number of Shares          Average Exercise              Average
                                         Price               Remaining Life
      -----------------------    ----------------------   ----------------------

            63,480            $           11.75                2 years

            2,116             $           13.25                4 years

     Based on the terms of options granted and using the intrinsic value method,
     no compensation cost has been recognized for any stock option grants in the
     accompanying financial statements.  Had the Company determined compensation
     cost  based on the  estimated  fair  value at the grant  date for its stock
     options,  the  Company's  net income and net income per share for the years
     ended September 30, 1999 and 1998 would have been as follows:
<TABLE>
<CAPTION>

                                                                                1999                      1998
                                                                        ----------------------    ----------------------

<S>                                                               <C>                               <C>
      Net income:    As reported                                     $          689,688                   712,400
                     Pro forma                                                  667,027                   690,785
                                                                        ======================    ======================

      Basic earnings per share:    As reported                       $              .81                       .79
                                   Proforma                                         .78                       .77
                                                                        ======================    ======================

      Diluted earnings per share:      As reported                   $              .80                       .77
                                       Pro forma                                    .78                       .75
                                                                        ======================    ======================
</TABLE>

     The per share  weighted-average  fair value of stock options granted during
     1998 for this pro forma  disclosure  was $2.55,  determined  on the date of
     grant  using the  Black-Scholes  option-pricing  model  with the  following
     assumptions:  expected  dividend  yield of 4%,  risk-free  interest rate of
     4.73%, volatility ratio of .21, and expected life of 10 years.

     Severance Agreements.  BFSB has two severance agreements with its executive
     officers.  Such  agreements  have a term of three  years  and  provide  for
     payments  equal to three times average  annual salary for the previous five
     years,  in the event  BFSB  experiences  a change in  control.  A change in
     control  is defined as (1) a sale of more than 25% of the assets of BFSB or
     the Holding Company; (2) any merger or recapitalization whereby BFSB or the
     Holding  Company is not the  surviving  entity;  (3) a change in control as
     determined by the OTS; or (4) acquisition  directly or indirectly of 25% or
     more of the voting stock of BFSB or the Holding  Company by an  individual,
     entity or group.

                                       32                            (Continued)

<PAGE>

CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

(12) Earnings Per Share

     The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings per share for the years ended September 30:
<TABLE>
<CAPTION>

                                                                                           1999                  1998
                                                                                    --------------------   ------------------

<S>                                                                              <C>                        <C>
      Number of shares on which basic earnings per share is calculated:
          Average outstanding common shares during the fiscal year                           853,255                901,151

          Add:      Incremental shares under stock option plans                                4,549                 18,505
                    Incremental shares related to MSBP                                           352                  3,449
                                                                                    --------------------   ------------------

      Number of shares on which diluted earnings per share is calculated
                                                                                             858,156                923,105
                                                                                    ====================   ==================

      Net income applicable to common stockholders                               $           689,688                712,400
                                                                                    ====================   ==================

      Basic earnings per share                                                   $              .81                    .79
                                                                                    ====================   ==================

      Diluted earnings per share                                                 $              .80                    .77
                                                                                    ====================   ==================

</TABLE>
(13) Regulatory Capital

     BFSB is required to meet three  capital  requirements:  a tangible  capital
     requirement  equal to not less than 1.5% of tangible  assets (as defined in
     the regulations), a core capital requirement, comprised of tangible capital
     adjusted for supervisory  goodwill and other defined factors,  equal to not
     less than 3.0% of tangible  assets,  and a risk-based  capital  requirement
     equal to at least 8.0% of all  risk-weighted  assets.  For  risk-weighting,
     selected  assets are given a risk  assignment  of 0% to 100%.  BFSB's total
     risk-weighted  assets at  September  30,  1999 and 1998 were  approximately
     $24,793,000 and $26,119,000, respectively.

     BFSB's compliance with capital  requirements at September 30, 1999 and 1998
     follows:
<TABLE>
<CAPTION>

                                                                              Minimum to be
                                                                         adequately capitalized        Minimum to be well
                                                                              under prompt              capitalized under
                                                                           corrective actions           prompt corrective
                                                     Actual                     provision               actions provision
                                             ------------------------    ------------------------    ------------------------
                                              Amount         Ratio        Amount         Ratio        Amount         Ratio
                                             ----------    ----------    ----------    ----------    ----------    ----------
<S>                                     <C>                  <C>    <C>                  <C>    <C>                 <C>
         As of September 30, 1999:
           Total capital (to
              risk-weighted assets)      $     12,400         50.01% $      1,983         8.00%  $      2,479        10.00%
           Core (Tier 1) capital (to
              risk-weighted assets)            12,151         49.01           744         3.00          1,488         6.00
           Core (Tier 1) capital (to
              adjusted assets)                 12,151         19.22         1,897         3.00          3,161         5.00
           Tangible capital (to
              tangible assets)                 12,151         19.22           948         1.50            948         1.50
                                             ==========    ==========    ==========    ==========    ==========    ==========

</TABLE>
                                       33                            (Continued)

<PAGE>
             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

<TABLE>
<CAPTION>


                                                                              Minimum to be
                                                                         adequately capitalized        Minimum to be well
                                                                              under prompt              capitalized under
                                                                           corrective actions           prompt corrective
                                                     Actual                     provision               actions provision
                                             ------------------------    ------------------------    ------------------------
                                              Amount         Ratio        Amount         Ratio        Amount         Ratio
                                             ----------    ----------    ----------    ----------    ----------    ----------

<S>                                    <C>               <C>            <C>           <C>       <C>               <C>
         As of September 30, 1998:
           Total capital (to
              risk-weighted assets)      $     11,884         45.50% $      2,090         8.00%  $      2,612        10.00%
           Core (Tier 1) capital (to
              risk-weighted assets)            11,601         44.42           784         3.00          1,567         6.00
           Core (Tier 1) capital (to
              adjusted assets)                 11,601         19.09         1,823         3.00          3,039         5.00
           Tangible capital (to
              tangible assets)                 11,601         19.09           912         1.50            912         1.50
                                             ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>

     Failure to comply  with  applicable  regulatory  capital  requirements  can
     result in  capital  directives  from the  director  of the Office of Thrift
     Supervision  (OTS),  restrictions  on growth,  and other  limitations  on a
     savings bank's operations.

     Consolidated  stockholders' equity differs from BFSB's tangible,  core, and
     risk-based  capital at September 30 as a result of the  following  (dollars
     rounded to thousands):
<TABLE>
<CAPTION>

                                                                       1999                      1998
                                                               ----------------------    ----------------------

<S>                                                       <C>                            <C>
      Consolidated stockholders' equity                     $       13,356,000                14,036,000
      Holding Company net assets                                    (1,767,000)               (2,272,000)
                                                               ----------------------    ----------------------
          BFSB capital                                              11,589,000                11,764,000
      Add back unrealized losses (gains) on certain
          available-for-sale securities                                562,000                  (163,000)
                                                               ----------------------    ----------------------
      Tangible and core capital                                     12,151,000                11,601,000
      Allowance for loan losses (limited to 1.25% of
          risk-weighted assets)                                        249,000                   283,000
                                                               ----------------------    ----------------------

                 Risk-based capital                         $       12,400,000                11,884,000
                                                               ======================    ======================
</TABLE>

     In  accordance  with  OTS  regulations,  at the  time of  conversion,  BFSB
     restricted a portion of retained  earnings by  establishing  a  liquidation
     account.  The  liquidation  account will be  maintained  for the benefit of
     eligible  holders who continue to maintain their accounts in BFSB after the
     conversion.  The liquidation account will be reduced annually to the extent
     that  eligible  account  holders have reduced  their  qualifying  deposits.
     Subsequent increases will not restore an eligible account holder's interest
     in the liquidation account. In the event of a complete liquidation of BFSB,
     and only in such an event,  each account holder will be entitled to receive
     a distribution from the liquidation  account in an amount  proportionate to
     the adjusted qualifying account balances then held.

                                       34                            (Continued)
<PAGE>
             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

     In  addition,  savings  banks  that  before  and  after  proposed  dividend
     distributions  meet or exceed their fully phased-in  capital  requirements,
     may make  capital  distributions  with  prior  notice to the OTS during any
     calendar year up to 100% of year-to-date  net income plus 50% of the amount
     in excess of their fully phased-in capital requirements as of the beginning
     of the calendar year. However,  the OTS may impose greater  restrictions if
     an  institution  is deemed to be in need of more than  normal  supervision.
     BFSB currently  exceeds its fully phased-in  capital  requirements  and has
     been assessed as  "well-capitalized"  under the regulatory guidelines as of
     September 30, 1999.


(14) Financial Instruments With Off-Balance-Sheet Risk

     The Company is a party to financial instruments with off-balance-sheet risk
     in the  normal  course  of  business  to meet  the  financing  needs of its
     customers. These financial instruments include commitments to extend credit
     and involve, to varying degrees, elements of credit risk.

     The Company's exposure to credit loss in the event of nonperformance by the
     other party to the financial instrument for commitments to extend credit is
     represented by the  contractual  amount of those  instruments.  The Company
     uses the  same  credit  policies  in  making  commitments  and  conditional
     obligations as it does for on-balance-sheet instruments.

     Financial  instruments  outstanding  at September  30, 1999 whose  contract
     amounts  represent credit risk are fixed-rate  commitments to extend credit
     totaling  approximately  $610,000.  These  commitments  generally contain a
     termination date of 30 days from the date the commitment is approved.


(15) Fair Value of Financial Instruments

     The  Company  is  required  to  disclose   the  fair  value  of   financial
     instruments,  whether  recognized or not recognized on the balance sheet. A
     financial  instrument is defined as cash, evidence of an ownership interest
     in an entity,  or a contract that both imposes a contractual  obligation on
     one entity to  deliver  cash or another  financial  instrument  to a second
     entity.

     Quoted  market  prices are used for fair value when  available,  but do not
     exist for some of the Company's  financial  instruments,  primarily  loans,
     time deposits and FHLB advances.  The fair value of these  instruments  has
     been derived from the OTS Net  Portfolio  Value Model (OTS Model).  The OTS
     Model  primarily  employs  the static  discounted  cash flow  method  which
     estimates  the fair value of loans,  time  deposits  and FHLB  advances  by
     discounting  the cash flows the instruments are expected to generate by the
     yields  currently  available to investors on instruments of comparable risk
     and duration.  Therefore,  to calculate  present value, the OTS Model makes
     assumptions   about  the  size  and  timing  of  expected  cash  flows  and
     appropriate discount rates.  Different  assumptions could materially change
     these instruments' estimated values.


                                       35                            (Continued)
<PAGE>
             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998



     The  following  methods  and  assumptions  were  used  by  the  Company  in
     estimating the fair value of its financial instruments:

              Financial Assets. Due to the liquid nature of the instruments, the
              carrying value of cash and cash  equivalents and  interest-bearing
              deposits   approximates   fair  value.   For  all  investment  and
              mortgage-backed  securities,  the fair value is based upon  quoted
              market prices. The fair value of loans receivable was derived from
              the OTS  Model.  The fair  value of  accrued  interest  receivable
              approximates book value as the Company expects contractual receipt
              in the  short-term.  The  fair  value of FHLB  stock  approximates
              redemption value.

              Financial  Liabilities.  The fair value of NOW and demand accounts
              and non-term  savings deposits  approximates  book values as these
              deposits  are payable on demand.  The fair value of time  deposits
              and FHLB advances was derived from the OTS Model.

              Off-Balance  Sheet.  No fair value  adjustment  is  necessary  for
              commitments made to extend credit which represent  commitments for
              loan  originations.  These commitments are for loans with terms of
              less  than  one year and have  interest  rates  which  approximate
              prevailing market rates.

              Limitations.  Fair value estimates are made at a specific point in
              time, based on relevant market  information and information  about
              the  financial  instrument.  These  estimates  do not  reflect any
              premium or discount  that could  result from  offering for sale at
              one time the Company's entire holdings of a particular instrument.
              Because no market exists for a portion of the Company's  financial
              instruments, fair value estimates are based on judgments regarding
              comparable market interest rates, future expected loss experience,
              current  economic  conditions,  risk  characteristics  of  various
              financial  instruments,  and other  factors.  These  estimates are
              subjective  in nature and  involve  uncertainties  and  matters of
              significant  judgment  and  therefore  cannot be  determined  with
              precision.  Changes in assumptions could significantly  affect the
              estimates.

              Fair   value   estimates   are   based   on   existing   on-   and
              off-balance-sheet  financial  instruments  without  attempting  to
              estimate the value of anticipated future business and the value of
              assets  and   liabilities   that  are  not  considered   financial
              instruments.  Significant  assets  and  liabilities  that  are not
              considered  financial  instruments include deferred tax assets and
              liabilities  and premises  and  equipment.  In  addition,  the tax
              effect of the difference between the fair value and carrying value
              of financial  instruments  can have a  significant  effect on fair
              value  estimates  and have not been  considered  in the  estimates
              presented herein.

                                       36                            (Continued)

<PAGE>

             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998


The approximate book value and fair value of the Company's financial instruments
as of September 30 are as follows:
<TABLE>
<CAPTION>

                                                               1999                                     1998
                                              ---------------------------------------   --------------------------------------
                                                 Book value           Fair value           Book value           Fair value
                                              -----------------    ------------------   ------------------   -----------------
<S>                                      <C>                          <C>                 <C>                 <C>
      Assets:
          Cash and cash equivalents        $        2,189,000            2,189,000            1,562,000            1,562,000
          Interest-bearing deposits                    -                    -                    99,000               99,000
          Investment and mortgage-backed
              securities
              available-for-sale                   29,479,000           29,479,000           24,635,000           24,635,000
          Investment and mortgage-backed
              securities held-to-maturity
                                                       -                    -                 3,938,000            4,021,000
          Stock in Federal Home Loan Bank
                                                      988,000              988,000              917,000              917,000
          Loans receivable, net                    29,727,000           29,278,000           29,986,000           28,144,000
          Accrued interest receivable                 522,000              522,000              538,000              538,000

      Liabilities:
          Deposits                                 34,257,000           34,174,000           32,913,000           33,060,000
          Advances from Federal Home
              Loan Bank                            15,600,000           15,519,000           14,650,000           14,713,000
                                              =================    ==================   ==================   =================

</TABLE>
                                       37                            (Continued)

<PAGE>





(16)   Holding Company Information (Condensed)

       The  summarized  financial  information  for Crazy  Woman  Creek  Bancorp
       Incorporated is presented below.  Intercompany  balances and transactions
       are noted parenthetically.
<TABLE>
<CAPTION>


       Condensed Balance Sheets
                                                                                                 September 30,
                                                                                     ---------------------------------------
                                                                                           1999                 1998
                                                                                     ------------------   ------------------
                                        Assets
                                        ------
<S>                                                                             <C>                        <C>
      Cash (Demand account with BFSB)                                             $           24,924               68,486
      Investment in subsidiary                                                            11,830,787           12,029,599
      Loan to BFSB                                                                             -                  674,000
      Loan to ESOP                                                                           480,000              525,714
      Dividend receivable                                                                     90,000               -
      Investment securities available-for-sale - mutual funds                              1,408,771            1,100,220
      Income taxes receivable                                                                  8,030               10,800
      Other assets                                                                               999               11,809
                                                                                     ------------------   ------------------

              Total assets                                                        $       13,843,511           14,420,628
                                                                                     ==================   ==================
                         Liabilities and Stockholders' Equity
                         ------------------------------------

      Deferred tax liability                                                      $          114,164               23,161
      Dividends payable                                                                      103,656               90,926
      Other liabilities                                                                        3,479                4,801
      Stockholders' equity:
          Common stock                                                                       105,800              105,800
          Additional paid-in capital                                                      10,096,435           10,083,224
          Unearned ESOP/MSBP shares                                                         (576,665)            (670,711)
          Retained earnings                                                                7,080,054            6,736,570
          Accumulated other comprehensive income (loss)                                     (341,126)             207,612
          Treasury stock                                                                  (2,742,286)          (2,160,755)
                                                                                     ------------------   ------------------
              Total stockholders' equity                                                  13,622,212           14,301,740
                                                                                     ------------------   ------------------

              Total liabilities and stockholders' equity                          $       13,843,511           14,420,628
                                                                                     ==================   ==================
</TABLE>
     BFSB has  acquired  21,584  shares  of  Holding  Company  common  stock for
     $266,011  which  is  reflected  as  treasury  stock  in  the   accompanying
     consolidated financial statements.

                                       38                            (Continued)

<PAGE>

             CRAZY WOMAN CREEK BANCORP INCORPORATED AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                           September 30, 1999 and 1998

<TABLE>
<CAPTION>
         Condensed Statements of Income
                                                                                            Year Ended September 30,
                                                                                     ---------------------------------------
                                                                                           1999                 1998
                                                                                     ------------------   ------------------
<S>                                                                             <C>
      Dividends from BFSB                                                         $        270,000         <C>        -
      Dividends on mutual funds                                                             40,893               31,290
      Interest income (ESOP loan and loan to BFSB)                                          57,911              134,460
      Management fee to BFSB                                                               (27,600)             (27,600)
      Other operating expenses                                                             (34,538)             (36,822)
                                                                                     ------------------   ------------------
          Income before equity in undistributed earnings of subsidiary and
             income taxes                                                                  306,666              101,328
      Equity in undistributed earnings of subsidiary                                       392,792              645,572
                                                                                     ------------------   ------------------
          Income before income taxes                                                       699,458              746,900
      Income taxes                                                                           9,770               34,500
                                                                                     ------------------   ------------------
          Net income                                                              $        689,688              712,400
                                                                                     ==================   ==================

         Condensed Statements of Cash flows
</TABLE>

<TABLE>
<CAPTION>
                                                                                            Year Ended September 30,
                                                                                     ---------------------------------------
                                                                                           1999                 1998
                                                                                     ------------------   ------------------
<S>                                                                            <C>                         <C>
      Net income                                                                  $        689,688              712,400
      Adjustments to reconcile net income to net cash provided (used) by
          operating activities:
             Equity in undistributed earnings of subsidiary                               (392,792)            (645,572)
             Mutual fund dividends reinvested                                              (40,895)             (31,290)
             Decrease in income taxes                                                        2,770               (9,500)
             Increase in other liabilities                                                  (1,322)                 301
             Decrease (increase) on other assets                                           (79,190)             (10,476)
                                                                                     ------------------   ------------------
                 Net cash provided (used) by operating activities                          178,259               15,863
                                                                                     ------------------   ------------------
      Cash flows from investing activities:
          Principal payments on loan to BFSB                                               674,000            1,500,000
          Principal payments on ESOP note receivable                                        45,714               45,715
          Investment in mutual funds                                                          -                (399,500)
                                                                                     ------------------   ------------------
                 Net cash provided by investing activities                                 719,714            1,146,215
                                                                                     ------------------   ------------------
      Cash flows from financing activities:
          Repurchase of common stock                                                      (581,531)            (827,979)
          Exercise of stock options                                                           -                  24,863
          Cash dividends paid                                                             (360,004)            (380,340)
                                                                                     ------------------   ------------------
                 Net cash used in financing activities                                    (941,535)          (1,183,456)
                                                                                     ------------------   ------------------

      Net increase in cash                                                                 (43,562)             (21,378)
      Cash at beginning of year                                                             68,486               89,864
                                                                                     ------------------   ------------------
                                                                                            24,924               68,486
                                                                                     ==================   ==================
      Cash paid during the year for taxes                                         $          7,000               46,500
                                                                                     ==================   ==================

</TABLE>
                                       39

<PAGE>


                                Corporate Office
     Crazy Woman Creek Bancorp Incorporated and Buffalo Federal Savings Bank

                                 106 Fort Street
                           Buffalo, Wyoming 82834-1889
                                 (307) 684-5591

          Board of Directors of Crazy Woman Creek Bancorp Incorporated

      Richard Reimann                  Greg L. Goddard
      Chairman of the Board

      Deane D. Bjerke                  Douglas D. Osborn

      Thomas J. Berry                  Sandra K. Todd


                               Executive Officers

      Deane D. Bjerke                                   Arnold R. Griffith, Jr.
      President and Chief Executive Officer             Senior Vice President

                                 John B. Snyder
                   Vice President and Chief Financial Officer

                              Professional Advisors

     Corporate Counsel                 Special Counsel
     Kirven and Kirven                 Mailzia Spidi & Fisch, PC
     104 Fort Street                   One Franklin Square
     Buffalo, WY  82834                1301 K Street, N.W., Suite 700 East
                                       Washington,  D.C. 20005

     Independent Auditors              Transfer Agent and Registrar
     KPMG LLP                          American  Securities  Transfer  & Trust
     1000 First Interstate Center      Incorporated
     401 North 31st Street             1825 Lawrence Street, Suite 444
     Billings, MT  59103               Denver, CO  80202

                                   Form 10-KSB

     Crazy Woman Creek Bancorp  Incorporated's  Annual Report for the year ended
     September  30, 1999 filed with the  Securities  and Exchange  Commission on
     Form 10-KSB,  excluding exhibits,  is available without charge upon written
     request.  For a copy of the Form 10-KSB or any other investor  information,
     please write or call the  Corporate  Secretary at the  Company's  Corporate
     Office in Buffalo, Wyoming. All public reports of the Company are available
     on the SEC's website at  www.sec.gov.  The Annual  Meeting of  Stockholders
     will be held on January 26, 2000 at 3:00 p.m. at the Company's  main office
     located at 106 Fort Street, Buffalo, Wyoming.