<PAGE>   1

                                                                    EXHIBIT 13.1

                         [AMERICAN BANCORP, INC. LOGO]
--------------------------------------------------------------------------------
                           2000 ANNUAL REPORT
                           AMERICAN BANCORP, INC.
                           POST OFFICE BOX 1579
                           OPELOUSAS, LOUISIANA 70570


<PAGE>   2

NATURE OF BUSINESS

American Bancorp, Inc. is a one-bank holding company whose sole subsidiary is
American Bank and Trust Company, a commercial bank whose general business is
that of providing banking services to the Opelousas, Louisiana area. The Bank
serves the needs of the area through 44 employees at six banking locations. The
main office is located at the corner of Landry Street and Union Street in
Opelousas. Branch banking-offices are located in the parish of St. Landry in the
communities of Lawtell, Krotz Springs, Port Barre and an office on Creswell Lane
in South Opelousas. In addition, the Bank has a branch located on Moss Street,
in Lafayette, Louisiana.

MARKET PRICE AND DIVIDENDS DECLARED

<TABLE>
<CAPTION>
                                                   DIVIDENDS
YEAR             QUARTER       HIGH       LOW      PER SHARE
----             -------       ----       ---      ---------
<S>              <C>           <C>        <C>        <C>
2000             First         $61        $61        $   --
                 Second         62         62            --
                 Third          64         64            --
                 Fourth         68         30          1.70

1999             First         $60        $60        $   --
                 Second         61         61            --
                 Third          61         61            --
                 Fourth         62         62          1.45
</TABLE>

Note: The primary market area for American Bancorp, Inc.'s common stock is the
Opelousas, Louisiana area with American Bank and Trust Company acting as
registrar and transfer agent. There were approximately 514 shareholders of
record at December 31, 2000.

         Source of market price - American Bank & Trust Company acts as the
transfer agent for the Company. The stock is thinly traded and the price ranges
are based on stated sales price to the transfer agent, which does not represent
all sales.

ANNUAL SHAREHOLDERS' MEETING

         The annual meeting of the shareholders of American Bancorp, Inc. will
be held on April 11, 2001 in the Board of Directors Room at the Operations
Center located at 321 East Landry Street, Opelousas, Louisiana.

FORM 10-K ANNUAL REPORT

         American Bancorp, Inc. files an annual report with the Securities and
Exchange Commission on Form 10-K. A copy of the report filed on Form 10-K will
be sent free of charge to any shareholder by writing to: Ronald J. Lashute,
Chief Executive Officer and Executive Vice-President, American Bank and Trust
Company, Post Office Box 1579, Opelousas, Louisiana 70570.



                                      -1-
<PAGE>   3


                               FINANCIAL SUMMARY
           (In thousands of dollars except per share data and ratios)


<TABLE>
<CAPTION>
                                                                              2000                  1999                 1998
                                                                           ----------            ----------           ----------
<S>                                                                        <C>                   <C>                  <C>
FOR THE YEAR

         Net income....................................................    $    1,203            $    1,086           $    1,008

         Return on average shareholders' equity........................         11.91%                11.38%               11.27%

         Return on average total assets................................          1.54%                 1.42%                1.47%

AT YEAR END

         Total assets..................................................     $  82,760             $  80,232            $  73,666

         Total earning assets..........................................     $  73,116             $  71,670            $  67,114

         Total loans...................................................     $  32,080             $  28,253            $  27,463

         Total deposits................................................     $  71,318             $  70,434            $  63,819

         Total shareholders' equity....................................     $  11,076            $    9,506            $   9,446

         Common shares outstanding.....................................       117,630               117,712              118,449

PER SHARE

         Net income....................................................    $    10.23           $      9.21            $    8.47

         Book value....................................................    $    94.16           $     80.75            $   79.75

         Cash dividends declared.......................................    $     1.70           $      1.45            $    1.25

CAPITAL RATIOS

         Total risk-based capital ratio................................         30.25%                29.82%               28.72%

         Leverage ratio................................................         14.14%                13.11%               13.36%
</TABLE>



                                      -2-
<PAGE>   4


                                    CONTENTS


<TABLE>
<CAPTION>
                                                                                                   PAGE
<S>                                                                                             <C>
Financial Summary........................................................................        2

A Message to the Shareholders............................................................        4

Management's Discussion and Analysis of Financial
   Condition and Results of Operations...................................................        5 - 22

Independent Auditors' Report ............................................................        23

Consolidated balance sheets..............................................................        24 and 25

Consolidated statements of income........................................................        26

Consolidated statements of changes in shareholders' equity...............................        27

Consolidated statements of cash flows....................................................        28 and 29

Notes to consolidated financial statements...............................................        30 - 49

Officers and directors of American Bank & Trust Company..................................        50

Officers and directors of American Bancorp, Inc..........................................        51
</TABLE>



                                      -3-
<PAGE>   5


                              TO THE SHAREHOLDERS

         American Bancorp, Inc. and its sole subsidiary, American Bank & Trust
Company, enjoyed a banner year for 2000 with record earnings in the amount of
$1,203,256, up from $1,085,545 in 1999. As a result of earnings, return on
average assets was 1.54% and return on average equity was 11.91%

         Earnings per share this past year was $10.23 up from $9.21 in 1999. The
company's book value increased to $94.16 at year end compared to $80.75 in 1999.
Cash dividends declared to shareholders in 2000 was $1.70 per share, an increase
of 17% over the 1999 dividend.

         Asset quality of the company continues to remain at a very high level.
Nonperforming assets were only $33,923 or .04% of total assets at year end, and
net charge-off of loans were only .04% of average total loans. Total
shareholder's equity at year end was $11,076,459, which contributes to a very
healthy leverage capital ratio of 14.14%.

         During the first half of 2000, the bank successfully installed a new
computer system and software enabling the bank to enhance customer service.
Construction of the new Lafayette branch facility located on Moss Street in
Lafayette began in late 2000 and should be completed and open for business in
June of 2001.

         We have been blessed throughout the years with the loyal support from
you the shareholders, our customers, and a dedicated staff of employees. Your
management and Board of Directors will continue to strive for improvement while
maintaining excellent customer service and increased shareholder value. We
appreciate your continued support and thank you for the opportunity to serve
you.






/s/ SALVADOR L. DIESI, SR.

Salvador L. Diesi, Sr., Chairman of the Board
         and President




/s/ RONALD J. LASHUTE

Ronald J. Lashute, Chief Executive Officer and
         Executive Vice-President of American
         Bank & Trust Company



                                      -4-
<PAGE>   6


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


SUMMARY OF OPERATIONS FOR THE LAST FIVE YEARS
(In thousands of dollars except per share data and ratios)

<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                             ----------------------------------------------------------------------------
                                               2000             1999             1998             1997             1996
                                             --------         --------         --------         --------         --------
<S>                                          <C>              <C>              <C>              <C>              <C>
Operating Data:
      Interest income .....................  $  5,210         $  4,819         $  4,657         $  4,483         $  4,306
      Interest expense ....................     1,545            1,511            1,446            1,398            1,328
                                             --------         --------         --------         --------         --------
      Net interest income .................     3,665            3,308            3,211            3,085            2,978
      Provision for possible loan
         losses ...........................        11               --               --               --               --
                                             --------         --------         --------         --------         --------
      Net interest income after
         provision for loan losses ........  $  3,654         $  3,308         $  3,211         $  3,085         $  2,978
      Non-interest income .................       695              693              612              606              666
      Non-interest expense ................     2,720            2,512            2,407            2,339            2,269
                                             --------         --------         --------         --------         --------
      Net income before taxes .............     1,629            1,489            1,416            1,352            1,375
      Provision for income taxes ..........       426              403              408              405              335
                                             --------         --------         --------         --------         --------
      Net income ..........................  $  1,203         $  1,086         $  1,008         $    947         $  1,040
                                             ========         ========         ========         ========         ========
 Per share data:
      Weighted average number of
         shares outstanding ...............   117,673          117,884          118,965          119,997          120,000
      Net income ..........................  $  10.23         $   9.21         $   8.47         $   7.90         $   8.65
      Cash dividends declared .............  $   1.70         $   1.45         $   1.25         $   1.10         $   1.00
      Book value at end of year ...........  $  94.16         $  80.75         $  79.75         $  70.96         $  63.80

 Selected year-end balances:
      Loans ...............................  $ 32,659         $ 28,832         $ 28,058         $ 28,435         $ 28,925
      Deposits ............................  $ 71,318         $ 70,434         $ 63,819         $ 55,857         $ 59,367
      Equity ..............................  $ 11,076         $  9,505         $  9,446         $  8,512         $  7,656
      Total assets ........................  $ 82,760         $ 80,232         $ 73,666         $ 64,621         $ 67,254

 Selected average balances:
      Average assets ......................  $ 77,954         $ 76,452         $ 68,472         $ 64,384         $ 61,012
      Average shareholder's equity ........  $ 10,104         $  9,536         $  8,942         $  8,099         $  7,251

 Selected ratios:
      Return on average assets ............      1.54%            1.42%            1.47%            1.47%            1.70%
      Return on average shareholder's
        equity ............................     11.91%           11.38%           11.27%           11.70%           14.32%
      Dividend payout ratio ...............     16.62%           15.74%           14.76%           13.92%           11.56%
      Average equity/average assets .......     12.96%           12.47%           13.06%           12.58%           11.88%
      Tier 1 risk-based capital ratio .....     29.00%           28.57%           27.47%           26.13%           23.23%
      Total risk-based capital ratio ......     30.25%           29.82%           28.72%           27.38%           24.48%
      Leverage ratio ......................     14.14%           13.11%           13.36%           12.97%           12.44%
</TABLE>



                                      -5-
<PAGE>   7


         Management's discussion and analysis of financial condition and results
of operations should be read in conjunction with the accompanying financial
statements and notes.

OVERVIEW

         The Company reported net income of $1,203,256 in 2000 compared to
$1,085,545 in 1999 and $1,007,868 in 1998. Interest income has increased over
the last three years. The increase for 2000 was $.391 million and an increase of
$.163 million from 1998 to 1999. Interest expense also increased in 2000. The
increase for 2000 was $.033 million and an increase of $.066 million from 1998
to 1999. Net income before taxes has been increasing over the past three years.

         Average total assets continue to increase. These assets have grown
2.0%, 11.7% and 6.4% in 2000, 1999 and 1998, respectively. This increase is a
result of the growth of interest-bearing and non-interest bearing demand
deposits in 2000 and the growth of non-interest bearing demand deposits and time
deposits in 1999. Non-interest bearing demand deposits increased $1.638 million
in 2000 or 6.8% over the 1999 balance and an increase of $4.892 million in 1999
or 25.7% over the 1998 balance. Time deposits decreased $1.061 million or 4.8%
in 2000 over the 1999 amounts and increased $2.283 million or 11.5% in 1999 over
the 1998 amounts.

         The year end balance sheet reflects an increase of $2.528 million or
3.2% in total assets. Securities held to maturity reflected an increase of
$2.097 million or 74.9% from 1999. During the same period, loans increased by
$3.827 million or 13.5%. In addition, total deposits increased $.884 million or
1.26% in comparing 2000 to 1999. For the same period, there was an increase of
$1.571 million in stockholders' equity or 16.5% in comparing 2000 to 1999.

STATEMENT OF INCOME ANALYSIS

         Net interest income on a taxable-equivalent basis was $3.878 million in
2000, an increase of $.379 million, or 10.8% compared to 1999. In 1999, net
interest income was $3.499 million, an increase of $.175 million or 5.3% over
the prior year. The net interest margin for 2000 was 5.4% compared to 5.0% in
1999 and 5.3% in 1998. Table 1 summarizes average balances, income and average
yields on earning assets and expense and average rates paid on interest bearing
liabilities. Table 2 analyzes the change in net interest income for the two most
recent annual intervals.

         The increase in the average balances of loans and securities available
for sale had a positive effect on the change in net interest margin from 1999 to
2000. However, this effect was partially negated by the decrease in average
balances of short-term investments. The increase in the average balance on time
and savings deposits also had an impact on the change in the net interest margin
from 1999 to 2000.

PROVISION FOR POSSIBLE LOAN LOSSES. The provision for possible loan losses was
$10,500 in 2000, and $-0- in 1999 and 1998. As a percentage of outstanding
loans, the allowance for possible loans losses was 1.8%, 2.0% and 2.1% at
December 31, 2000, 1999 and 1998, respectively. The annual provision is
determined by the level of net charge offs, the size of the loan portfolio, the
level of nonperforming loans, anticipated economic conditions, and review of
financial condition of specific customers.



                                      -6-
<PAGE>   8


NON-INTEREST INCOME. Non-interest income increased only $2,819 or .4% from 1999
to 2000. There was an increase of $80,161 or 13.1% from 1998 to 1999. The Bank's
management realizes that non-interest income will become increasingly important
as deregulation continues to impact the net interest margin; therefore,
management is continuously evaluating new opportunities for fee revenues through
proper pricing of services and the development of new sources of non-interest
revenue.

NON-INTEREST EXPENSE. Non-interest expense increased $208,492 or 8.3% in 2000
from 1999. The increase from 1998 to 1999 was $104,494 or 4.3%. There is no one
particular expense category that has experienced a large increase in 2000. The
increase is spread over a large number of accounts. In comparing 2000 to 1999
and 1998, there were immaterial variances between years. These increases are
mainly due to increases in overall salaries for the three year period.

INCOME TAXES. The Company recorded income tax expense of $426,328 in 2000
compared to $402,933 in 1999 and $407,896 in 1998.

         Net future deductible temporary differences at December 31, 2000 was
$57,415. The allowance for loan losses represents $17,592 and the deferred
executive compensation represents $34,254 of the future deductible temporary
differences. The provision for possible loan losses which contributed to the
allowance has been recognized as expense for financial reporting purposes but is
not deductible for federal income tax purposes until the loans are charged off.
The deferred executive compensation is an expense for financial reporting
purposes but is not deductible until actually paid. Valued at the 34% federal
statutory tax rate, the net future deductible amounts, if ultimately recognized,
would generate tax benefits of $57,415. There are deferred tax liabilities of
$47,384 as of December 31, 2000. The primary deferred liability is related to
accumulated depreciation in the amounts of $37,624. The deferred tax related to
unrealized appreciation and loss on available for sale securities is reflected
in shareholders equity. The net deferred tax asset of $10,031 is included in
other assets. These benefits are recorded as a deferred tax asset at December
31, 2000.

BALANCE SHEET AND CAPITAL FUNDS ANALYSIS

         Investment securities are a major use of funds by the Bank. The balance
at December 31, 2000 was $35,963,685 which represented a $1,741,381 or 5.1%
increase from the $34,222,304 balance outstanding at December 31, 1999.
Investment securities serve several purposes. A portion of investment securities
provides liquidity or secondary reserves, which management can use, if
necessary, to meet loan demand or deposit withdrawals. Investment securities,
especially obligations of state and political subdivisions, provide for schools,
road construction, sewers, and various other projects. The Bank invests a
portion of these funds in the market area as a service to the community in which
it operates. The remainder of these funds are invested in obligations of the
United States Government or its agencies. It is management's policy to minimize
risk in investments and provide liquidity by investing in short-term maturities
with quality ratings. A substantial portion of the investment portfolio is
pledged on public deposits (39.3%), this is more than the 1999 pledged
percentage of 35.7%. The amount of public funds on deposit has been increasing
slightly for the last three years and management anticipates this source of
deposits will not grow substantially in the future.

         The Bank' primary use of funds is to meet loan demand. Loans, net of
unearned income, were $32,659,608 at December 31, 2000, compared to $28,832,360
at December 31, 1999. This $3,827,248 or 13.3% increase is the result of
increased market share in the market area.



                                      -7-
<PAGE>   9


         The Bank attracts deposits from consumers and businesses, and also
utilizes its access to the money markets to purchase funds to support the asset
side of the balance sheet. The two primary sources of funds may be classified as
"interest-bearing deposits" and "non-interest bearing deposits."
"Interest-bearing deposits" consist of time deposits, savings accounts, NOW
accounts and Money Market deposit accounts. The largest source of "non-interest
bearing deposits" is demand deposits, which consist of gross demand deposits
less reciprocal balances with our correspondent banks.

         As of December 31, 2000, total deposits increased $884,115 or 1.3% from
December 31, 1999. The most significant change in deposits from 1999 to 2000 was
the increase in non-interest bearing demand deposit accounts of $2,122,746 or
8.9%. The increase in non-interest bearing accounts is attributable to an
increase in commercial accounts in 2000.

         Shareholders' equity increased $1,570,784 or 16.5% from December 31,
1999 to December 31, 2000. Retained earnings increased $1,003,273 or 13.5% in
2000. However, the accumulated other comprehensive loss at 1999 of $553,801
became income of $18,946 in 2000 due to the effect of interest rate reductions
on the investment portfolio. The equity or book value of the Bank is the
shareholders' investment in the Bank resulting from the sale of stock and the
accumulation of earnings retained by the Bank. The strength of the Bank and its
ability to grow depends to a great extent on management's ability to maintain a
corresponding growth in shareholders' equity.

         We declared cash dividends in the amount of $199,983 or $1.70 per share
in 2000 and $170,683 or $1.45 per share in 1999. Dividends of $148,134 or $1.25
per share were declared in 1998.

         Eighty-two shares of treasury stock were purchased in 2000. This brings
the total of treasury stock owned to 2,370 with a cost of $134,637.

NONPERFORMING ASSETS AND PAST DUE LOANS. Nonperforming assets are loans carried
on a nonaccrual basis, those classified as restructured loans (loans with
below-market interest rates or other concessions due to the deteriorated
financial condition of the borrower), repossessed real estate, property in the
process of being repossessed and repossessed movable property. A loan is placed
on nonaccrual when, in management's judgment, the borrower's financial condition
has deteriorated to the point that his ability to service the principal and/or
interest is in doubt. At that time, any accrued interest on the loan is reversed
and accruing of interest is discontinued. The Company's nonperforming assets
consist primarily of a small number of installment loans.

         Nonperforming assets at December 31, 2000 were $33,923, a decrease of
$75,106 or 68.9% from December 31, 1999. The most significant decrease in
nonperforming assets from 1999 to 2000 was in the loans on nonaccrual status.
This resulted primarily from collection efforts on nonaccrual loans. The Bank
has experienced little activity in other real estate for the three year period
ended December 31, 2000. Management anticipates this favorable trend to
continue.

         Loans are considered to be impaired when it is probable that all
amounts due in accordance with the contractual terms will not be collected.
Included in nonaccrual loans are loans that are considered to be impaired, which
totaled $-0- at December 31, 2000 and $69,889 at December 31, 1999. The
allowance for loan losses related to these loans was $-0- and $10,000 at
December 31, 2000 and 1999, respectively.



                                      -8-
<PAGE>   10

LIQUIDITY. Liquidity is the ability to ensure that adequate funds are available
to satisfy contractual liabilities, fund operations, meet withdrawal
requirements of depositors, and provide for customers' credit needs in a timely
manner. The liquidity position of the Bank is founded on a stable base of core
deposits. The primary source of liquidity for the Bank is its short-term
investments. The Bank has overnight fund lines with correspondent banks
providing additional sources of liquidity. Securities available for sale also
provide a major source of liquidity to the Bank, as do the cash flows from
repayments and maturities of its loan portfolio. The franchise from which the
Bank operates allows access to a broad base of retail customers, and management
has been successful at attracting additional deposits when a continuing need for
further funding has arisen. The Bank's core deposit base is supplemented by
public fund time deposits and federal funds obtained through correspondent
relationships.

         At the Parent Company (American Bancorp, Inc.) level, cash is needed to
fund operations and to pay dividends. During December 2000, the Parent Company
received $213,500 from the Bank in dividends. The majority of these funds were
used to pay dividends to stockholders and to repurchase outstanding Company
stock.

         The purpose of liquidity management is to assure that the Bank has the
ability to raise funds to support asset growth, meet deposit withdrawal,
maintain reserve requirements and otherwise operate the Bank on a continuing
basis. Liquidity for the Bank is provided by the acquisition of additional funds
in the form of deposits, borrowing such as federal funds, investment maturities
and sales, and loan maturities and repayments.

         In recognition of the increased pace of deregulation and increasing
competition, the Bank will continue to increase its competitive position in the
area to assure the availability of funds. The Bank's reputation, capital
position and base of deposits will help to insure flexibility and liquidity.

CAPITAL ADEQUACY. The management of capital is a continuous process which
consists of providing capital for anticipated growth of the Bank. An evaluation
of capital adequacy cannot be made solely in terms of total capital or related
ratios. A more comprehensive indication of financial strength is management's
ability to generate capital through the retention of earnings. The Bank's main
source of capital during the last several years has been cumulative earnings
derived through profitable operations.

         Regulations applicable to state banks and their holding companies
prescribe minimum capital levels. These levels are based on established
guidelines which relate required capital standards to both risk-weighted
assets (risk-based capital ratios) and total assets (leverage ratio). In
accordance with risk-based guidelines, assets and off-balance-sheet financial
instruments are assigned weights to measure their levels of risk. The total Tier
1 risk-based capital ratio for the Bank was 29.00% at year end 2000 and 28.57%
at year end 1999. Leverage ratios were 14.14% and 13.11% at December 31, 2000
and 1999, respectively. The Bank presently meets or exceeds all required
risk-based capital standards and anticipates no difficulty in maintaining those
standards.



                                      -9-
<PAGE>   11

FAIR VALUES OF FINANCIAL INSTRUMENTS. Statement of Financial Accounting
Standards No. 107, "Disclosures About Fair Values of Financial Instruments"
requires disclosure of estimated fair values of financial instruments. Financial
instruments are defined as cash and contractual rights and obligations that
require settlement, directly or indirectly, in cash. Note 13 to the consolidated
financial statements provides information regarding the fair values of financial
instruments as of December 31, 2000.

MARKET RISK. Market risk is the effect that interest rate changes in market
interest rates have on a bank's earnings and its underlying economic value.
Changes in interest rates affect a bank's earnings by changing its net interest
income and the level of other sensitive income and operating expenses. The
underlying economic value of the Company's assets, liabilities, and off-balance
sheet instruments also are affected by changes in interest rates. These changes
occur because the present value of future cash flows, and in some cases the cash
flows themselves, change when interest rates change. The combined effects of the
changes in these present values reflect the change in the Bank's underlying
economic value.

         Table 14 presents the Bank's Interest Rate Sensitivity Analysis. The
table is prepared utilizing present value calculations. Present value is the
future cash flows of a financial instrument, or portfolio of financial
instruments, discounted to the present. The discount rate is constructed by the
use of the build-up approach or the risk premium approach.

         The build-up approach views the discount rate as consisting of four
components. They are risk-free rate, credit risk, operating expense, and
prepayment option price. Risk-free rate forms the foundation of the discount
rate and is derived from the Treasury yield curve. The credit risk component is
the annualized yield needed to cover the loss of value expected over the entire
life of a portfolio. The operating expense component represents an annualized
cost rate derived from operating expense allocations. This component is used to
adjust the risk-free rate in order to compensate for operating expenses. The
prepayment option price is the final component, and represents a basis point
adjustment to the risk-free rate to reflect the value of imbedded prepayment
options.

         The risk premium approach views the discount rate as the sum of two
components: the risk-free rate, and a risk premium. The risk-free rate is the
same as defined above. The risk premium is the annualized yield needed to cover
the risk reflected in the portfolio. This risk premium incorporates all forms of
risk in a single spread to the Treasury yield curve. Consistent with an entry
rate concept of selecting a discount rate, the marginal pricing rate for each
account serves as the basis for determining an appropriate risk premium to the
Treasury yield curve. This risk premium is calculated by subtracting the value
on the Treasury yield curve which corresponds to the average maturity of the
account from the account's marginal pricing rate.

         The build-up approach is used for loans, deposits, and short-term
borrowing. The risk premium approach is used for securities and short-term
investments.

         The cash flows for all assets and liabilities are estimated based upon
reasonable assumptions on the time remaining until maturity, repricing
frequency, decay factors, and prepayment rates. These assumptions are either
based on historical trends or available industry accepted information.



                                      -10-
<PAGE>   12

         The effect of an increase in 200 basis points from December 31, 2000
rates would be a reduction of $.956 million in total market value of
shareholders' equity or a 7.52% decrease in the market value of the portfolio
equity. A decrease of 200 basis points from December 31, 2000 would result in an
increase of $.153 million or a 1.21% increase in the market value of the
portfolio equity.

         The effect on earnings is also reflected in Table 14. A 200 basis point
increase on the assets and liabilities outstanding as of December 31, 2000 would
result in an increase in net income of $.061 million or a 5.15% increase in net
income. A 200 basis point decrease on the assets and liabilities outstanding as
of December 31, 2000 would have the opposite effect and would result in a
decrease of net income in the amount of $.148 million or a 12.45% decrease in
net income.

         Computation of prospective effects of hypothetical interest rate
changes are based on many assumptions, including relative levels of market
interest rates, loan prepayments, and deposits decay. They should not be relied
upon as indicative of actual results. Further, the computations do not
contemplate certain actions that management could undertake in response to
changes in interest rates.

         The Bank does not invest in derivatives and has none in its securities
portfolio.



                                      -11-
<PAGE>   13

TABLE 1
SUMMARY OF CONSOLIDATED NET INTEREST INCOME
Fully taxable equivalent basis (In thousands)

<TABLE>
<CAPTION>
                                                                                 2000
                                                            --------------------------------------------
                                                              AVERAGE                           AVERAGE
                                                              BALANCE         INTEREST           RATE
                                                            ----------       ----------       ----------
<S>                                                         <C>              <C>              <C>
ASSETS
   Short-term investments ..............................    $    4,455       $      268             6.02%
   Loans, net of unearned income (1)(2) ................        29,974            2,777             9.26
   Securities available for sale (1)(3) ................        33,193            2,138             6.44
   Securities held to maturity .........................         4,091              240             5.87
                                                            ----------       ----------
         Total interest earning assets .................        71,713            5,423             7.56%
                                                                             ----------       ----------
   Allowance for possible loan losses ..................          (572)
   Cash and due from banks .............................         4,814
   Other assets ........................................         1,999
                                                            ----------
         Total assets ..................................    $   77,954
                                                            ==========

LIABILITIES
   Interest-bearing demand deposits ....................    $   11,630       $      237             2.04%
   Savings deposits ....................................         9,216              248             2.69
   Time deposits .......................................        20,969            1,060             5.06
   Short-term borrowings ...............................            --               --               --
                                                            ----------       ----------
         Total interest-bearing liabilities ............        41,815            1,545             3.69%
                                                                             ----------       ----------
   Non-interest bearing demand deposits ................        25,600
   Other liabilities ...................................           435
                                                            ----------
         Total liabilities .............................        67,850

SHAREHOLDERS' EQUITY
   Shareholders' equity ................................        10,104
                                                            ----------

         Total liabilities and shareholders' equity ....    $   77,954
                                                            ==========

   Total interest expense related to earning assets ....                                            2.15%
                                                                                              ----------

   Net interest income .................................                     $    3,878
                                                                             ==========

   Net interest margin .................................                                            5.41%
                                                                                              ==========

<CAPTION>
                                                                                1999
                                                            ----------------------------------------
                                                              AVERAGE                       AVERAGE
                                                              BALANCE       INTEREST         RATE
                                                            ----------     ----------     ----------
<S>                                                         <C>            <C>            <C>
ASSETS
   Short-term investments ..............................    $    9,782     $      492           5.03%
   Loans, net of unearned income (1)(2) ................        26,880          2,450           9.11
   Securities available for sale (1)(3) ................        28,672          1,781           6.21
   Securities held to maturity .........................         4,689            288           6.14
                                                            ----------     ----------
         Total interest earning assets .................        70,023          5,011           7.16%
                                                                           ----------     ----------
   Allowance for possible loan losses ..................          (592)
   Cash and due from banks .............................         4,912
   Other assets ........................................         2,109
                                                            ----------
         Total assets ..................................    $   76,452
                                                            ==========

LIABILITIES
   Interest-bearing demand deposits ....................    $   10,838     $      211           1.95%
   Savings deposits ....................................         9,714            263           2.71
   Time deposits .......................................        22,030          1,038           4.71
   Short-term borrowings ...............................            --             --             --
                                                            ----------     ----------
         Total interest-bearing liabilities ............        42,582          1,512           3.55%
                                                                           ----------     ----------
   Non-interest bearing demand deposits ................        23,962
   Other liabilities ...................................           372
                                                            ----------
         Total liabilities                                      66,916

SHAREHOLDERS' EQUITY
   Shareholders' equity ................................         9,536
                                                            ----------

         Total liabilities and shareholders' equity ....    $   76,452
                                                            ==========

   Total interest expense related to earning assets ....                                        2.16%
                                                                                          ----------

   Net interest income .................................                   $    3,499
                                                                           ==========

   Net interest margin .................................                                        5.00%
                                                                                          ==========

<CAPTION>
                                                                               1998
                                                            ----------------------------------------
                                                             AVERAGE                        AVERAGE
                                                             BALANCE        INTEREST         RATE
                                                            ----------     ----------     ----------
<S>                                                         <C>            <C>            <C>
ASSETS
   Short-term investments ..............................    $    5,732     $      309           5.39%
   Loans, net of unearned income (1)(2) ................        28,548          2,639           9.24
   Securities available for sale (1)(3) ................        19,113          1,237           6.47
   Securities held to maturity .........................         9,092            585           6.43
                                                            ----------     ----------
         Total interest earning assets .................        62,485          4,770           7.63%
                                                                           ----------     ----------
   Allowance for possible loan losses ..................          (602)
   Cash and due from banks .............................         4,093
   Other assets ........................................         2,496
                                                            ----------
         Total assets ..................................    $   68,472
                                                            ==========

LIABILITIES
   Interest-bearing demand deposits ....................    $   11,104     $      216           1.95%
   Savings deposits ....................................         9,223            250           2.71
   Time deposits .......................................        19,747            978           4.95
   Short-term borrowings ...............................            29              2           6.90
                                                            ----------     ----------
         Total interest-bearing liabilities ............        40,103          1,446           3.61%
                                                                           ----------     ----------
   Non-interest bearing demand deposits ................        19,070
   Other liabilities ...................................          357
                                                            ----------
         Total liabilities .............................        59,530

SHAREHOLDERS' EQUITY
   Shareholders' equity ................................         8,942
                                                            ----------

         Total liabilities and shareholders' equity ....    $   68,472
                                                            ==========

   Total interest expense related to earning assets ....                                        2.31%
                                                                                          ----------

   Net interest income .................................                   $    3,324
                                                                           ==========

   Net interest margin .................................                                        5.32%
                                                                                          ==========

</TABLE>

(1)  Interest income earned on nontaxable investment securities and certain
     loans are exempt from taxation. However, an adjustment has been made for
     the tax preference item related to nontaxable securities purchased after
     December 31, 1982. An incremental tax rate of 34% is used to compute the
     taxable equivalent adjustment for 2000, 1999, and 1998.

(2)  For purposes of yield computations, non-accrual loans are included in loans
     outstanding.

(3)  Yield computations are based on historical cost of securities available for
     sale.



                                      -12-

<PAGE>   14

TABLE 2
RATE/VOLUME ANALYSIS
Fully taxable equivalent basis (In thousands)

<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,                      YEAR ENDED DECEMBER 31,
                                             ----------------------------------------     ----------------------------------------
                                                             2000/1999                                    1999/1998
                                             ----------------------------------------     ----------------------------------------
                                                INCREASE (DECREASE)                          INCREASE (DECREASE)
                                               DUE TO CHANGE IN: (1)                        DUE TO CHANGE IN: (1)
                                             -------------------------                    -------------------------
                                              AVERAGE         AVERAGE         NET          AVERAGE         AVERAGE         NET
                                              BALANCE          RATE          CHANGE        BALANCE          RATE          CHANGE
                                             ----------     ----------     ----------     ----------     ----------     ----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
Interest income:
   Short-term investments ...............    $     (294)    $       70     $     (224)    $      211     $      (28)    $      183
   Loans, net of unearned income ........           284             43            327           (153)           (36)          (189)
   Securities available for sale ........           286             71            357            606            (62)           544
   Securities held to maturity ..........           (36)           (12)           (48)          (277)           (20)          (297)
                                             ----------     ----------     ----------     ----------     ----------     ----------

      Total interest income .............           240            172            412            387           (146)           241
                                             ----------     ----------     ----------     ----------     ----------     ----------

Interest expense:
   Demand deposits ......................            16             10             26             (5)            --             (5)
   Savings deposits .....................           (13)            (2)           (15)            13             --             13
   Time deposits ........................           (52)            74             22            108            (50)            58
   Short-term borrowing .................            --             --             --             --             --             --
                                             ----------     ----------     ----------     ----------     ----------     ----------

      Total interest expense ............           (49)            82             33            116            (50)            66
                                             ----------     ----------     ----------     ----------     ----------     ----------

Taxable-equivalent net interest income ..    $      289     $       90     $      379     $      271     $      (96)    $      175
                                             ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>

(1)   The change in interest due to both rate and volume has been allocated to
      rate and volume changes in proportion to the relationship of the absolute
      dollar amounts of the change in each.



                                      -13-
<PAGE>   15

TABLE 3
SECURITIES PORTFOLIO
(In thousands)

<TABLE>
<CAPTION>
                                       DECEMBER 31, 2000                            DECEMBER 31, 1999
                           ----------------------------------------     ----------------------------------------
                             HELD TO       AVAILABLE                      HELD TO       AVAILABLE
                            MATURITY       FOR SALE         TOTAL        MATURITY       FOR SALE         TOTAL
                           ----------     ----------     ----------     ----------     ----------     ----------

<S>                        <C>            <C>            <C>            <C>            <C>            <C>
U.S. Treasury ........     $    4,396     $       --     $    4,396     $    2,300     $    3,501     $    5,801
U.S. Government and
   Agencies ..........            500         14,413         14,913            500         12,536         13,036
Mortgage-Backed
   Securities ........             --          7,253          7,253             --          6,931          6,931
State and Political
   Subdivisions ......             --          9,252          9,252             --          8,306          8,306
Equity Securities ....             --            149            149             --            149            149
                           ----------     ----------     ----------     ----------     ----------     ----------
                           $    4,896     $   31,067     $   35,963     $    2,800     $   31,423     $   34,223
                           ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>



                                      -14-
<PAGE>   16

TABLE 4
MATURITY DISTRIBUTION AND SECURITIES PORTFOLIO YIELDS
(In thousands)

<TABLE>
<CAPTION>
                                                                           AFTER                        AFTER
                                                                          ONE BUT                      FIVE BUT
                                            WITHIN ONE                  WITHIN FIVE                   WITHIN TEN
                                             YEAR AMT.       YIELD       YEARS AMT.       YIELD       YEARS AMT.      YIELD
                                            ----------    ----------    -----------    ----------     ----------    ----------
<S>                                         <C>           <C>           <C>            <C>            <C>           <C>

December 31, 2000:
   Held to maturity:
      U.S. Treasury ....................    $    2,601          5.61%    $    1,795          6.61%    $       --            --%
      U.S. Government
         and Agencies ..................           500          6.43             --            --             --            --
                                            ----------    ----------     ----------    ----------     ----------    ----------

            Total held to  maturity ....         3,101          5.74%         1,795          6.61%            --            --
                                            ----------    ----------     ----------    ----------     ----------    ----------

   Available for sale:
      U.S. Treasury ....................            --            --%            --            --%            --            --%
     U.S. Government
         and Agencies ..................           500          6.50         11,419          6.43          2,495          6.65
      Mortgage-Backed
         Securities(2) .................            36          7.37          1,888          5.79          2,366          6.59
      State and
         Political
         Subdivisions(1) ...............         1,033          6.89          4,099          6.87          3,798          7.08
     Equity Securities .................           149            --             --            --             --            --
                                            ----------    ----------     ----------    ----------     ----------    ----------

            Total available for sale ...         1,718          6.83%        17,406          6.48%         8,659          6.91%
                                            ----------    ----------     ----------    ----------     ----------    ----------

            Total securities ...........    $    4,819          6.13%    $   19,201          6.49%    $    8,659          6.91%
                                            ==========    ==========     ==========    ==========     ==========    ==========

<CAPTION>


                                             AFTER TEN                       TOTAL
                                             YEARS AMT.       YIELD         AMOUNT         YIELD
                                             ----------    ----------     ----------    ----------
<S>                                          <C>           <C>            <C>           <C>

December 31, 2000:
   Held to maturity:
      U.S. Treasury ....................     $       --            --%    $    4,396          6.02%
      U.S. Government
         and Agencies ..................             --            --            500          6.43
                                             ----------    ----------     ----------    ----------

            Total held to  maturity ....             --            --%          4,896          6.06%
                                             ----------    ----------     ----------    ----------

   Available for sale:
      U.S. Treasury ....................             --            --%            --            --%
     U.S. Government
         and Agencies ..................             --            --         14,414          6.47
      Mortgage-Backed
         Securities(2) .................          2,962          7.10          7,252          6.59
      State and
         Political
         Subdivisions(1) ...............            322          8.15          9,252          7.00
     Equity Securities .................             --            --            149            --
                                             ----------    ----------     ----------    ----------

            Total available for sale ...          3,284          7.19%        31,067          6.66%
                                             ----------    ----------     ----------    ----------

            Total securities ...........     $    3,284          7.19%    $   35,963          6.59%
                                             ==========    ==========     ==========    ==========
</TABLE>

(1)  Tax exempt yields are expressed on a fully taxable equivalent basis,
     assuming a rate of 34% for 2000.

(2)  Distributed by contractual maturity without regard to repayment schedules
     or projected payments.



                                      -15-
<PAGE>   17

TABLE 5
LOAN PORTFOLIO

The loans outstanding for the three years ended December 31, 2000 are shown in
the following table according to type of loan (in thousands).

<TABLE>
<CAPTION>
                                                 2000            1999            1998
                                              ----------      ----------      ----------
<S>                                           <C>             <C>             <C>
Commercial, financial and agricultural ..     $    6,946      $    7,326      $    7,666
Real Estate - Construction ..............            539             949              51
Real Estate - Mortgage ..................         20,052          15,809          15,361
Installment .............................          5,122           4,748           4,981
                                              ----------      ----------      ----------
        Total ...........................         32,659          28,832          28,059
Less:
  Allowance for possible loan losses ....           (579)           (579)           (596)
  Unearned income .......................             --              --              --
                                              ----------      ----------      ----------

                                              $   32,080      $   28,253      $   27,463
                                              ==========      ==========      ==========
</TABLE>

TABLE 6
LOAN MATURITY AND INTEREST RATE SENSITIVITY

The following table shows the amount of commercial, financial and agricultural
loans, real estate-construction loans and real estate mortgage loans, exclusive
of installment loans, outstanding as of December 31, 2000 which, based on
remaining scheduled repayments of principal, are due in the amounts indicated.
Also, the amounts are classified according to the sensitivity to the changes in
interest rates (in thousands).

<TABLE>
<CAPTION>
                                             ONE YEAR       OVER ONE
                                               OR              TO           OVER
                                             LESS(1)         5 YEARS       5 YEARS         TOTAL
                                            ----------     ----------     ----------     ----------
<S>                                         <C>            <C>            <C>            <C>
Maturity of Loans:
  Commercial, financial and
     agricultural .....................     $    3,076     $    2,945     $      152     $    6,173
  Real Estate - mortgage and
    construction ......................          3,051         14,320          3,993         21,364
                                            ----------     ----------     ----------     ----------

      Total ...........................     $    6,127     $   17,265     $    4,145     $   27,537
                                            ==========     ==========     ==========     ==========

Interest Rate Sensitivity of Loans:
  With predetermined interest rates ...     $    4,513     $   16,177     $    1,809     $   22,499
  With floating interest rates (2) ....          1,614          1,088          2,336          5,038
                                            ----------     ----------     ----------     ----------

      Total ...........................     $    6,127     $   17,265     $    4,145     $   27,537
                                            ==========     ==========     ==========     ==========
</TABLE>

(l)  Includes demand loans, loans having no stated schedule of repayments and no
     stated maturity, and overdrafts.

(2)  The floating interest rate loans generally fluctuate according to a formula
     based on a prime rate.



                                      -16-
<PAGE>   18

TABLE  7
NONPERFORMING ASSETS

Nonperforming assets include nonaccrual loans, loans which are contractually 90
days past due, restructured loans, and foreclosed assets. Restructured loans are
loans which, due to a deteriorated financial condition of the borrower, have a
below-market yield. Interest payments received on nonperforming loans are
applied to reduce principal if there is doubt as to the collectibility of the
principal; otherwise, these receipts are recorded as interest income. Certain
nonperforming loans that are current as to principal and interest payments are
classified as nonperforming because there is a question concerning full
collection of both principal and interest.

Nonperforming assets totaled $33,923 at year ended 2000, a $75,106 (68.9%)
decrease from the prior year. Nonperforming assets totaled $109,029 at December
31, 1999, which was a decrease of $96,519 (47.0%) from December 31, 1998. The
composition of nonperforming assets for the past three years are illustrated
below.

<TABLE>
<CAPTION>
                                                2000           1999           1998
                                             ----------     ----------     ----------
<S>                                          <C>            <C>            <C>
Nonperforming loans:
  Loans on nonaccrual ..................     $       --     $   69,889     $  144,797
  Restructured loans which are not
    on nonaccrual ......................         33,923         39,140         60,751
                                             ----------     ----------     ----------

      Total nonperforming loans ........         33,923        109,029        205,548

Other real estate and repossessed
   assets received in complete or
   partial satisfaction of loan
   obligations .........................             --             --              1
                                             ----------     ----------     ----------

       Total nonperforming assets ......     $   33,923     $  109,029     $  205,549
                                             ==========     ==========     ==========

  Loans contractually past due 90
    days or more as to principal or
    interest but which are not on
    nonaccrual .........................     $   11,061     $    8,119     $   14,718
                                             ==========     ==========     ==========
</TABLE>

At December 31, 2000, the Bank has loans outstanding to multiple numbers of
borrowers engaged in the medical industry and the legal profession. Loans to the
medical industry were approximately $7,126,000, while the loans to the legal
profession were approximately $3,177,000. There were no significant
nonperforming loans outstanding in these two concentrations.



                                      -17-
<PAGE>   19

TABLE 8
ALLOWANCE FOR POSSIBLE LOAN LOSSES
(In Thousands)

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                       --------------------------------------------
                                                          2000             1999             1998
                                                       ----------       ----------       ----------
<S>                                                    <C>              <C>              <C>

Beginning balance ................................     $      579       $      596       $      600
                                                       ----------       ----------       ----------

Charge-offs:
  Commercial, financial and agricultural loans ...             (3)             (13)              --
  Real estate mortgage loans .....................             --               --               --
  Real estate construction loans .................             --               --               --
  Installment loans ..............................             (8)              (7)             (15)
                                                       ----------       ----------       ----------
      Total charge-offs ..........................            (11)             (20)             (15)
                                                       ----------       ----------       ----------

Recoveries:
  Commercial, financial and agricultural loans ...             --               --               --
  Real estate mortgage loans .....................             --               --               --
  Real estate construction loans .................             --               --               --
  Installment loans ..............................             --                3               11
                                                       ----------       ----------       ----------
      Total recoveries ...........................           - 0-                3               11
                                                       ----------       ----------       ----------

Net (charge-offs) recoveries .....................            (11)             (17)              (4)
                                                       ----------       ----------       ----------

Provision charged against income .................             11             - 0-             - 0-
                                                       ----------       ----------       ----------

Ending balance ...................................     $      579       $      579       $      596
                                                       ==========       ==========       ==========

Net charge-offs to average  loans ................           (.04)%           (.06)%           (.01)%
                                                       ==========       ==========       ==========

Year-end allowance to year-end loans .............           1.77 %           2.01 %           2.12 %
                                                       ==========       ==========       ==========
</TABLE>



                                      -18-
<PAGE>   20

TABLE 9
ALLOCATION FOR POSSIBLE LOAN LOSSES
(In thousands)

The allowance for possible loan losses has been allocated according to the
amount deemed to be reasonably necessary to provide for the possibility of
losses being incurred within the following categories of loans at the date
indicated.

<TABLE>
<CAPTION>
                                        DECEMBER 31, 2000               DECEMBER 31, 1999
                                   ---------------------------     ---------------------------
                                                   % OF LOANS                      % OF LOANS
                                                   OUTSTANDING                     OUTSTANDING
                                                    TO TOTAL                        TO TOTAL
                                    ALLOWANCE         LOANS         ALLOWANCE         LOANS
                                   ----------      -----------     ----------      -----------
<S>                                <C>             <C>             <C>             <C>

Commercial, financial and
   agricultural loans ........     $      115           21.27%     $      120           25.41%
Real estate construction .....              4            1.65               5            3.29
Real estate mortgage loans ...            236           61.40             238           54.83
Installment loans ............            224           15.68             216           16.47
                                   ----------      ----------      ----------      ----------
                                   $      579          100.00%     $      579          100.00%
                                   ==========      ==========      ==========      ==========
</TABLE>

<TABLE>
<CAPTION>
                                                      DECEMBER 31, 1998
                                                 ---------------------------
                                                                  % OF LOANS
                                                                 OUTSTANDING
                                                                   TO TOTAL
                                                  ALLOWANCE         LOANS
                                                 ----------      -----------
<S>                                              <C>             <C>
Commercial, financial and
   agricultural loans ......................     $      135           27.32%
Real estate construction ...................              1             .18
Real estate mortgage loans .................            272           54.75
Installment loans ..........................            188           17.75
                                                 ----------      ----------
                                                 $      596          100.00%
                                                 ==========      ==========
</TABLE>



                                      -19-
<PAGE>   21

TABLE 10
DEPOSITS

The following table presents the average balance and an average rate paid on
deposits (in thousands):

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                              -------------------------------------------------------------------------------------
                                         2000                          1999                          1998
                              -------------------------     -------------------------     -------------------------
                                AVERAGE        AVERAGE        AVERAGE       AVERAGE         AVERAGE       AVERAGE
                                BALANCE         RATE          BALANCE         RATE          BALANCE         RATE
                              ----------     ----------     ----------     ----------     ----------     ----------
<S>                           <C>            <C>            <C>            <C>            <C>            <C>

Non-interest bearing
  demand deposits .......     $   25,600            --%     $   23,962            --%      $   19,070           --%
Interest bearing
  demand deposits .......         11,630          2.04          10,838          1.95          11,104          1.95
Savings deposits ........          9,216          2.69           9,714          2.71           9,223          2.71
Time deposits ...........         20,969          5.06          22,030          4.71          19,747          4.95
Short-term borrowings ...             --            --              --            --              29          6.90
                              ----------                    ----------                    ----------

         Total ..........     $   67,415                    $   66,544                    $   59,173
                              ==========                    ==========                    ==========
</TABLE>

TABLE 11
CERTIFICATES OF DEPOSIT OF $100,000 OR MORE, MATURITY DISTRIBUTION

The following table provides the maturities of time certificates of deposit of
the Bank in amounts of $100,000 or more (in thousands):

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                             ----------------------------------------
                                                2000           1999           1998
                                             ----------     ----------     ----------
<S>                                          <C>            <C>            <C>
Maturing in:
   3 months or less ....................     $    2,961     $    3,076     $    2,587
   Over 3 months less than 6 months ....          1,536          1,084            920
   Over 6 months less than 12 months ...            682            458            500
   Over 12 months ......................             --             --             --
                                             ----------     ----------     ----------

         Total .........................     $    5,179     $    4,618     $    4,007
                                             ==========     ==========     ==========
</TABLE>



                                      -20-
<PAGE>   22

TABLE  12
RISK-BASED CAPITAL
(In thousands)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                     ------------------------------
                                                         2000              1999
                                                     ------------      ------------

<S>                                                  <C>               <C>
Risk-weighted assets ...........................     $     38,022      $     35,073
                                                     ============      ============

Capital:
   Tier I ......................................     $     11,025      $     10,022
   Tier II .....................................              475               438
                                                     ------------      ------------
      Total capital ............................     $     11,500      $     10,460
                                                     ============      ============

Ratios:
   Tier I capital to risk-weighted assets ......            29.00%            28.57%
   Tier II capital to risk-weighted assets .....             1.25              1.25
                                                     ------------      ------------
      Total capital to risk-weighted assets ....            30.25%            29.82%
                                                     ============      ============

   Leverage - Tier I capital to total
      average assets ...........................            14.14%            13.11%
                                                     ============      ============
</TABLE>

TABLE  13
RETURN ON EQUITY AND ASSETS

The following table shows consolidated operating and capital ratios for each of
the last three years:

<TABLE>
<CAPTION>
                                                              YEARS ENDED DECEMBER 31,
                                                     ------------------------------------------
                                                        2000            1999            1998
                                                     ----------      ----------      ----------
<S>                                                  <C>             <C>             <C>

    Return on average total assets .............           1.54%           1.42%           1.47%

    Return on average shareholders' equity .....          11.91%          11.38%          11.27%

    Dividend payout ratio ......................          16.62%          15.74%          14.76%

    Average equity to average assets ratio .....          12.96%          12.47%          13.06%
</TABLE>



                                      -21-
<PAGE>   23

TABLE 14
INTEREST RATE SENSITIVITY ANALYSIS
DECEMBER 31, 2000
(In thousands)

<TABLE>
<CAPTION>
                                                                                       RATES
                                                                          -------------------------------
                                                         FORECAST           +200 BP            -200 BP
                                                       ------------       ------------       ------------
<S>                                                    <C>                <C>                <C>
Economic value at risk:
     Total assets ................................     $     82,749
     Bank equity .................................     $     11,044
     Market value of portfolio equity ............     $     12,708       $     11,752       $     12,861
     Market value to book value
        of equity ................................             1.15               1.06               1.16
     Amount of change in market value of
        portfolio equity .........................                        $       (956)      $        153
     Percent change in market value of
        portfolio equity .........................                               (7.52)%             1.21%
     Total securities market value premium
        percentage ...............................             0.17%             (6.00)%             4.31%
     Net loans present value premium
        percentage ...............................             1.60%             (1.37)%             4.61%
     Total deposits present value premium
        percentage ...............................             1.57%              3.66%             (0.98)%

Earnings at risk:
     January 1 to December 31, 2001-
          Interest margin on earning assets ......             5.19%              5.31%              4.89 %
          Amount of change in interest
             margin on earning assets ............                                 .12%              (.30)%
          Net interest income ....................     $      3,690       $      3,777       $      3,472
          Amount of change in net
             interest income .....................                        $         87       $       (218)
          Percent change in net interest
             income ..............................                                2.35%             (5.91)%
          Net income .............................     $      1,189       $      1,250       $      1,040
          Amount change in net income ............                        $         61       $       (148)
          Percent change in net income ...........                                5.15%            (12.45)%
</TABLE>



                                      -22-
<PAGE>   24

             [BROUSSARD, POCHE, LEWIS & BREAUX, L.L.P. LETTERHEAD]


                          INDEPENDENT AUDITORS' REPORT


To the Shareholders and Board of Directors
American Bancorp, Inc.
Opelousas, Louisiana


We have audited the accompanying consolidated balance sheets of American
Bancorp, Inc. and subsidiary as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with 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 consolidated financial position of
American Bancorp, Inc. and subsidiary as of December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with generally
accepted accounting principles.


                                        /s/ BROUSSARD, POCHE, LEWIS & BREAUX


Lafayette, Louisiana
January 31, 2001



                                      -23-
<PAGE>   25

                             AMERICAN BANCORP, INC.

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                    ASSETS                                 2000             1999
                                                       ------------     ------------

<S>                                                    <C>              <C>
Cash and due from banks ..........................     $  6,900,623     $  6,048,962

Federal funds sold ...............................        4,775,000        8,104,742
                                                       ------------     ------------

   Total cash and cash equivalents ...............       11,675,623       14,153,704

Interest-bearing deposits with banks .............          298,000        1,090,000

Securities held to maturity (estimated
   market values $4,928,531 and $2,771,757,
   respectively) .................................        4,896,244        2,799,634

Securities available for sale ....................       31,067,441       31,422,670

Loans, net of allowance for possible
   loan losses of $579,481 and $579,047,
   respectively ..................................       32,080,127       28,253,313

Bank premises and equipment ......................        1,549,934        1,108,299

Accrued interest receivable ......................          665,791          616,515

Other assets .....................................          526,902          787,605
                                                       ------------     ------------

                                                       $ 82,760,062     $ 80,231,740
                                                       ============     ============
</TABLE>

See Notes to Consolidated Financial Statements.



                                      -24-
<PAGE>   26

<TABLE>
<CAPTION>
                  LIABILITIES AND SHAREHOLDERS' EQUITY                      2000              1999
                                                                        ------------      ------------
<S>                                                                     <C>               <C>

LIABILITIES
   Deposits:
      Non-interest bearing demand deposits ........................     $ 25,925,833      $ 23,803,087
      Interest bearing deposits ...................................       45,392,649        46,631,280
                                                                        ------------      ------------

            Total deposits ........................................       71,318,482        70,434,367

   Accrued interest payable .......................................          158,760           132,163
   Other liabilities ..............................................          206,361           159,535
                                                                        ------------      ------------

            Total liabilities .....................................       71,683,603        70,726,065
                                                                        ------------      ------------

SHAREHOLDERS' EQUITY
   Common stock, $5 par value; 10,000,000
      shares authorized; 120,000 shares
      issued; 117,630 and 117,712 outstanding, respectively .......          600,000           600,000
   Surplus ........................................................        2,150,000         2,150,000
   Retained earnings ..............................................        8,442,150         7,438,877
   Accumulated other comprehensive income
      (loss), net of tax of $9,760
      and ($285,291), respectively ................................           18,946          (553,801)
   Treasury stock, 2,370 and 2,288 shares at cost, respectively ...         (134,637)         (129,401)
                                                                        ------------      ------------

            Total shareholders' equity ............................       11,076,459         9,505,675
                                                                        ------------      ------------

                                                                        $ 82,760,062      $ 80,231,740
                                                                        ============      ============
</TABLE>



                                      -25-
<PAGE>   27

                             AMERICAN BANCORP, INC.

                       CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                     2000             1999              1998
                                                 ------------     ------------      ------------
<S>                                              <C>              <C>               <C>
Interest income:
   Interest and fees on loans ..............     $  2,776,182     $  2,433,152      $  2,642,229
   Interest on investment securities-
      Taxable ..............................        1,750,951        1,556,496         1,478,482
      Tax-exempt ...........................          414,496          338,148           226,872
   Federal funds sold ......................          230,179          411,878           240,724
   Deposits with banks .....................           38,270           79,744            68,220
                                                 ------------     ------------      ------------
         Total interest income .............        5,210,078        4,819,418         4,656,527

Interest expense:
   Interest on deposits ....................        1,545,041        1,511,660         1,445,816
                                                 ------------     ------------      ------------

Net interest income ........................        3,665,037        3,307,758         3,210,711
Provision for possible loan losses .........           10,500               --                --
                                                 ------------     ------------      ------------

Net interest income after provision
   for possible loan losses ................        3,654,537        3,307,758         3,210,711
                                                 ------------     ------------      ------------

Non-interest income:
   Service charges on deposit accounts .....          555,331          559,418           508,135
   Other ...................................          140,034          133,128           104,250
                                                 ------------     ------------      ------------
         Total non-interest income .........          695,365          692,546           612,385
                                                 ------------     ------------      ------------

Non-interest expense:
   Salary and employee benefits ............        1,395,243        1,301,324         1,198,730
   Net occupancy expense ...................          306,870          287,674           293,939
   Equipment expense .......................          276,781          224,367           246,471
   Net cost (revenue) from other
      real estate ..........................               --          (40,434)              299
   Other ...................................          741,424          738,895           667,893
                                                 ------------     ------------      ------------
         Total non-interest expense ........        2,720,318        2,511,826         2,407,332
                                                 ------------     ------------      ------------

Income before income taxes .................        1,629,584        1,488,478         1,415,764

Provision for income taxes .................          426,328          402,933           407,896
                                                 ------------     ------------      ------------

         Net income ........................     $  1,203,256     $  1,085,545      $  1,007,868
                                                 ============     ============      ============

Net income per common share ................     $      10.23     $       9.21      $       8.47
                                                 ============     ============      ============
</TABLE>



See Notes to Consolidated Financial Statements.



                                      -26-
<PAGE>   28
                             AMERICAN BANCORP, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
                                                                                                                   ACCUMULATED
                                                                                                                      OTHER
                                                     COMMON          STOCK                          RETAINED      COMPREHENSIVE
                                                     SHARES          AMOUNT         SURPLUS         EARNINGS          INCOME
                                                  ------------    ------------    ------------    ------------    -------------
<S>                                               <C>             <C>             <C>             <C>             <C>
Balance, December 31, 1997 ...................         120,000    $    600,000    $  2,150,000    $  5,664,281     $    100,417
Comprehensive income
   Net income for 1998 .......................              --              --              --       1,007,868               --
   Other comprehensive income:
        Changes in unrealized holding gains
        (losses) on securities available
        for sale, net of tax of $131,975 .....              --              --              --              --          155,770


        Total comprehensive income ...........              --              --              --              --               --


Purchase of treasury stock ...................              --              --              --              --               --
Dividends paid in 1998 .......................              --              --              --        (148,134)              --
                                                  ------------    ------------    ------------    ------------     ------------

Balance, December 31, 1998 ...................         120,000         600,000       2,150,000       6,524,015          256,187
Comprehensive income
   Net income for 1999 .......................              --              --              --       1,085,545               --
   Other comprehensive income:
        Changes in unrealized holding gains
        (losses) on securities available
        for sale, net of tax of $(285,291) ...              --              --              --              --         (809,988)


        Total comprehensive income ...........              --              --              --              --               --


Purchase of treasury stock ...................              --              --              --              --               --
Dividends paid in 1999 .......................              --              --              --        (170,683)              --
                                                  ------------    ------------    ------------    ------------     ------------

Balance, December 31, 1999 ...................         120,000         600,000       2,150,000       7,438,877         (553,801)
Comprehensive income
   Net income for 2000 .......................              --              --              --       1,203,256               --
   Other comprehensive income:
        Changes in unrealized holding gains
        (losses) on securities available
        for sale, net of tax of $295,051 .....              --              --              --              --          572,747


        Total comprehensive income ...........              --              --              --              --               --


Purchase of treasury stock ...................              --              --              --              --               --
Dividends paid in 2000 .......................              --              --              --        (199,983)              --
                                                  ------------    ------------    ------------    ------------     ------------
Balance, December 31, 2000 ...................         120,000    $    600,000    $  2,150,000    $  8,442,150     $     18,946
                                                  ============    ============    ============    ============     ============
<CAPTION>
                                                     TREASURY      COMPREHENSIVE
                                                      STOCK           INCOME             TOTAL
                                                   ------------    -------------     ------------
<S>                                               <C>              <C>              <C>
Balance, December 31, 1997 ...................     $     (2,014)    $         --     $  8,512,684
Comprehensive income
   Net income for 1998 .......................               --        1,007,868        1,007,868
   Other comprehensive income:
        Changes in unrealized holding gains
        (losses) on securities available
        for sale, net of tax of $131,975 .....               --          155,770          155,770
                                                                    ------------

        Total comprehensive income ...........               --     $  1,163,638               --
                                                                    ============

Purchase of treasury stock ...................          (82,681)                          (82,681)
Dividends paid in 1998 .......................               --                          (148,134)
                                                   ------------                      ------------

Balance, December 31, 1998 ...................          (84,695)    $         --        9,445,507
Comprehensive income
   Net income for 1999 .......................               --        1,085,545        1,085,545
   Other comprehensive income:
        Changes in unrealized holding gains
        (losses) on securities available
        for sale, net of tax of $(285,291) ...               --         (809,988)        (809,988)
                                                                    ------------

        Total comprehensive income ...........               --     $    275,557               --
                                                                    ============

Purchase of treasury stock ...................          (44,706)                          (44,706)
Dividends paid in 1999 .......................               --                          (170,683)
                                                   ------------                      ------------

Balance, December 31, 1999 ...................         (129,401)    $         --        9,505,675
Comprehensive income
   Net income for 2000 .......................               --        1,203,256        1,203,256
   Other comprehensive income:
        Changes in unrealized holding gains
        (losses) on securities available
        for sale, net of tax of $295,051 .....               --          572,747          572,747
                                                                    ------------

        Total comprehensive income ...........               --     $  1,776,003               --
                                                                    ============

Purchase of treasury stock ...................           (5,236)                           (5,236)
Dividends paid in 2000 .......................               --                          (199,983)
                                                   ------------                      ------------
Balance, December 31, 2000 ...................     $   (134,637)                     $ 11,076,459
                                                   ============                      ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                      -27-
<PAGE>   29

                             AMERICAN BANCORP, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                                     2000              1999              1998
                                                                 ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>
OPERATING ACTIVITIES
   Net income ..............................................     $  1,203,256      $  1,085,545      $  1,007,868
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Premium amortization, (discount
         accretion) on investment securities ...............          (99,495)          (49,466)            5,846
      Depreciation .........................................          161,126           129,296           165,247
      (Gain) loss on disposal of assets ....................           (9,308)               --                --
      (Increase) decrease in assets:
         Other real estate owned ...........................               --                --             6,899
         Accrued interest receivable .......................          (49,276)           (7,739)           11,201
         Other assets ......................................          (23,118)          126,902           (21,372)
      Increase (decrease) in liabilities:
         Accrued interest payable ..........................           26,597           (12,105)           24,101
         Other liabilities .................................           46,826           (98,011)           45,983
                                                                 ------------      ------------      ------------

            Net cash provided by operating
               activities ..................................        1,256,608         1,174,422         1,245,773
                                                                 ------------      ------------      ------------

INVESTING ACTIVITIES
   (Increase) decrease in interest-bearing
      deposits with banks ..................................          792,000           297,000          (693,000)
   Proceeds from maturities
      of available for sale securities .....................        6,479,450         5,421,738         4,364,835
   Proceeds from maturities
      of held to maturity securities .......................          200,000         5,000,000         8,700,000
   Purchase of available for sale
      securities ...........................................       (5,160,466)      (14,008,754)      (15,951,986)
   Purchase of held to maturity
      securities ...........................................       (2,293,072)       (2,098,859)         (199,844)
   (Increase) decrease in loans ............................       (3,826,814)         (790,718)          372,343
   Purchases of property and equipment .....................         (611,453)         (124,227)          (51,206)
   Other ...................................................            6,770                --            (9,336)
                                                                 ------------      ------------      ------------

            Net cash used in investing
               activities ..................................       (4,413,585)       (6,303,820)       (3,468,194)
                                                                 ------------      ------------      ------------
</TABLE>



                                      -28-
<PAGE>   30

<TABLE>
<CAPTION>
                                                                     2000              1999              1998
                                                                 ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>
FINANCING ACTIVITIES
   Increase (decrease) in liabilities:
      Demand deposits, transaction
         accounts and savings ..............................        1,490,976         5,952,640         6,412,096
      Time deposits ........................................         (606,861)          662,744         1,550,141
   Dividends paid ..........................................         (199,983)         (170,683)         (148,134)
   Purchase of treasury stock ..............................           (5,236)          (44,706)          (82,681)
                                                                 ------------      ------------      ------------

         Net cash provided by
            financing activities ...........................          678,896         6,399,995         7,731,422
                                                                 ------------      ------------      ------------

Increase (decrease) in cash and cash
   equivalents .............................................       (2,478,081)        1,270,597         5,509,001

Cash and cash equivalents at
   beginning of year .......................................       14,153,704        12,883,107         7,374,106
                                                                 ------------      ------------      ------------

Cash and cash equivalents at end
   of year .................................................     $ 11,675,623      $ 14,153,704      $ 12,883,107
                                                                 ============      ============      ============


SUPPLEMENTAL DISCLOSURES

   Cash payments for:

      Interest expense .....................................     $  1,518,444      $  1,523,315      $  1,308,437
                                                                 ============      ============      ============

      Income taxes .........................................     $    444,042      $    363,552      $    410,200
                                                                 ============      ============      ============
</TABLE>


See Notes to Consolidated Financial Statements



                                      -29-
<PAGE>   31

                             AMERICAN BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Accounting Policies

          American Bancorp, Inc. (the Company) and its subsidiary, American Bank
          and Trust Company (the Bank), follow generally accepted accounting
          principles and reporting practices applicable to the banking industry.
          Descriptions of significant accounting policies are summarized below:

          Description of business:

               The Company is a bank holding company headquartered in Opelousas,
               Louisiana, operating principally in the community banking
               business segment by providing banking services to commercial and
               retail customers through its wholly owned subsidiary, the Bank.

               The Bank is community oriented and focuses primarily on offering
               competitive commercial and consumer loan and deposit services to
               individuals and small to middle market businesses.

          Comprehensive income:

               Comprehensive income includes net income and other comprehensive
               income which, in the case of the Company, includes only
               unrealized gain and losses on securities available-for-sale.

          Consolidation:

               The consolidated financial statements include the accounts of the
               respective parent Company and its subsidiary. All significant
               intercompany accounts and transactions have been eliminated.

          Cash and cash equivalents:

               For the purpose of reporting cash flows, cash and cash
               equivalents include cash on hand, amounts due from banks, and
               federal funds sold. Generally, federal funds are purchased or
               sold for one-day periods.

          Use of estimates:

               The preparation of financial statements in conformity with
               generally accepted accounting principles requires management to
               make estimates and assumptions that affect the amounts reported
               in the consolidated financial statements and accompanying notes.
               Actual results could differ from those estimates.



                                      -30-
<PAGE>   32

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Securities:

              Management determines the appropriate classification of debt
              securities (trading, available for sale, or held to maturity) at
              the time of purchase and re-evaluates this classification
              periodically. Securities classified as trading account assets are
              held for sale in anticipation of short-term market movements. Debt
              securities are classified as held to maturity when the Bank has
              the positive intent and ability to hold the securities to
              maturity. Securities not classified as held to maturity or trading
              are classified as available for sale.

              Securities classified as trading account assets are carried at
              market value and are included in short-term investments. Gains and
              losses, both realized and unrealized, are reflected in earnings as
              other operating income. Securities classified as held to maturity
              are stated at amortized costs. Securities classified as available
              for sale are stated at fair value, with unrealized gains and
              losses, net of tax, reported in shareholders' equity and included
              in other comprehensive income.

              The amortized cost of debt securities classified as held to
              maturity or available for sale is adjusted for amortization of
              premiums and accretion of discounts to maturity or, in the case of
              mortgage-backed securities, over the estimated life of the
              security. Amortization, accretion and accruing interest are
              included in interest income on securities using the level-yield
              method. Realized gains and losses, and declines in value judged to
              be other than temporary, are included in net securities gains
              (losses). The cost of securities sold is determined based on the
              specific identification method.

          Loans:

              Loans that management has the intent and ability to hold for the
              foreseeable future or until maturity or pay-off are reported at
              their outstanding principal adjusted for any charge-offs, the
              allowance for loan losses and unearned income. Interest on loans
              and accretion of unearned income are computed by methods which
              approximate a level rate of return on recorded principal.

              The Company considers a loan to be impaired when, based upon
              current information and events, it believes it is probable that
              the Company will be unable to collect all amounts due according to
              the contractual terms of the loan agreement. The Company's
              impaired loans include troubled debt restructurings, performing
              and nonperforming loans, in which full payment of principal or
              interest is not expected. The Company calculates a reserve
              required for impaired loans based on the expected future cash
              flows discounted at the loan's effective interest rate, or at the
              loan's observable market price or the fair value of its
              collateral.

              Generally, loans other than consumer loans, which become 90 days
              delinquent are either in the process of collection through
              repossession or foreclosure or alternatively, are deemed currently
              uncollectible. Loans deemed currently uncollectible are charged
              off against the allowance account. As a matter of policy, loans
              are placed on a nonaccrual basis where doubt exits as to
              collectibility.



                                      -31-
<PAGE>   33

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Allowance for possible loan losses:

              The allowance for possible loan losses is maintained to provide
              for possible losses inherent in the loan portfolio. The allowance
              related to loans that are identified as impaired is based on
              discounted cash flows, using the loan's initial effective interest
              rate, or the fair value of the collateral for certain collateral
              dependent loans.

              The allowance is based on management's estimate of future losses;
              actual losses may vary from the current estimate. The estimate is
              reviewed periodically, taking into consideration the risk
              characteristics of the loan portfolio, past loss experience,
              general economic conditions and other factors which warrant
              current recognition. As adjustments to the estimate of future
              losses become necessary, they are reflected as a provision for
              possible loan losses in current-period earnings. Actual loan
              losses are deducted from, and subsequent recoveries are added to,
              the allowance.

          Bank premises and equipment:

              Bank premises and equipment are stated at cost less accumulated
              depreciation. Depreciation is computed primarily by the
              straight-line method. Useful lives utilized for purposes of
              computing depreciation are as follows: buildings, 10 to 30 years;
              furniture and equipment, 3 to 10 years. Maintenance, repairs and
              minor improvements are charged to operating expenses. Gains or
              losses on dispositions are reflected currently in the Statement of
              Income.

          Foreclosed assets:

              Foreclosed assets include real estate and other collateral
              acquired upon the default of loans and loans classified as
              in-substance foreclosures. A loan is classified as in-substance
              foreclosure when the Bank has taken possession of the collateral
              regardless of whether formal foreclosure proceedings have taken
              place. Foreclosed assets and excess bank-owned property are
              recorded at the fair value of the assets less estimated selling
              costs. Losses arising from the initial reduction of an outstanding
              loan amount to fair value are deducted from the allowance for loan
              losses. Losses arising from the transfer of bank premises and
              equipment to excess bank-owned property are charged to expense. A
              valuation reserve for foreclosed assets and excess bank-owned
              property is maintained for subsequent valuation adjustments on a
              specific-property basis. Income and expenses associated with
              foreclosed assets and excess bank-owned property prior to sale are
              included in current earnings.

          Income taxes:

              The Company files a consolidated federal income tax return with
              the subsidiary Bank. The Company accounts for income taxes using
              the asset and liability method. Under this method, deferred tax
              assets and liabilities are based on the temporary differences
              between the financial reporting basis and tax basis of the
              Company's assets and liabilities at enacted tax rates expected to
              be in effect when such amounts are realized or settled.




                                      -32-
<PAGE>   34

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Recent pronouncements:

              The FASB issued No. 137, "Accounting for Derivative Instruments
              and Hedging Activities-Deferral of the Effective Date of
              FASB Statement No. 133," in June 1999. This statement is effective
              for all fiscal quarters of all fiscal years beginning after June
              15, 2000. Adoption of the standard is not expected to have a
              material effect on the Company's financial statements, financial
              position or results of operations. The Company will adopt this
              accounting standard on January 1, 2001.

              In September 2000, the FASB issued No. 140, "Accounting for
              Transfers and Servicing of Financial Assets and Extinguishments of
              Liabilities," a replacement of FASB Statement No. 125, which is
              effective for fiscal years ending after December 15, 2000.

              Adoption of the above standards will not have a material effect on
              the Company's financial statements, financial position or results
              of operations.

          Reclassifications:

              Certain amounts in the 1999 and 1998 financial statements have
              been reclassified to conform with the financial statement
              presentation for 2000 for comparability. These reclassifications
              had no effect on net income as previously reported for the 1999
              and 1998 fiscal years.

Note 2.   Restrictions on Cash and Due From Bank Accounts

              The Bank is required to maintain average reserve balances by the
              Federal Reserve Bank. The average amount of these reserve balances
              was $844,000 and $731,000 for the years ended December 31, 2000
              and 1999, respectively.



                                      -33-
<PAGE>   35

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3.   Investment Securities

              The carrying amounts of investment securities as shown in the
              consolidated balance sheets of the Bank and their approximate
              market values at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                             DECEMBER 31, 2000
                                                      ---------------------------------------------------------------
                                                       AMORTIZED        UNREALIZED       UNREALIZED         FAIR
                                                          COST             GAINS           LOSSES           VALUE
                                                      ------------     ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>              <C>
     Securities held to maturity:
        U.S. Treasury Securities ................     $  4,396,094     $     33,308     $      1,286     $  4,428,116
        U.S. Government and Agencies ............          500,150              265               --          500,415
                                                      ------------     ------------     ------------     ------------

                                                      $  4,896,244     $     33,573     $      1,286     $  4,928,531
                                                      ============     ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                                             DECEMBER 31, 2000
                                                      ---------------------------------------------------------------
                                                       AMORTIZED        UNREALIZED       UNREALIZED         FAIR
                                                          COST             GAINS           LOSSES           VALUE
                                                      ------------     ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>              <C>
     Securities available for sale:
        Mortgage-Backed Securities ..............     $  7,283,844     $     48,672     $     79,400     $  7,253,116
        U.S. Government and Agencies ............       14,407,398           64,331           58,756       14,412,973
        State and Political Subdivisions ........        9,198,091           84,537           30,676        9,251,952
        Equity Securities .......................          149,400               --               --          149,400
                                                      ------------     ------------     ------------     ------------

                                                      $ 31,038,733     $    197,540     $    168,832     $ 31,067,441
                                                      ============     ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                                             DECEMBER 31, 1999
                                                      ---------------------------------------------------------------
                                                       AMORTIZED        UNREALIZED       UNREALIZED         FAIR
                                                          COST             GAINS           LOSSES           VALUE
                                                      ------------     ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>              <C>
     Securities held to maturity:
        U.S. Treasury Securities ................     $  2,299,634     $         --     $     24,132     $  2,275,502
        U.S. Government and Agencies ............          500,000               --            3,745          496,255
                                                      ------------     ------------     ------------     ------------

                                                      $  2,799,634            $ -0-     $     27,877     $  2,771,757
                                                      ============     ============     ============     ============
</TABLE>



                                      -34-
<PAGE>   36

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                             DECEMBER 31, 1999
                                                      ---------------------------------------------------------------
                                                       AMORTIZED        UNREALIZED       UNREALIZED         FAIR
                                                          COST             GAINS           LOSSES           VALUE
                                                      ------------     ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>              <C>
     Securities available for sale:
        Mortgage-Backed Securities ..............     $  7,146,769     $     19,315     $    235,394     $  6,930,690
        U.S. Treasury Securities ................        3,503,378            1,832            3,955        3,501,255
        U.S. Government and Agencies ............       12,912,224               --          376,686       12,535,538
        State and Political Subdivisions ........        8,549,991            5,551          249,755        8,305,787
        Equity Securities .......................          149,400               --               --          149,400
                                                      ------------     ------------     ------------     ------------

                                                      $ 32,261,762     $     26,698     $    865,790     $ 31,422,670
                                                      ============     ============     ============     ============
</TABLE>

Securities with book values of $14,124,852 and $12,222,416 at December 31, 2000
and 1999, respectively, were pledged to secure public deposits and other
transactions as required by law.

There were no gross-realized gains or gross-realized losses on sales of
securities for the fiscal years ended December 31, 2000, 1999 or 1998.

     The maturities of investment securities at December 31, 2000 were as
follows:

<TABLE>
<CAPTION>
                                                          SECURITIES TO BE HELD
                                                               TO MATURITY
                                                      -----------------------------
                                                        AMORTIZED          FAIR
     YEARS TO MATURITY                                    COST            VALUE
                                                      ------------     ------------

<S>                                                   <C>              <C>
     Less than one ..............................     $  3,101,248     $  3,103,036
     Greater than one but less than five ........        1,794,996        1,825,495
     Greater than five but less than ten ........               --               --
     Greater than ten ...........................               --               --
                                                      ------------     ------------

                                                      $  4,896,244     $  4,928,531
                                                      ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                          SECURITIES AVAILABLE
                                                                FOR SALE
                                                      -----------------------------
                                                        AMORTIZED          FAIR
     YEARS TO MATURITY                                    COST            VALUE
                                                      ------------     ------------

<S>                                                   <C>              <C>
     Less than one ..............................     $  1,717,023     $  1,718,405
     Greater than one but less than five ........       17,406,470       17,406,541
     Greater than five but less than ten ........        8,658,108        8,658,391
     Greater than ten ...........................        3,257,132        3,284,104
                                                      ------------     ------------

                                                      $ 31,038,733     $ 31,067,441
                                                      ============     ============
</TABLE>



                                      -35-
<PAGE>   37

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Loans

     Major classifications of subsidiary Bank's loan portfolio at December 31,
are as follows:

<TABLE>
<CAPTION>
                                                          2000              1999
                                                      ------------      ------------
<S>                                                   <C>               <C>
     Commercial, financial and
        agricultural ............................     $  6,946,020      $  7,325,960
     Real estate construction ...................          538,744           948,827
     Real estate mortgage .......................       20,052,654        15,808,978
     Installment ................................        5,122,190         4,748,595
                                                      ------------      ------------
                                                        32,659,608        28,832,360

     Unearned income ............................               --                --
                                                      ------------      ------------
        Net loans ...............................       32,659,608        28,832,360

     Allowance for possible loan
        losses ..................................         (579,481)         (579,047)
                                                      ------------      ------------

                                                      $ 32,080,127      $ 28,253,313
                                                      ============      ============
</TABLE>

     The following is a summary of loans classified by type at December 31, 2000
and 1999:

<TABLE>
<CAPTION>
                                                                    2000                    1999
                                                              ---------------         ---------------
<S>                                                           <C>                     <C>
             Commercial, financial and
                agricultural..............................    $     6,946,020         $     7,325,960
             Real estate construction.....................            538,744                 948,827
             Real estate mortgage ........................          7,112,467               7,991,175

                Total commercial..........................         14,597,231              16,265,962
                                                               --------------         ---------------

             Residential mortgage.........................         12,940,187               7,817,803
             Installment..................................          5,122,190               4,748,595
                                                               --------------         ---------------

                Total consumer............................         18,062,377              12,566,398
                                                               --------------         ---------------

                Total loans...............................    $    32,659,608         $    28,832,360
                                                              ===============         ===============
</TABLE>



                                      -36-
<PAGE>   38

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes the non-performing elements of the loan portfolio and
total foreclosed assets at December 31:

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

     Nonperforming loans:
        Loans on nonaccrual .....................     $       --     $   69,889     $  144,797
        Restructured loans which
           are not on nonaccrual ................         33,923         39,140         60,751
                                                      ----------     ----------     ----------

                  Total nonperforming loans .....         33,923        109,029        205,548

     Other real estate and repossessed assets
        received in complete or partial
        satisfaction of loan obligations ........             --             --              1
                                                      ----------     ----------     ----------

                  Total nonperforming assets ....     $   33,923     $  109,029     $  205,549
                                                      ==========     ==========     ==========

      Loans contractually past due 90 days
        or more as to principal or interest,
        but which are not on nonaccrual .........     $   11,061     $    8,119     $   14,718
                                                      ==========     ==========     ==========
</TABLE>

At December 31, 2000, the recorded investment in loans that were considered to
be impaired under SFAS No. 114 was $-0-. The related allowance for loan losses
was $-0- for impaired loans. The average recorded investment in impaired loans
during the year ended December 31, 2000 was approximately $3,000. Interest
payments received on impaired loans are applied to principal if there is doubt
as to the collectibility of the principal; otherwise, these receipts are
recorded as interest income. For the year ended December 31, 2000, the Company
did not recognize interest income on impaired loans.

Interest income in the amount of $3,857 for 2000, $9,501 for 1999 and $32,424
for 1998 would have been recorded on nonperforming loans if they had been
classified as performing. The Company recorded $2,490, $2,733 and $4,796 of
interest income on nonperforming loans during 2000, 1999 and 1998, respectively.

The following is a summary of the allowance for loan losses for the three years
ended December 31, 2000:

<TABLE>
<CAPTION>
                                                         2000            1999            1998
                                                      ----------      ----------      ----------

<S>                                                   <C>             <C>             <C>
     Balance, beginning of year .................     $  579,047      $  595,762      $  599,593
     Provisions charged to operating expense ....         10,500              --              --
     Recoveries on loans ........................            303           2,938          11,370
     Loans charged off ..........................        (10,369)        (19,653)        (15,201)
                                                      ----------      ----------      ----------

     Balance, end of year .......................     $  579,481      $  579,047      $  595,762
                                                      ==========      ==========      ==========
</TABLE>




                                      -37-
<PAGE>   39

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5.   Related Party Transactions

          In the ordinary course of business, loans have been made to directors
          and executive officers and their associates. Such loans to these
          related parties were made on substantially the same terms, including
          interest rates and collateral, as those prevailing at the time for
          comparable transactions with other persons. Loans to these related
          parties were approximately $2,273,824 and $2,291,812 at December 31,
          2000 and 1999, respectively. The following provides an analysis of the
          activity with respect to loans to related parties:

<TABLE>
<S>                                                           <C>
               Balance at January 1, 2000 .................     $  2,291,812
               New loans made .............................        1,909,805
               Repayment on loans .........................       (1,927,793)
                                                                ------------

               Balance at December 31, 2000 ...............     $  2,273,824
                                                                ============
</TABLE>

NOTE 6.   BANK PREMISES AND EQUIPMENT

          Bank premises and equipment, at cost, consisted of the following as of
          December 31:

<TABLE>
<CAPTION>
                                                                    2000             1999             1998
                                                                ------------     ------------     ------------

<S>                                                             <C>              <C>              <C>
               Land .......................................     $    459,386     $    384,387     $    384,387
               Premises and leasehold
                     improvements .........................        1,863,020        1,811,929        1,789,144
               Furniture and equipment ....................        1,341,381        1,242,411        1,216,548
               Construction in progress ...................          154,808           52,704               --
                                                                ------------     ------------     ------------
                                                                   3,818,595        3,491,431        3,390,079
               Less accumulated depreciation
                   and amortization .......................        2,268,661        2,383,132        2,276,711
                                                                ------------     ------------     ------------

                       Total ..............................     $  1,549,934     $  1,108,299     $  1,113,368
                                                                ============     ============     ============
</TABLE>

          Depreciation and amortization expense included in non-interest expense
          was $161,122 in 2000, $129,296 in 1999, and $165,247 in 1998.



                                      -38-
<PAGE>   40

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7.   Deposits

          Deposit account balances at December 31, 2000 and 1999, are summarized
          as follows:

<TABLE>
<CAPTION>
                                                                    2000             1999
                                                                ------------     ------------

<S>                                                             <C>              <C>
               Non-interest bearing .......................     $ 25,925,833     $ 23,803,087
               Interest bearing demand ....................       15,374,416       15,964,721
               Savings deposits ...........................        9,357,554        9,399,019
               Time deposits ..............................       20,660,679       21,267,540
                                                                ------------     ------------

                                                                $ 71,318,482     $ 70,434,367
                                                                ============     ============
</TABLE>

          Time deposits maturing in years ending December 31, as of December 31,
          2000:

<TABLE>
<S>                                                           <C>
               2001 ......................................     $ 19,363,604
               2002 ......................................          412,541
               2003 ......................................          771,629
               2004 ......................................          112,905
                                                               ------------

                                                               $ 20,660,679
                                                               ============
</TABLE>

          The Bank held related party deposits of approximately $2,345,000 and
          $1,572,000 at December 31, 2000 and 1999.

Note 8.   Employee Benefit Plan

          The Bank maintains a 401(k) Savings Plan available to employees with
          over one year of service. The Bank matches 50% of the salary deferral,
          up to a maximum of 3% of compensation for 2000 and 1999, which becomes
          vested after five years of service. Total contributions to the plan by
          the Bank were $19,050 for 2000 and $19,735 for 1999. The Bank has a
          non-qualified deferred compensation plan for certain executives of the
          Company. The total deferred compensation expense for 2000 and 1999 was
          $52,717 and $12,384, respectively.



                                      -39-
<PAGE>   41

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9.   Lease Commitments

          The Company leases land, buildings, and equipment under cancelable and
          noncancelable leases. The leased properties are used primarily for
          banking purposes.

          Future minimum payments, by year and in the aggregate, for
          noncancelable operating leases with initial or remaining terms of one
          year or more consisted of the following at December 31, 2000:

<TABLE>
<CAPTION>
           YEAR ENDING                                            AMOUNT
                                                                ----------

<S>                                                          <C>
               2001 ......................................     $   52,089
               2002 ......................................         45,871
               2003 ......................................         40,771
               2004 ......................................         35,671
               2005 ......................................         35,671
                                                               ----------

               Total future minimum lease payments .......     $  210,073
                                                               ==========
</TABLE>

          All leases contain options to extend the lease term upon expiration
          and will probably be exercised.

          The total rental expense on operating leases for the years ended
          December 31, 2000, 1999, and 1998, amount to $70,443, $68,360 and
          $63,409, respectively.

          One of the Bank's branch offices is leased from a corporation which is
          owned by a shareholder and director of the Bank. Lease expense related
          to this property totaled $20,671 for the 2000, 1999 and 1998 fiscal
          years.

Note 10.  Other Operating Expenses

          The composition of other operating expenses for each of the three
          years for the period ended December 31 are as follows:

<TABLE>
<CAPTION>
                                                                   2000           1999           1998
                                                                ----------     ----------     ----------

<S>                                                             <C>            <C>            <C>
               FDIC and Louisiana assessments .............     $   31,602     $   26,948     $   24,707
               Advertising ................................         80,123         56,479         63,622
               Office supplies ............................         80,582         82,594         70,465
               Postage ....................................         56,450         57,560         56,269
               Insurance ..................................         11,730         15,503         12,727
               ATM expenses ...............................         34,691         35,940         27,029
               Director fees ..............................        101,200         92,650         87,700
               Other ......................................        345,046        371,221        325,374
                                                                ----------     ----------     ----------

                                                                $  741,424     $  738,895     $  667,893
                                                                ==========     ==========     ==========
</TABLE>



                                      -40-
<PAGE>   42

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11.  Income Taxes

          Income tax expense includes amounts currently payable and amounts
          deferred to or from other years as a result of differences in the
          timing of recognition of income and expense for financial reporting
          and federal tax purposes. The components of income tax expense are as
          follows:

<TABLE>
<CAPTION>
                                                          2000            1999            1998
                                                       ----------      ----------      ----------
<S>                                                    <C>             <C>             <C>
          Current federal income tax
             expense .............................     $  438,945      $  376,331      $  418,969
          Deferred federal income tax
             expense (benefit) ...................        (12,617)         26,602         (11,073)
                                                       ----------      ----------      ----------
                                                       $  426,328      $  402,933      $  407,896
                                                       ==========      ==========      ==========

          Included in shareholders' equity:
             Deferred tax expense
             (benefit) related to the
             change in net unrealized
             gain (loss) on securities
             available for sale ..................     $  295,051      $ (417,266)     $   80,246
                                                       ==========      ==========      ==========
</TABLE>



                                      -41-
<PAGE>   43

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              The reconciliation of the federal statutory income tax rate to
the Company's effective rate is summarized as follows for the years ended
December 31:

<TABLE>
<CAPTION>
                                                2000                             1999                              1998
                                     --------------------------       ---------------------------       ---------------------------
                                       AMOUNT           RATE            AMOUNT            RATE            AMOUNT            RATE
                                     ----------      ----------       ----------       ----------       ----------       ----------
<S>                                  <C>             <C>              <C>              <C>              <C>              <C>
          Tax based on
             federal
             statutory rate ....     $  554,059            34.0%      $  506,083             34.0%      $  481,360             34.0%
          Effect of tax-
             exempt income .....       (140,929)           (8.6)        (116,718)            (7.8)         (82,593)            (5.8)
          Other ................         13,198              .8           13,568               .9            9,129               .6
                                     ----------      ----------       ----------       ----------       ----------       ----------

                                     $  426,328            26.2%      $  402,933             27.1%      $  407,896             28.8%
                                     ==========      ==========       ==========       ==========       ==========       ==========
</TABLE>

          Deferred income taxes are based on differences between the bases of
          assets and liabilities for financial statement purposes and tax
          reporting purposes. The tax effects of the cumulative temporary
          differences which create deferred tax assets and liabilities are as
          follows:

<TABLE>
<CAPTION>
                                                              2000           1999
                                                           ----------     ----------
<S>                                                        <C>            <C>
          Deferred tax assets:
             Allowance for loan losses ...............     $   17,592     $   14,022
             Deferred executive compensation .........         34,254         16,331
             Net unrealized loss on available
                for sale securities ..................             --        285,291
             Other ...................................          5,569          5,141
                                                           ----------     ----------

              Total deferred tax assets ..............         57,415        320,785
                                                           ----------     ----------

          Deferred tax liabilities:
             Net unrealized appreciation
                on available for sale securities .....          9,760             --
             Accumulated depreciation ................         37,624         28,322
                                                           ----------     ----------
                Total deferred tax liabilities .......         47,384         28,322
                                                           ----------     ----------

          Net deferred tax asset .....................     $   10,031     $  292,463
                                                           ==========     ==========
</TABLE>

          Management estimates realizability of a deferred tax asset based on
          the Company's ability to generate taxable income in the future. A
          deferred tax valuation reserve is established, if needed, to limit the
          net deferred tax asset to its realizable value.

Note 12.  Earnings Per Share

          The earnings per share computations are based on weighted average
          number of shares outstanding during each year of 117,673, 117,884 and
          118,965 for the years ended December 31, 2000, 1999 and 1998,
          respectively.



                                      -42-
<PAGE>   44

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.  Financial Instruments

          Generally accepted accounting principles require disclosure of fair
          value information about financial instruments for which it is
          practicable to estimate fair value, whether or not the financial
          instruments are recognized in the financial statements. When quoted
          market prices are not available, fair values are based on estimates
          using present value or other valuation techniques. Those techniques
          are significantly affected by the assumptions used, including the
          discount rate and estimates of future cash flows. The derived fair
          value estimates cannot be substantiated through comparison to
          independent markets and, in many cases, could not be realized in
          immediate settlement of the instrument. Certain financial instruments
          and all non-financial instruments are excluded from these disclosure
          requirements. Further, the disclosures do not include estimated fair
          values for items which are not financial instruments but which
          represent significant value to the Bank, among them, core deposit
          intangibles, loan servicing rights and other fee-generating
          businesses. Accordingly, the aggregate fair value amounts presented do
          not represent the underlying value of the Company.

          The carrying amount of cash and short-term investments and demand
          deposits approximates the estimated fair value of these financial
          instruments. The estimated fair value of securities is based on quoted
          market prices, dealer quotes and prices obtained from independent
          pricing services. The estimated fair value of loans and interest
          bearing deposits is based on present values using applicable
          risk-adjusted spreads to the appropriate yield curve to approximate
          current interest rates applicable to each category of these financial
          instruments.

          Interest rates were not adjusted for changes in credit risk of
          performing commercial loans for which there are no known credit
          concerns. Management segregates loans into appropriate risk categories
          and believes the risk factor embedded in the interest rates results in
          a fair valuation of these loans on an entry-value basis.

          Variances between the carrying amount and the estimated fair value of
          loans reflect both credit risk and interest rate risk. The Bank is
          protected against changes in credit risk by the allowance for possible
          loan losses of $579,481 at December 31, 2000.

          The fair value estimates presented are based on information available
          to management as of December 31, 2000. Although management is not
          aware of any factors that would significantly affect the estimated
          fair value amounts, these amounts have not been revalued for purposes
          of these financial statements since that date. Therefore, current
          estimates of fair value may differ significantly from the amounts
          presented. None of the assets or liabilities included in the table
          below are held for trading purposes.

          The Bank issues financial instruments in the normal course of business
          to meet the financing needs of its customers and to reduce exposure to
          fluctuations in interest rates. These financial instruments include
          commitments to extend credit and letters of credit and involve, to
          varying degrees, elements of credit and interest rate risk in excess
          of the amount recognized on the balance sheet.



                                      -43-
<PAGE>   45

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                             CARRYING          FAIR
                                                              AMOUNT           VALUE
                                                           ------------     ------------
<S>                                                        <C>              <C>
          ASSETS
            Cash equivalents .........................     $ 11,675,623     $ 11,675,623
            Interest-bearing deposits with banks .....     $    298,000     $    298,000
            Securities held to maturity ..............     $  4,896,244     $  4,928,531
            Securities available for sale ............     $ 31,067,441     $ 31,067,441
            Commercial loans .........................     $  6,946,020     $  6,878,000
            Consumer loans ...........................     $  5,122,190     $  4,983,000
            Real estate loans ........................     $ 20,591,398     $ 20,733,000

          LIABILITIES
            Demand deposits ..........................     $ 25,925,833     $ 25,925,833
            NOW accounts .............................     $ 12,772,402     $ 12,772,402
            Money market accounts ....................     $  2,602,014     $  2,602,014
            Savings ..................................     $  9,357,554     $  9,357,554
            Time Deposits ............................     $ 20,660,679     $ 20,702,000
</TABLE>

          Commitments to extend credit are legally binding, conditional
          agreements generally having fixed expiration or termination dates and
          specified interest rates and purposes. These commitments generally
          require customers to maintain certain credit standards. Collateral
          requirements and loan-to-value ratios are the same as those for funded
          transactions and are established based on management's credit
          assessment of the customer. Commitments may expire without being drawn
          upon. Therefore, the total commitment amount does not necessarily
          represent future funding requirements. The Bank's experience has been
          that most loan commitments are drawn upon by customers. Outstanding
          loan commitments at December 31, 2000 were $4,631,059 and $4,303,248
          at December 31, 1999.

          The Bank issues letters of credit and financial guarantees (standby
          letters of credit) whereby it agrees to honor certain financial
          commitments in the event its customers are unable to perform. The
          majority of the standby letters of credit consist of performance
          guarantees. Management conducts regular reviews of all outstanding
          standby letters of credit, and the results of these reviews are
          considered in assessing the adequacy of the Bank's reserve for
          possible loan losses. The letters of credit balance was $395,664 and
          $307,116 at December 31, 2000 and 1999, respectively. The Bank has not
          incurred any losses in its commitments in 2000 or 1999. Management
          does not anticipate any material losses related to these instruments.



                                      -44-
<PAGE>   46

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          The estimated fair values of off-balance-sheet financial instruments
          are not material. A summary of the notional amounts of the Bank's
          financial instruments with off-balance-sheet risk at December 31, 2000
          and 1999 are as follows:

<TABLE>
<CAPTION>
                                                               2000             1999
                                                           ------------     ------------

<S>                                                        <C>              <C>
          Commitments to extend credit ...............     $  4,631,059     $  4,303,248
          Credit card arrangements ...................     $  2,193,207     $  1,865,133
          Standby letters of credit ..................     $    395,664     $    307,116
</TABLE>

Note 14.  Regulatory Matters

          The Bank is subject to the dividend restrictions set forth by the
          Louisiana Commissioner of Financial Institutions. Under such
          restrictions, the Bank may not, without the prior approval of the
          Commissioner of Financial Institutions, declare dividends in excess of
          the sum of the current year and prior year earnings less dividends
          paid during these periods. The dividends as of December 31, 2000, that
          the Bank could declare without the approval of the Commissioner of
          Financial Institutions, amounted to $1,872,158. The Bank is also
          required to maintain minimum amounts of capital to total "risk
          weighted" assets, as defined by the banking regulators. At December
          31, 2000, the Bank is required to have minimum Tier 1 risk-based, Tier
          1 leverage capital, and Total capital ratios of 4%, 4% and 8%,
          respectively. The Bank's actual ratios at that date were 29.0%, 14.14%
          and 30.25%, respectively. At December 31, 1999, the Bank's actual
          ratios were 28.57%, 13.11%, and 29.82%, respectively.

          Under Section 18J of the Federal Deposit Insurance Act, which is
          subject to Section 23A of the Federal Reserve Act, the Bank cannot
          make loans, extensions of credit, repurchase agreements, investments,
          and advances, which exceed 10 percent of its capital stock and
          surplus, to an affiliate. Such loans must be collateralized by assets
          with market values of 100% to 130% of loan amounts, depending upon the
          nature of the collateral.

          As of December 31, 2000 and 1999, the most recent notifications from
          the Federal Deposit Insurance Corporation categorized the Bank as well
          capitalized under the regulatory framework for prompt action. To be
          categorized as well capitalized, the Bank must maintain minimum Total
          risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as indicated
          above. There are no conditions or events since those notifications
          that management believes have changed the Bank's category.



                                      -45-
<PAGE>   47

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15.  American Bancorp, Inc. (Parent Company Only)

          The following financial statements of American Bancorp, Inc. (Parent
          Company Only) include the Bank under the equity method of accounting.

          BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                                      ------------------------------
                                                                          2000              1999
                                                                      ------------      ------------
<S>                                                                   <C>               <C>
          ASSETS
             Cash on deposit with subsidiary ....................     $     26,850      $     32,370
             Investment in subsidiary ...........................       11,044,124         9,467,820
             Due from American Bank .............................           28,013            33,110
                                                                      ------------      ------------

                 Total assets ...................................     $ 11,098,987      $  9,533,300
                                                                      ============      ============

          LIABILITIES
             Accrued income taxes payable .......................     $     22,528      $     27,625
                                                                      ------------      ------------

                 Total liabilities ..............................           22,528            27,625
                                                                      ------------      ------------

          SHAREHOLDERS' EQUITY
             Common stock: $5 par value, 10,000,000
                 shares authorized; 120,000 shares
                 issued, 117,630 and
                 117,712 shares outstanding, respectively .......          600,000           600,000
             Surplus ............................................        2,150,000         2,150,000
             Retained earnings ..................................        8,442,150         7,438,877
             Net unrealized gain (loss) on securities
                 available for sale, net of tax of $9,760
                 and $(285,291), respectively ...................           18,946          (553,801)
             Treasury stock, 2,370 and 2,288 shares
                 at cost, respectively ..........................         (134,637)         (129,401)
                                                                      ------------      ------------
                 Total shareholders' equity .....................       11,076,459         9,505,675
                                                                      ------------      ------------

                 Total liabilities and shareholders' equity .....     $ 11,098,987      $  9,533,300
                                                                      ============      ============
</TABLE>



                                      -46-
<PAGE>   48

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

American Bancorp, Inc. (Parent Company Only)

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                                 ----------------------------------------------
                                                     2000             1999             1998
                                                 ------------     ------------     ------------
<S>                                              <C>              <C>              <C>
Income:
   Dividends from bank subsidiary ..........     $    213,500     $    230,000     $    216,134
                                                 ------------     ------------     ------------

Expenses:
   Directors fees ..........................           12,000           12,000            8,400
   Other expenses ..........................            1,801            1,057              967
                                                 ------------     ------------     ------------
                                                       13,801           13,057            9,367
                                                 ------------     ------------     ------------

Earnings before income taxes
   and equity in undistributed
   earnings of subsidiary ..................          199,699          216,943          206,767

Provision for income taxes .................               --               --               --
                                                 ------------     ------------     ------------

Earnings before equity in
   undistributed earnings of
   subsidiary ..............................          199,699          216,943          206,767

Equity in undistributed
   earnings of subsidiary ..................        1,003,557          868,602          801,101
                                                 ------------     ------------     ------------

      Net income ...........................     $  1,203,256     $  1,085,545     $  1,007,868
                                                 ============     ============     ============
</TABLE>



                                      -47-
<PAGE>   49

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

American Bancorp, Inc. (Parent Company Only)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                       ------------------------------------------------
                                                           2000              1999              1998
                                                       ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>
OPERATING ACTIVITIES
   Net income ....................................     $  1,203,256      $  1,085,545      $  1,007,868
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
         Equity in undistributed
               earnings of subsidiary ............       (1,003,557)         (868,602)         (801,101)
         (Increase) decrease in other assets .....            5,097           (12,779)           (8,769)
         Increase (decrease) in income taxes
               payable ...........................           (5,097)           12,779             8,769
                                                       ------------      ------------      ------------

            Net cash provided by
               operating activities ..............          199,699           216,943           206,767
                                                       ------------      ------------      ------------

FINANCING ACTIVITIES
   Dividends paid to shareholders ................         (199,983)         (170,683)         (148,134)
                                                       ------------      ------------      ------------

            Net cash used by
               financing activities ..............         (199,983)         (170,683)         (148,134)
                                                       ------------      ------------      ------------

INVESTING ACTIVITIES
   Purchase of treasury stock ....................           (5,236)          (44,706)          (82,681)
                                                       ------------      ------------      ------------

            Net cash used by
              investing activities ...............           (5,236)          (44,706)          (82,681)
                                                       ------------      ------------      ------------

            Increase (decrease) in cash
              and cash equivalents ...............           (5,520)            1,554           (24,048)

Cash and cash equivalents at
   beginning of year .............................           32,370            30,816            54,864
                                                       ------------      ------------      ------------

Cash and cash equivalents at
   end of year ...................................     $     26,850      $     32,370      $     30,816
                                                       ============      ============      ============
</TABLE>



                                      -48-
<PAGE>   50

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16.  Concentrations of Credit Risk

          Substantially, all of the Bank's loans, commitments and standby
          letters of credit have been granted to customers in the Bank's market
          area of South Louisiana. Investments in state and municipal securities
          also involve governmental entities within the Bank's market area. The
          concentrations of credit by type of loan are set forth in Note 4. The
          distribution of commitments to extend credit approximates the
          distribution of loans outstanding. Standby letters of credit were
          granted primarily to commercial borrowers. The Bank, as a matter of
          policy, does not extend credit to any single borrower or group of
          related borrowers in excess of $1,375,000.

          At December 31, 2000, the Bank has loans outstanding to multiple
          numbers of borrowers engaged in the medical industry and the legal
          profession. The loans to the medical industry were approximately
          $7,126,000, while the loans to the legal profession were approximately
          $3,177,000. There were no significant nonperforming loans outstanding
          in these two concentrations.

Note 17.  Contingencies

          In the ordinary course of business, the Bank has various outstanding
          commitments and contingent liabilities that are not reflected in the
          accompanying consolidated financial statements. In addition, the Bank
          is a defendant in certain claims and legal actions arising in the
          ordinary course of business. In the opinion of management, after
          consultation with legal counsel, the ultimate disposition of these
          matters is not expected to have a material adverse effect on the
          consolidated financial condition of the Bank.



                                      -49-
<PAGE>   51

                           OFFICERS AND DIRECTORS OF
                         AMERICAN BANK & TRUST COMPANY

                      CHAIRMAN OF THE BOARD AND PRESIDENT
                             Salvador L. Diesi, Sr.

              CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE-PRESIDENT
                               Ronald J. Lashute

                             SENIOR VICE-PRESIDENT
                            Walter J. Champagne, Jr.

                                VICE-PRESIDENTS

Charlene Louviere                                      Joan T. Muller, Chief
Angel Powell                                            Financial Officer,
Mark J. LeBlanc                                         Cashier

                           ASSISTANT VICE-PRESIDENTS

David Gremillion                                       Christopher Choate
J. Karla Manuel

                               ASSISTANT CASHIERS

Elaine D. Ardoin                                       Elizabeth Miller
DeAnna Cox                                             Bonnie Pavy
Sally Hooks                                            Stephanie Richard
Cindy Whitmore

                                   DIRECTORS

Jasper Artall                                          Salvador L. Diesi, Sr.
Walter J. Champagne, Jr.                               Alvin Haynes II
Attaway Darbonne                                       Charles Jagneaux
J. C. Diesi                                            Sylvia Sibille

                               OFFICES LOCATED IN

OPELOUSAS                                              KROTZ SPRINGS
LAFAYETTE                                              PORT BARRE
LAWTELL



                                      -50-
<PAGE>   52

                           OFFICERS AND DIRECTORS OF
                             AMERICAN BANCORP, INC.

                      CHAIRMAN OF THE BOARD AND PRESIDENT
                             Salvador L. Diesi, Sr.

                              SECRETARY/TREASURER
                               Ronald J. Lashute


<TABLE>
<CAPTION>
BOARD OF DIRECTORS                         OCCUPATION AND MAIN AFFILIATION

<S>                                        <C>
Jasper J. Artall                           Farmer.

Walter J. Champagne, Jr.                   Farmer.

J.C. Diesi                                 Automobile Dealer; Diesi
                                           Pontiac-Cadillac-Buick, Inc.

Salvador L. Diesi, Sr.                     Chairman of the Board and President,
                                           American Bancorp, Inc. and American
                                           Bank & Trust Company; Gas Station,
                                           Convenience Store, and Video Poker;
                                           Little Capitol of Louisiana, Inc.;
                                           Commercial real estate, farming interest;
                                           and Attorney-At-Law.

Ronald J. Lashute                          Chief Executive Officer and Executive Vice
                                           President of American Bank & Trust Company
                                           and Secretary/Treasurer of American Bancorp, Inc.
</TABLE>


                                      -51-

<PAGE>   53
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