<PAGE>

                                  EXHIBIT 13

                Portions of 2000 Annual Report to Stockholders
<PAGE>

                                                                      EXHIBIT 13
--------------------------------------------------------------------------------

                              PCB HOLDING COMPANY

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



                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                          Page
<S>                                                                       <C>
Letter to Stockholders..................................................      1
Selected Financial and Other Data.......................................    2-3
Management's Discussion and Analysis of
  Financial Condition and Results of Operations.........................   4-11
Independent Auditor's Report............................................     12
Consolidated Financial Statements.......................................  13-16
Notes to Consolidated Financial Statements..............................  17-32
Board of Directors......................................................     33
Corporate Information...................................................     34
</TABLE>

                            BUSINESS OF THE COMPANY

     PCB HOLDING COMPANY (the Company) is the holding company for Peoples
Community Bank (the Bank).

     The Bank is a community-oriented financial institution offering traditional
financial services primarily to residents of Perry County, Indiana, and, to a
lesser extent, contiguous counties. The Bank's primary business is attracting
deposits from the general public and using those funds to originate one-to-four
family residential mortgage loans. The Bank also purchases participation
interests in multi-family and commercial real estate loans originated by other
financial institutions and secured by properties located throughout Indiana. To
a lesser extent, the Bank originates multi-family loans, commercial real estate
loans, residential construction loans and consumer loans. The Bank invests
excess liquidity primarily in U.S. government and agency securities, corporate
notes and, to a lesser extent, mortgage-backed securities.

     The Bank's savings accounts are insured up to applicable legal limits by
the Federal Deposit Insurance Corporation through the Savings Association
Insurance Fund. The Bank is a member of the Federal Home Loan Bank System. The
Bank conducts its operations through its main office located at 819 Main Street,
Tell City, Indiana. The telephone number is (812) 547-7094.
<PAGE>

                              PCB HOLDING COMPANY
                                819 Main Street
                           Tell City, Indiana 47586


                              TO OUR SHAREHOLDERS


Fellow Shareholders of PCB Holding Company:

I am pleased to present to you the Annual Report of PCB Holding Company for
2000.

In the year 2000 PCB increased net income by 5.6% and diluted earnings per share
increased by 12.9%.  Return on equity improved by 8.0%.

During the year we finished an addition to our existing office that will enable
us to better handle the additional services and staff we have added. We have
finalized plans for a second ATM, which should be in place shortly

In the coming year we have plans to increase our lending staff, begin a capital
leveraging program, add a telephone response system and review plans for a
branch office. All of these plans are in an effort to improve our operating
results and increase shareholder value.

We thank you for your continued support.


Sincerely,

/s/ Carl D. Smith
---------------------------------
Carl D. Smith
President-Chief Executive Officer

                                      -1-
<PAGE>

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

                       SELECTED FINANCIAL AND OTHER DATA

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

The financial data presented below is qualified in its entirety by the more
detailed financial data appearing elsewhere herein, including the Company's
audited financial statements. The following tables set forth certain information
concerning the financial position and results of operations of the Company at
the dates indicated.


<TABLE>
<CAPTION>
FINANCIAL CONDITION DATA:                                                 At December 31,
                                                -------------------------------------------------------------------
                                                  2000           1999           1998           1997          1996
                                                  ----           ----           ----           ----          ----
                                                                           (In thousands)
<S>                                             <C>           <C>            <C>           <C>           <C>
Total assets                                    $ 30,324      $  28,374      $  25,439      $  21,989     $  22,247
Loans receivable, net                             26,459         24,054         20,930         19,296        19,837
Mortgage-backed securities, held to maturity           -              -              -             20            27
Other debt securities available for sale           1,164          1,113          1,532          1,319           812
Cash and interest-bearing deposits (1)             1,776          2,539          2,366            752           977
Deposits                                          22,098         20,464         19,517         19,846        20,194
Advances from Federal Home Loan Bank               2,500          2,000              -              -             -
Stockholders' equity, substantially restricted     5,678          5,834          5,850          2,092         2,018


OPERATING DATA:                                                         Year Ended December 31,
                                                -------------------------------------------------------------------
                                                  2000           1999           1998           1997          1996
                                                  ----           ----           ----           ----          ----
                                                                           (In thousands)
Interest income                                 $  2,181      $   1,882      $   1,731      $   1,646     $   1,726
Interest expense                                   1,239          1,023          1,035          1,107         1,143
                                                -------------------------------------------------------------------
Net interest income                                  942            859            696            539           583
Provision for loan losses                             12              6              -              -             8
                                                -------------------------------------------------------------------
Net interest income after provision
   for loan losses                                   930            853            696            539           575

Noninterest income                                    33             23              8              7            12
Noninterest expense (2)                              755            671            542            448           612
                                                -------------------------------------------------------------------
Income (loss) before income taxes                    208            205            162             98           (25)

Income tax expense (credit)                           76             80             53             28            (8)
                                                -------------------------------------------------------------------
   Net Income (Loss)                            $    132      $     125      $     109      $      70     $     (17)
                                                ===================================================================
PER SHARE DATA:
Net income - basic                              $   0.35      $    0.32       $   0.27            N/A           N/A
Net income - diluted                                0.35           0.31            N/A            N/A           N/A
Dividends                                           0.20           0.16           0.05            N/A           N/A
</TABLE>

(1) Includes interest-bearing deposits in other depository institutions.
(2) Includes one-time SAIF assessment of $135,000 in 1996.

                                      -2-
<PAGE>

----------------------------------------------------------------------
             SELECTED FINANCIAL AND OTHER DATA - CONTINUED
----------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                    2000            1999           1998           1997          1996
                                                    ----            ----           ----           ----          ----
<S>                                                <C>             <C>            <C>            <C>           <C>
SELECTED FINANCIAL RATIOS:

Performance Ratios:
Return on average assets (1)                         0.45%           0.47%          0.45%          0.31%        -0.07%
Return on average equity (2)                         2.30%           2.13%          2.70%          3.23%        -0.78%
Dividend payout ratio                               58.17%          51.46%         18.20%             -             -
Average equity as a percent of average assets       19.43%          21.95%         16.80%          9.46%         9.36%
Interest rate spread (3)                             2.22%           2.13%          2.13%          1.97%         2.14%
Net interest margin (4)                              3.26%           3.25%          2.95%          2.43%         2.59%
Average interest-earning assets to
   average interest-bearing liabilities            124.33%         129.00%        118.86%        109.19%       108.83%
Noninterest expense as a
   percent of average total assets                   2.56%           2.39%          2.26%          1.95%         2.63%

Capital Ratios:
Tangible                                            14.35%          14.70%         15.90%          9.59%         9.16%
Core                                                14.35%          14.70%         15.90%          9.59%         9.16%
Risk-based                                          25.59%          25.09%         30.43%         18.16%        17.63%

Asset Quality Ratios:
Nonperforming loans as a percent
   of loans receivable, net (5)                      0.73%           0.43%          0.14%             -          0.42%
Nonperforming assets as a
   percent of total assets (6)                       0.63%           0.37%          0.11%             -          0.37%
Allowance for loan losses as a percent
   of gross loans receivable                         0.22%           0.22%          0.24%          0.26%         0.26%
Allowance for loan losses as a
   percent of nonperforming loans                   31.25%          51.92%        175.86%           N/M         62.65%
Net charge-offs as a percent of
   average outstanding loans                         0.02%           0.01%             -           0.01%            -
</TABLE>

(1) Net income divided by average total assets.
(2) Net income divided by average total retained earnings.
(3) Difference between weighted average yield on interest-earnings assets and
    weighted average cost of interest-bearing liabilities.
(4) Net interest income as a percentage of average interest-earning assets.
(5) Nonperforming loans consist of loans accounted for on a nonaccrual basis and
    accruing loans 90 days or more past due.
(6) Nonperforming assets consist of nonperforming loans and real estate acquired
    in settlement of loans, but exclude restructured loans.

                                      -3-
<PAGE>

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

Forward Looking Statements

     This report may contain forward-looking statements within the meaning of
the federal securities laws.  These statements are not historical facts, rather
statements based on the Company's current expectations regarding its business
strategies and their intended results and its future performance.  Forward-
looking statements are preceded by terms such as "expects," "believes,"
"anticipates," "intends" and similar expressions.

     Forward-looking statements are not guarantees of future performance.
Numerous risks and uncertainties could cause or contribute to the Company's
actual results, performance and achievements to be materially different from
those expressed or implied by the forward-looking statements.  Factors that may
cause or contribute to these differences include, without limitation: general
economic conditions in the market area where the Company operates as well as
nationwide; changes in market interest rates and changes in monetary and fiscal
policies of the federal government; changes in loan delinquency rates; the
effects of competitive products and pricing; legislative and regulatory changes;
and other factors disclosed periodically in the Company's filings with the
Securities and Exchange Commission.

     Because of the risks and uncertainties inherent in forward-looking
statements, readers are cautioned not to place undue reliance on them, whether
included in this report or made elsewhere from time to time by the Company or on
its behalf.  The Company assumes no obligation to update any forward-looking
statements.

General

     PCB HOLDING COMPANY (the Company) is the parent to its wholly-owned
subsidiary, Peoples Community Bank (the Bank).  The Bank is a community-oriented
financial institution that offers traditional financial services primarily to
residents of Perry County, Indiana, and, to a lesser extent, contiguous
counties.   The Bank's primary business is attracting deposits from the general
public and using those funds to originate one-to-four family residential
mortgage loans.  The Bank's lending activity also includes multi-family
residential loans, commercial real estate loans, residential construction loans
and consumer loans.  The Bank invests excess liquidity primarily in U.S.
government and agency securities, corporate notes and, to a lesser extent,
mortgage-backed securities.

     Management's discussion and analysis of financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of the Company and the Bank.  The information contained in
this section should be read in conjunction with the consolidated financial
statements and the accompanying notes to consolidated financial statements
included elsewhere in this report.

Operating Strategy

     The Bank's results of operations depend primarily on net interest income,
which is the difference between the income earned on its interest-earning
assets, such as loans and investments, and the cost of its interest-bearing
liabilities, consisting of deposits and, if utilized, borrowings from the
Federal Home Loan Bank of Indianapolis.  The Bank's net income is also affected
by, among other things, fee income, provisions for loan losses, operating
expenses and income tax provisions.  The Bank's results of operations are also
significantly affected by general economic and competitive conditions,
particularly changes in market interest rates, government legislation and
policies concerning monetary and fiscal affairs, housing and financial
institutions and the intended actions of the regulatory authorities.

     The Bank's current business strategy is to operate as a well-capitalized,
locally-owned community bank.  This strategy has been implemented in recent
years by sustained growth in deposits, emphasizing the origination of
residential mortgage and consumer loans in the Bank's primary market area,
expanding customer services, and controlling operating expenses.

                                      -4-
<PAGE>

Comparison of Financial Condition at December 31, 2000 and 1999

     Total assets increased 6.9% from $28.4 million at December 31, 1999 to
$30.3 million at December 31, 2000, primarily as a result of an increase in
loans receivable, net, which was funded by growth in deposits and advances from
the Federal Home Loan Bank.

     Loans receivable, net, were $24.1 million at December 31, 1999 compared to
$26.5 million at December 31, 2000, which represents a 10.0% increase.  This
increase resulted primarily from increases in residential real estate mortgage
loans and residential construction loans of $1.3 million, commercial real estate
loans of $572,000 and consumer loans of $373,000.

     Securities available for sale, which consist of U.S. government agency
obligations, increased 4.6% from $1.1 million at December 31, 1999 to $1.2
million at December 31, 2000. The increase resulted from a decrease in the net
unrealized loss during 2000.

     Cash and interest-bearing deposits with banks decreased from $2.5 million
at December 31, 1999 to $1.8 million at December 31, 2000. The decrease resulted
primarily from the increase in loan originations and the purchase of treasury
stock during 2000.

     Total deposits increased from $20.5 million at December 31, 1999 to $22.1
million at December 31, 2000 primarily as a result of the growth in demand and
time deposit accounts.  The Bank began offering several types of demand deposit
accounts in the fourth quarter of 1999.  Noninterest-bearing demand deposit
accounts and time deposits increased by $424,000 and $1.0 million during 2000,
respectively.

     Total stockholders' equity decreased from $5.8 million at December 31, 1999
to $5.7 million at December 31, 2000.  Total stockholders' equity increased as a
result of retained net income of $55,000 and decreased due to purchases of
treasury stock of $273,000.

Comparison of Operating Results for the Years Ended December 31, 2000 and 1999

     Net income.  Net income was $132,000 for 2000, compared to $125,000 for
1999.  The increase in net income for 2000 compared to 1999 resulted primarily
from an increase in net interest income, offset by an increase in non-interest
expense.

     Net interest income.  Net interest income increased 9.5% from $853,000 in
1999 to $934,000 for 2000 as a result of an increase in total interest income
offset by an increase in interest expense.  The average yield on interest-
earning assets increased from 7.13% for 1999 to 7.55% for 2000 as a result of a
higher yields on the loan and securities portfolios and interest-bearing
deposits with banks which increased due to higher market interest rates.  The
average balance of total interest-earning assets was $26.4 million for 1999
compared to $28.9 million for 2000.  The average cost of interest-bearing
liabilities increased from 5.00% for 1999 to 5.33% for 2000 as a result of the
general increase in market interest rates and a higher average balance in
advances from the Federal Home Loan Bank which are higher-cost funding sources.
The average balance of total interest-bearing liabilities increased from $20.5
million for 1999 to $23.2 million for 2000 primarily as a result of borrowing
from the Federal Home Loan Bank and an increase in time deposits.  The interest
rate spread for 1999 was 2.13% compared to 2.22% for 2000.  For further
information see "Average Balance Sheets" below.  The changes in interest income
and interest expense resulting from changes in volume and changes in rates for
2000 and 1999 are shown in the schedule captioned "Rate/Volume Analysis"
included herein.

                                      -5-
<PAGE>

     Provision for loan losses.  The provision for loan losses was $12,000 and
$6,000 for 2000 and 1999, respectively.  The increase in the provision for loan
losses for 2000 compared to 1999 resulted from the growth in the loan portfolio
and net charge-offs of $6,000.  Provisions for loan losses are charges to
earnings to bring the total allowance for loan losses to a level considered
adequate by management to provide for probable known and inherent loan losses
based on management's evaluation of the collectibility of the loan portfolio,
including the nature of the portfolio, credit concentrations, trends in
historical loss experience, specific impaired loans, and economic conditions.
Management's methodology for determining the adequacy of the allowance for loan
losses includes quarterly reviews of all loans which have been specifically
classified in accordance with regulatory classification guidelines.  These loans
are assigned an allowance based on an analysis of collateral and other risk
factors.  Also, for loans not specifically classified, specific inherent loss
factors are applied to homogenous categories of loans in the portfolio including
residential real estate, commercial real estate, consumer and commercial
business loans based on an analysis of the Bank's historical loss experience for
these loan categories and of the  aggregate loss experience for other banks in
its geographical region.  The allowance for loan losses was $54,000 and $51,000
at December 31, 2000 and 1999, respectively.  Management has deemed this amount
as adequate on those dates based on its best estimate of probable known and
inherent loan losses.  At December 31, 2000, nonperforming loans totaled
$192,000 or .63% of total assets.  Included in nonperforming loans are loans
over 90 days past due secured by one-to-four family residential real estate in
the amount of $120,000.  These loans are accruing interest as the estimated
value of the collateral and collection efforts are deemed sufficient to ensure
full recovery.

     Noninterest income.  Noninterest income was $33,000 for 2000 compared to
$23,000 for 1999.  The increase is primarily the result of the introduction of
service charges on deposit accounts in late 1999.  Also during 2000, the Bank
began receiving income from an automated teller machine installed at the Bank's
office in March 2000.

     Noninterest expense. Noninterest expense totaled $755,000 for 2000 compared
to $671,000 for 1999. The increase for 2000 compared to 1999 resulted primarily
from increases in compensation and benefits of $72,000 and an increase in other
noninterest expenses of $35,000. Also, during the fourth quarter of 1999, the
Bank sold an available for sale debt security and realized a loss of $25,000.
Compensation and benefits have increased due to normal salary increases and the
adoption in July 1999 of a restricted stock compensation plan. Other noninterest
expenses increased in 2000 as compared to 1999 primarily as a result of
increases in data processing fees related to additional loan and deposit
accounts, professional and consulting fees and other expenses of operating as a
public company.

     Income tax expense.  Income tax expense decreased from $80,000 for 1999 to
$76,000 for 2000 due to a change in state income tax law offset by an increase
in net income before income taxes. The effective tax rate for 2000 was 36.4%
compared to 39.0% for 1999.

                                      -6-

<PAGE>

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

                            AVERAGE BALANCE SHEETS

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

The following table sets forth certain information for the periods indicated
regarding average balances of assets and liabilities as well as the total dollar
amounts of interest income from average interest earning assets and interest
expense on average interest bearing liabilites and average yields and costs.
Such yields and costs for the periods indicated are derived by dividing income
or expense by the average balances of assets or liabilities, respectively, for
the periods presented. Average balances are derived from daily balances.

<TABLE>
<CAPTION>
                                                                          Year ended December 31,
                                                 -----------------------------------------------------------------------
                                                                   2000                               1999
                                                 -----------------------------------   ---------------------------------
                                                                             Average                           Average
                                                                             -------                           -------
                                                    Average                  Yield/    Average                  Yield/
                                                    -------                  ------    -------                  ------
                                                    Balance      Interest     Cost     Balance      Interest     Cost
                                                    -------      --------     ----     -------      --------     ----
                                                                           (Dollars in thousands)
<S>                                              <C>             <C>       <C>         <C>          <C>        <C>
Interest-earning assets:
   Loans receivable, net (1)                     $    25,518     $   1,987    7.79%    $   22,702   $  1,697    7.48%
   Investment securities                               1,199            74    6.17%         1,379         72    5.20%
   Federal Home Loan Bank stock                          204            17    8.33%           196         16    8.16%
   Interest bearing deposits with banks                1,980           103    5.20%         2,116         97    4.58%
                                                 -------------------------             ---------------------
     Total interest-earning assets                    28,901         2,181    7.55%        26,393      1,882    7.13%
                                                 -------------------------             ---------------------

Noninterest-earning assets                               568                                  408
                                                 -----------                           ----------
     Total assets                                $    29,469                           $   26,801
                                                 ===========                           ==========

Interest-bearing liabilities:
   Savings and interest-bearing demand deposits       $3,355           102    3.04%    $    4,069        131    3.22%
   Time deposits                                      17,437           973    5.58%        15,634        850    5.44%
                                                 -------------------------             ---------------------
     Total deposits                                   20,792         1,075    5.17%        19,703        981    4.98%
                                                 -------------------------             ---------------------

   FHLB advances                                       2,454           164    6.68%           756         42    5.56%
                                                 -------------------------             ---------------------
     Total interest-bearing liabilities               23,246         1,239    5.33%        20,459      1,023    5.00%
                                                 -------------------------             ---------------------

Noninterest-bearing liabilities                          496                                  459
                                                 -----------                           ----------
     Total liabilities                                23,742                               20,918
Stockholders' equity                                   5,727                                5,883
                                                 -----------                           ----------
   Total liabilities and stockholders' equity    $    29,469                           $   26,801
                                                 ===========                           ==========

Net interest income                                              $     942                          $    859
                                                                 =========                          ========

Interest rate spread                                                          2.22%                             2.13%
                                                                            ======                            ======

Net interest margin                                                           3.26%                             3.25%
                                                                            ======                            ======

Ratio of average interest-earning assets
   to average interest-bearing liabilities                                  124.33%                           129.00%
                                                                            ======                            ======

--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Average loans receivable includes nonperforming loans. Interest income does
     not include interest on loans 90 days or more past due.

                                      -7-


<PAGE>

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

                             RATE/VOLUME ANALYSIS

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

is provided with respect to (i) effects on interest income attributable to
changes in volume (changes in volume multiplied by prior rate); (ii) effects
attributable to changes in rate (changes in rate multiplied by prior volume);
and (iii) effects attributable to changes in rate and volume (change in rate
multiplied by changes in volume).

<TABLE>
<CAPTION>
                                                                   2000 Compared to 1999
                                                                 Increase (Decrease) Due to
                                                    --------------------------------------------
                                                                               Rate/
                                                                               -----
                                                       Rate        Volume      Volume      Net
                                                       ----        ------      ------      ---
                                                                        (In thousands)
<S>                                                 <C>            <C>         <C>        <C>
Interest-earning assets:
   Loans receivable, net                            $      70      $    211    $    9     $  290
   Investment securities                                   13            (9)       (2)         2
   Federal Home Loan Bank stock                             -             1         -          1
   Interest-bearing deposits with banks                    13            (6)       (1)         6
                                                    --------------------------------------------
      Total net change in income
        on interest-earning assets                         96           197         6        299
                                                    --------------------------------------------
Interest-bearing liabilities:
   Savings and interest-bearing demand deposits            (7)          (23)        1        (29)
   Time deposits                                           22            98         3        123
   FHLB advances                                            8            95        19        122
                                                    --------------------------------------------
     Total net change in expense
        on interest-bearing liabilities                    23           170        23        216
                                                    --------------------------------------------
     Net change in net interest income              $      73      $     27    $  (17)    $   83
                                                    ============================================
</TABLE>

                                      -8-

<PAGE>

Selected Quarterly Financial Data for 2000
<TABLE>
<CAPTION>
                                                             First           Second          Third        Fourth
                                                            Quarter          Quarter        Quarter       Quarter
                                                                    (In thousands, except per share data)
<S>                                                         <C>            <C>             <C>           <C>
Interest income                                             $     508       $     551      $     551     $     571
Interest expense                                                  285             312            318           324
                                                            -------------------------------------------------------
Net interest income                                               223             239            233           247
Provision for loan losses                                           2               2              3             5
                                                            -------------------------------------------------------
Net interest income after provision for loan losses               221             237            230           242
Noninterest income                                                  9              11             10             3
Noninterest expenses                                              183             182            192           198
                                                            -------------------------------------------------------
Income before income taxes                                         47              66             48            47
Income tax expense                                                 18              26             18            14
                                                            -------------------------------------------------------
Net income                                                  $      29       $      40      $      30     $      33
                                                            =======================================================

Net income per common share, basic                          $    0.07       $    0.11      $    0.08     $    0.09
                                                            =======================================================
Net income per common share, diluted                        $    0.07       $    0.10      $    0.08     $    0.09
                                                            =======================================================
</TABLE>


Liquidity and Capital Resources

     The Bank's primary sources of funds are deposits and proceeds from loan
repayments and prepayments, and from the sale and maturity of securities. The
Bank may also borrow from the Federal Home Loan Bank of Indianapolis. While loan
repayments and maturities and sales of securities are predictable sources of
funds, deposit flows and mortgage prepayments are greatly influenced by market
interest rates, general economic conditions and competition. At December 31,
2000, the Bank had cash and interest-bearing deposits with banks of $1.8 million
and securities available for sale with a fair value of $1.2 million. If the Bank
requires funds beyond its ability to generate them internally, it has additional
borrowing capacity with the FHLB of Indianapolis.

     The Bank's primary investing activity is the origination of one-to-four
family mortgage loans and, to a lesser extent, consumer, multi-family,
commercial real estate and residential construction loans. The Bank also invests
in U.S. government and agency securities, corporate notes and, to a lesser
extent, mortgage-backed securities.

     During the year ended December 31, 2000, the Company used excess capital to
repurchase common stock, acquiring 25,110 shares for a total of $273,000. The
Company had previously acquired 4,600 shares of common stock for a total of
$49,000 during the year ended December 31, 1999.

     The Bank must maintain an adequate level of liquidity to ensure the
availability of sufficient funds to support loan growth and deposit withdrawals,
to satisfy financial commitments and to take advantage of investment
opportunities. At December 31, 2000, the Bank had total commitments to extend
credit of $1.1 million. See Note 11 of Notes to Consolidated Financial
Statements. At December 31, 2000, the Bank had certificates of deposit scheduled
to mature within one year of $8.4 million. Historically, the Bank has been able
to retain a significant amount of its deposits as they mature.

     The Bank is required to maintain specific amounts of capital pursuant to
OTS requirements. As of December 31, 2000, the Bank was in compliance with all
regulatory capital requirements in effect as of such date with tangible, core
and risk-based capital ratios of 14.3%, 14.3% and 25.6%, respectively.

                                      -9-
<PAGE>

Effect of Inflation and Changing Prices

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

Market Risk Analysis

     Qualitative Aspects of Market Risk.  The Bank's principal financial
objective is to achieve long-term profitability while reducing its exposure to
fluctuating market interest rates.  The Bank has sought to reduce the exposure
of its earnings to changes in market interest rates by attempting to manage the
mismatch between asset and liability maturities and interest rates.  In order to
reduce the exposure to interest rate fluctuations, the Bank has developed
strategies to manage its liquidity, shorten its effective maturities of certain
interest-earning assets and increase the interest rate sensitivity of its asset
base.  Management has sought to decrease the average maturity of its assets by
increasing the origination of short-term consumer loans, all of which are
retained by the Bank for its portfolio.  The Bank relies on retail deposits as
its primary source of funds.  Management believes retail deposits, compared to
brokered deposits, reduce the effects of interest rate fluctuations because they
generally represent a more stable source of funds.

     Quantitative Aspects of Market Risk.  The Bank does not maintain a trading
account for any class of financial instrument nor does the Bank engage in
hedging activities or purchase high-risk derivative instruments.  Furthermore,
the Bank is not subject to foreign currency exchange rate risk or commodity
price risk.

     The Bank uses interest rate sensitivity analysis to measure its interest
rate risk by computing changes in NPV (net portfolio value) of its cash flows
from assets, liabilities and off-balance sheet items in the event of a range of
assumed changes in market interest rates.  NPV represents the market value of
portfolio equity and is equal to the market value of assets minus the market
value of liabilities, with adjustments made for off-balance sheet items.  This
analysis assesses the risk of loss in market risk sensitive instruments in the
event of a sudden and sustained 100 to 300 basis point increase or decrease in
market interest rates with no effect given to any steps that management might
take to counter the effect of that interest rate movement.  Using data compiled
by the OTS, the Bank receives a report which measures interest rate risk by
modeling the change in NPV over a variety of interest rate scenarios.  This
procedure for measuring interest rate risk was developed by the OTS to replace
the "gap" analysis (the difference between interest-earning assets and interest-
bearing liabilities that mature or reprice within a specific time period).

     The following table is provided by the OTS and sets forth the change in the
Bank's NPV at December 31, 2000, based on OTS assumptions, that would occur in
the event of an immediate change in interest rates, with no effect given to any
steps that management might take to counteract that change.



                             At December 31, 2000
          ---------------------------------------------------------------
                   Net Portfolio Value           Net Portfolio Value as a
            -----------------------------        ------------------------
Change In     Dollar    Dollar    Percent    Percent of Present Value of Assets
----------    ------    ------    -------    ----------------------------------
Rates (bp)    Amount    Change     Change       NPV Ratio     Change (bp)
----------    ------    ------     ------       ---------     -----------
                              (Dollars in thousands)

  300        $2,930   $(1,244)      (30)%         10.26%         (353)
  200         3,395      (779)      (19)          11.63          (216)
  100         3,819      (355)       (9)          12.83           (96)
 static       4,174         -         -           13.79             -
 (100)        4,444       270         6           14.48            69
 (200)        4,742       568        14           15.24           145
 (300)        5,139       965        23           16.24           245


     The above table indicates that in the event of a sudden and sustained
increase in prevailing market interest rates, the Bank's NPV would be expected
to decrease, and that in the event of a sudden and sustained decrease in
prevailing market interest rates, the Bank's NPV would be expected to increase.

                                     -10-
<PAGE>

     Certain assumptions utilized by the OTS in assessing the interest rate risk
of savings associations within the Bank's region were utilized in preparing the
preceding table.  These assumptions relate to interest rates, loan prepayment
rates, deposit decay rates, and the market values of certain assets under
differing interest rate scenarios, among others.

     As with any method of measuring interest rate risk, certain shortcomings
are inherent in the method of analysis presented in the foregoing table.  For
example, although certain assets and liabilities may have similar maturities or
periods to repricing, they may react in different degrees to changes in market
interest rates.  Also, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types may lag behind changes in market rates.
Additionally, certain assets, such as adjustable-rate mortgage loans, have
features which restrict changes in interest rates on a short-term basis and over
the life of the asset.  Further, in the event of a change in interest rates,
expected rates of prepayments on loans and early withdrawals from certificates
could deviate significantly from those assumed in calculating the table.

                                     -11-
<PAGE>

                         [LETTERHEAD OF MONROE SHINE]


                         Independent Auditor's Report



The Board of Directors
PCB Holding Company
Tell City, Indiana

We have audited the accompanying consolidated balance sheets of PCB Holding
Company and Subsidiary as of December 31, 2000 and 1999, and the related
consolidated statements of income, stockholders' equity and cash flows for the
years then ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of PCB Holding Company
and Subsidiary as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.


/s/ Monroe Shine

February 21, 2001

                                     -12-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                           2000          1999
                                                                           ----          ----
<S>                                                                  <C>            <C>
ASSETS
  Cash and due from banks                                            $    162,718   $    229,761
  Interest-bearing deposits with banks                                  1,612,882      2,308,724
  Securities available for sale, at fair value                          1,164,361      1,113,197
  Loans, net of allowance for loan losses of $60,006;
    $53,635 in 1999                                                    26,458,789     24,054,245
  Federal Home Loan Bank stock, at cost                                   207,000        196,100
  Premises and equipment                                                  438,817        227,765
  Accrued interest receivable:
    Loans                                                                 163,078        128,675
    Securities and other                                                   27,118         26,475
  Other assets                                                             89,325         89,355
                                                                     ---------------------------

        Total Assets                                                 $ 30,324,088   $ 28,374,297
                                                                     ===========================

LIABILITIES
  Deposits:
    Noninterest-bearing                                              $    597,511   $    173,348
    Interest-bearing                                                   21,500,341     20,290,868
                                                                     ---------------------------
        Total deposits                                                 22,097,852     20,464,216

  Advances from Federal Home Loan Bank                                  2,500,000      2,000,000
  Accrued interest payable                                                  7,357          6,151
  Accrued expenses and other liabilities                                   40,916         69,986
                                                                     ---------------------------
        Total Liabilities                                              24,646,125     22,540,353
                                                                     ---------------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock of $.01 par value per share
    Authorized 1,000,000 shares; none issued                                    -              -
  Common stock of $.01 par value per share
    Authorized 4,000,000 shares; issued 412,620 shares                      4,126          4,126
  Additional paid-in capital                                            3,814,458      3,814,458
  Retained earnings-substantially restricted                            2,314,914      2,259,595
  Accumulated other comprehensive income-
    net unrealized loss on securities available for sale                  (21,182)       (51,495)
  Unearned stock compensation                                            (112,412)      (144,152)
  Treasury stock, at cost - (29,710 shares; 4,600 shares in 1999)        (321,941)       (48,588)
                                                                     ---------------------------
        Total Stockholders' Equity                                      5,677,963      5,833,944
                                                                     ---------------------------

        Total Liabilities and Stockholders' Equity                   $ 30,324,088   $ 28,374,297
                                                                     ===========================
</TABLE>

See notes to consolidated financial statements.

                                     -13-
<PAGE>

                       PCB HOLDING COMPANY AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                             Accumulated     Unearned
                                                Additional                      Other          Stock
                                      Common     Paid-In       Retained     Comprehensive     Compen-     Treasury
                                      Stock      Capital       Earnings        Income         sation        Stock         Total

<S>                                  <C>       <C>           <C>              <C>            <C>         <C>          <C>
Balances at January 1,1999           $ 3,967   $ 3,655,917   $ 2,198,860      $  (8,802)     $      -    $        -    $ 5,849,942

COMPREHENSIVE INCOME
Net income                                 -             -       125,117              -             -             -        125,117
Other comprehensive income:
 Change in unrealized loss on
  securities available for sale,
  net of deferred income tax
  benefit of $37,905                       -             -             -        (57,791)            -             -        (57,791)
 Less:  reclassification
  adjustment, net of deferred
  tax expense of $9,902                    -             -             -         15,098             -             -         15,098
                                                                                                                        ----------
 Total comprehensive
  income                                                                                                                    82,424
                                                                                                                        ----------

Cash dividends ($.16 per
 share)                                    -             -       (64,382)             -             -             -        (64,382)

Purchase of treasury stock
 (4,600 shares)                            -             -             -              -             -       (48,588)       (48,588)

Issuance of 15,870 shares
for stock compensation plan              159       158,541             -              -      (158,700)            -              -

Stock compensation expense                 -             -             -              -        14,548             -         14,548
                                     ---------------------------------------------------------------------------------------------

Balances at December 31, 1999          4,126     3,814,458     2,259,595        (51,495)     (144,152)      (48,588)     5,833,944

COMPREHENSIVE INCOME
Net income                                 -             -       132,258              -             -             -        132,258
Other comprehensive income:
 Change in unrealized loss on
  securities available for sale,
  net of deferred income tax
  expense of $19,883
 Less:  reclassification
 adjustment                                -             -             -         30,313             -             -         30,313
                                                                                                                       -----------
  Total comprehensive
   income                                                                                                                  162,571
                                                                                                                       -----------

Cash dividends ($.20 per
share)                                     -             -       (76,939)             -             -             -        (76,939)

Purchase of treasury stock
(25,110 shares)                            -             -             -              -             -      (273,353)      (273,353)

Stock compensation expense                 -             -             -              -        31,740             -         31,740
                                     ---------------------------------------------------------------------------------------------

Balances at December 31, 2000        $ 4,126   $ 3,814,458   $ 2,314,914      $ (21,182)   $ (112,412)   $ (321,941)   $ 5,677,963
                                     =============================================================================================
</TABLE>

See notes to consolidated financial statements.

                                     -14-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                  2000                    1999
                                                                  ----                    ----
INTEREST INCOME
<S>                                                          <C>                      <C>
  Loans, including fees                                      $ 1,987,476              $ 1,696,574
  Debt securities, taxable                                        73,823                   72,266
  Federal Home Loan Bank dividends                                16,856                   15,688
  Interest-bearing deposits with banks                           102,613                   97,268
                                                             ------------------------------------
      Total interest income                                    2,180,768                1,881,796
                                                             ------------------------------------

INTEREST EXPENSE
  Deposits                                                     1,074,559                  981,159
  Advances from Federal Home Loan Bank                           164,042                   41,683
                                                             ------------------------------------
      Total interest expense                                   1,238,601                1,022,842
                                                             ------------------------------------

      Net interest income                                        942,167                  858,954

  Provision for loan losses                                       12,250                    6,000
                                                             ------------------------------------
      Net interest income after provision for loan losses        929,917                  852,954
                                                             ------------------------------------

NONINTEREST INCOME
  Service charges on deposit accounts                             24,680                   16,622
  Other income                                                     8,070                    6,391
                                                             ------------------------------------
      Total noninterest income                                    32,750                   23,013
                                                             ------------------------------------

NONINTEREST EXPENSES
  Compensation and benefits                                      443,156                  370,856
  Occupancy and equipment                                         51,275                   41,886
  Deposit insurance premiums                                       4,578                   12,539
  Net realized loss on sale of securities                              -                   25,000
  Other operating expenses                                       255,605                  220,480
                                                             ------------------------------------
      Total noninterest expenses                                 754,614                  670,761
                                                             ------------------------------------

      Income before income taxes                                 208,053                  205,206

  Income tax expense                                              75,795                   80,089
                                                             ------------------------------------

      Net income                                             $   132,258              $   125,117
                                                             ====================================

      Net income per common share, basic                     $       .35              $       .32
                                                             ====================================

      Net income per common share, diluted                   $       .35              $       .31
                                                             ====================================
</TABLE>

See notes to consolidated financial statements.

                                     -15-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>



                                                                2000                  1999
                                                                ----                  ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>                    <C>
 Net income                                                $   132,258            $   125,117
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Amortization of premiums and accretion of discounts
    on securities, net                                            (968)                (1,899)
   Net realized loss on sale of securities                           -                 25,000
   Depreciation expense                                         26,385                 17,702
   Stock compensation expense                                   31,740                 14,548
   Deferred income taxes credit                                 (4,381)               (11,094)
   Provision for loan losses                                    12,250                  6,000
   Increase in accrued interest receivable                     (35,046)                (7,364)
   Increase in accrued interest payable                          1,206                    161
   Net change in other assets/liabilities                      (44,542)                 2,314
                                                           ----------------------------------
    Net Cash Provided By Operating Activities                  118,902                170,485
                                                           ----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Net decrease in interest-bearing deposits with banks          695,842                 14,151
 Proceeds from maturity of securities available for sale             -                350,000
 Purchases of securities available for sale                          -               (250,000)
 Proceeds from sale of securities available for sale                 -                225,000
 Purchase of Federal Home Loan Bank stock                      (10,900)                     -
 Net increase in loans receivable                           (2,469,769)            (3,130,561)
 Proceeds from sale of foreclosed real estate                   52,975                      -
 Purchase of premises and equipment                           (237,437)               (27,196)
                                                           ----------------------------------
  Net Cash Used By Investing Activities                     (1,969,289)            (2,818,606)
                                                           ----------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Net increase in noninterest-bearing deposits                  424,163                159,504
 Net increase in interest-bearing deposits                   1,209,473                788,021
 Repayment of advances from Federal Home Loan Bank            (500,000)                     -
 Advances from Federal Home Loan Bank                        1,000,000              2,000,000
 Purchase of treasury stock                                   (273,353)               (48,588)
 Cash dividends paid                                           (76,939)               (64,382)
                                                           ----------------------------------
  Net Cash Provided By Financing Activities                  1,783,344              2,834,555

Net Increase (Decrease) in Cash and Due From Banks             (67,043)               186,434

Cash and due from banks at beginning of year                   229,761                 43,327
                                                           ----------------------------------

Cash and Due From Banks at End Of Year                     $   162,718            $   229,761
                                                           ==================================
</TABLE>

See notes consolidated financial statements.

                                     -16-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2000 AND 1999


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Operations

     PCB Holding Company (the Company) is the thrift holding company of Peoples
     Community Bank (the Bank), a wholly-owned subsidiary.

     The Bank provides a variety of banking services to customers through its
     office in Tell City, Indiana.  The Bank's primary source of revenue is
     single-family residential loans.

     Basis of Consolidation

     The consolidated financial statements include the accounts of the Company,
     the Bank and its wholly-owned subsidiary, Peoples Building and Loan Service
     Corp., which was inactive in 2000 and 1999.  The statements have been
     prepared in accordance with generally accepted accounting principles and
     conform with general practices in the banking industry.  Intercompany
     balances and transactions have been eliminated in consolidation.

     Statements of Cash Flows

     For purposes of the statements of cash flows, the Company has defined cash
     and cash equivalents as those amounts included in the balance sheet caption
     "Cash and due from banks."

     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 reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from those
     estimates.

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

     While management uses available information to recognize losses on loans
     and foreclosed real estate, further reductions in the carrying amounts of
     loans and foreclosed assets may be necessary based on changes in local
     economic conditions.  In addition, regulatory agencies, as an integral part
     of their examination process, periodically review the estimated losses on
     loans and foreclosed real estate.  Such agencies may require the Bank to
     recognize additional losses based on their judgments about information
     available to them at the time of their examination.  Because of these
     factors, it is reasonably possible the estimated losses on loans and
     foreclosed real estate may change materially in the near term.  However,
     the amount of the change that is reasonably possible cannot be estimated.

     Securities Available for Sale

     Securities available for sale consist of debt securities not classified as
     held to maturity and are stated at fair value.  Amortization of premium and
     accretion of discount are recognized in interest income using the interest
     method over the remaining period to maturity, adjusted for anticipated
     maturities.  Unrealized gains and losses, net of tax, on securities
     available for sale are reported as a separate component of stockholders'
     equity until realized.  Gains and losses on the sale of securities
     available for sale are determined using the specific identification method.

                                     -17-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999


(1 - continued)

     Loans

     Loans are stated at unpaid principal balances, less net deferred loan fees
     and the allowance for loan losses.  The Bank's real estate loan portfolio
     consists primarily of long-term loans collateralized by first mortgages on
     single-family residences and multi-family residential property located in
     the southern Indiana area and commercial real estate loans.  In addition to
     real estate loans, the Bank makes commercial loans, consumer loans, and
     loans secured by savings accounts.

     Loan origination fees and certain direct costs of underwriting and closing
     loans are deferred and the net fee or cost is recognized as an adjustment
     to interest income over the contractual life of the loans using the
     interest method.

     The accrual of interest is discontinued on a loan when, in the judgment of
     management, the probability of collection of interest is deemed to be
     insufficient to warrant further accrual.  The Bank does not accrue interest
     on loans past due 90 days or more except when the estimated value of
     collateral and collection efforts are deemed sufficient to ensure full
     recovery.  When a loan is placed on non-accrual status, previously accrued
     but unpaid interest is deducted from interest income.

     Subsequent receipts on nonaccrual loans, including specific impaired loans,
     are recorded as a reduction of principal, and interest income is only
     recorded once principal recovery is reasonably assured.

     The allowance for loan losses is maintained at a level which, in
     management's judgment, is adequate to absorb credit losses inherent in the
     loan portfolio. The amount of the allowance is based on management's
     evaluation of the collectibility of the loan portfolio, including the
     nature of the portfolio, credit concentrations, trends in historical loss
     experience, specified impaired loans, and economic conditions, and other
     risks inherent in the portfolio. The allowance is increased by a provision
     for loan losses, which is charged to expense, and reduced by charge-offs,
     net of recoveries. Because of uncertainties inherent in the estimation
     process, management's estimate of credit losses inherent in the loan
     portfolio and the related allowance may change in the near term.

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

     Foreclosed Real Estate

     Foreclosed real estate is carried at the lower of fair value minus
     estimated costs to sell or cost.  Costs of holding foreclosed real estate
     are charged to expense in the current period, except for significant
     property improvements, which are capitalized.  Valuations are periodically
     performed by management and an allowance is established by a charge to non-
     interest expense if the carrying value exceeds the fair value minus
     estimated costs to sell.  The net expense from operations of foreclosed
     real estate held for sale is reported in non-interest expense.

                                     -18-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999


(1 - continued)

     Premises and Equipment

     The Bank uses the straight line and accelerated methods of computing
     depreciation at rates adequate to amortize the cost of the applicable
     assets over their useful lives.  Items capitalized as part of premises and
     equipment are valued at cost.  Maintenance and repairs are expensed as
     incurred.  The cost and related accumulated depreciation of assets sold, or
     otherwise disposed of, are removed from the related accounts and any gain
     or loss is included in earnings.

     Income Taxes

     Income taxes are provided for the tax effects of the transactions reported
     in the financial statements and consist of taxes currently due plus
     deferred taxes related primarily to differences between the basis of
     available for sale securities, allowance for loan losses, accumulated
     depreciation, and accrued income and expenses for financial and income tax
     reporting.  The deferred tax assets and liabilities represent the future
     tax return consequences of those differences, which will either be taxable
     or deductible when the assets and liabilities are recovered or settled.

     Advertising Costs

     Advertising costs are charged to operations when incurred.

     Stock-Based Compensation

     Under the provisions of SFAS 123, Accounting for Stock-Based Compensation,
     the Company measures and recognizes compensation cost related to stock-
     based compensation plans using the intrinsic value method and discloses the
     pro forma effect of applying the fair value method contained in SFAS 123.
     Accordingly, no compensation cost is charged against earnings for stock
     options granted under the Company's stock-based compensation plans.

     Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
     133, Accounting for Derivative Instruments and Hedging Activities. SFAS
     133, as amended by SFAS 138 in June 2000, establishes accounting and
     reporting standards for derivative instruments, including certain
     derivative instruments embedded in other contracts and for hedging
     activities. It requires that an entity recognize all derivatives as either
     assets or liabilities in the statement of condition and measure those
     instruments at fair value. The FASB issued SFAS 137, Accounting for
     Derivative Investments and Hedging Activities--Deferral of the Effective
     Date of SFAS No. 133, which extended the effective date of implementation
     of SFAS 133 to fiscal quarters of fiscal years beginning after June 15,
     2000. SFAS 133 also provides that as of the date of initial application of
     the standard, an entity may transfer any held to maturity securities into
     the available for sale or trading categories to allow for future
     designation of the available for sale category as a hedged item and
     facilitate the transition to this standard. Management has determined that
     the implementation of this standard will have no impact on the Bank's
     financial condition and results of operations.

     In September 2000, FASB issued SFAS 140, Accounting for Transfers and
     Servicing of Financial Assets and Extinguishment of Liabilities.  The
     statement replaces SFAS 125, Accounting for Transfers and Servicing
     Financial Assets and Extinguishments of Liabilities.  It revises the
     standards for accounting for securitizations and other transfers of
     financial assets and collateral and requires certain disclosures, but it
     carries over most of SFAS 125's provisions without reconsideration.

                                     -19-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999


(1 - continued)

     The statement provides accounting and reporting standards for transfers and
     servicing of financial assets and extinguishments of liabilities.  Those
     standards are based on consistent application of a financial-components
     approach that focuses on control.  Under that approach, after a transfer of
     financial assets, an entity recognizes the financial and servicing assets
     it controls and the liabilities it has incurred, derecognizes financial
     assets when control has been surrendered, and derecognizes liabilities when
     extinguished.  The statement provides consistent standards for
     distinguishing transfers of financial assets that are sales from transfers
     that are secured borrowings.

     The statement is effective for transfers and servicing of financial assets
     and extinguishments of liabilities occurring after March 31, 2001.  The
     statement is effective for recognition and reclassification of collateral
     and for disclosures relating to securitization transactions and collateral
     for fiscal years ending after December 15, 2000.  Disclosures about
     securitization and collateral accepted need not be reported for periods
     ending on or before December 15, 2000, for which financial statements are
     presented for comparative purposes.

     The statement is to be applied prospectively with certain exceptions.
     Other than those exceptions, earlier or retroactive application of its
     accounting provisions is not permitted.  Management has determined that the
     implementation of this standard has no impact on the Bank's financial
     condition or results of operations.

(2)    DEBT SECURITIES

     Debt and equity securities have been classified in the balance sheets
     according to management's intent.

     Debt securities available for sale at December 31, 2000 and 1999 are
     summarized as follows:

<TABLE>
<CAPTION>
                                                        Gross        Gross
                                         Amortized   Unrealized   Unrealized       Fair
                                           Cost        Gains        Losses        Value
<S>                                     <C>          <C>          <C>           <C>
  December 31, 2000:

   U.S. government agency
   securities                            $1,199,436   $      -    $   35,075    $1,164,361
                                         =================================================

  December 31, 1999:

   U.S. government agency
   securities                            $1,198,468   $      -    $   85,271    $1,113,197
                                         =================================================
</TABLE>

The amortized cost and fair value of debt securities as of December 31, 2000
 by contractual maturity, are shown below.

<TABLE>
<CAPTION>
                                                               Securities Available for Sale
                                                                   Amortized        Fair
                                                                     Cost          Value
<S>                                                            <C>            <C>
 Due within one year                                            $  250,000    $  249,823
 Due after one year through five years                             250,000       249,194
 Due after five years through ten years                            100,000        97,844
 Due after ten years                                               599,436       567,500
                                                                ----------    ----------

                                                                $1,199,436    $1,164,361
                                                                ==========    ==========
</TABLE>

Gross losses of $25,000 were realized on sales of available for sale securities
during the year ended December 31, 1999.

                                     -20-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999

(3)  LOANS

     Loans receivable at December 31, 2000 and 1999 consisted of the following:

<TABLE>
<CAPTION>
                                                                          2000           1999
                                                                          ----           ----
<S>                                                                   <C>            <C>
      Real estate mortgage loans:
       One to four family residential                                 $21,167,882    $20,218,584
       Multi-family residential                                           484,280        506,568
       Commercial real estate                                           1,169,619        597,731
       Land                                                               828,171        510,116
       Residential construction                                         1,550,032      1,210,494
      Loan secured by savings accounts                                    152,283        263,437
      Commerical business                                                  45,244              -
      Consumer loans                                                    1,772,399      1,399,111
                                                                      --------------------------
                                                                       27,169,910     24,706,041
                                                                      --------------------------
      Less:
       Deferred loan origination fees, net                                 61,356         63,089
       Undisbursed portion of loans in process                            589,759        535,072
       Allowance for loan losses                                           60,006         53,635
                                                                      --------------------------
                                                                          711,121        651,796
                                                                      ==========================

        Loans receivable, net                                         $26,458,789    $24,054,245
                                                                      ==========================
</TABLE>

       An analysis of the allowance for loan losses is as follows:

<TABLE>
<CAPTION>
                                                                           2000           1999
                                                                           ----           ----
<S>                                                                   <C>            <C>
       Beginning balances                                             $    53,635    $    50,802
       Recoveries                                                           1,998            243
       Loans charged-off                                                   (7,877)        (3,410)
       Provision for loan losses                                           12,250          6,000
                                                                      --------------------------

       Ending balances                                                $    60,006    $    53,635
                                                                      ==========================
</TABLE>

     The Bank had no loans specifically classified as impaired at December 31,
     2000 and 1999.

     The Bank has entered into loan transactions with certain directors,
     officers, employees and their affiliates (related parties). In the opinion
     of management, such indebtedness was incurred in the ordinary course of
     business on substantially the same terms as those prevailing at the time
     for comparable transactions with other persons and does not involve more
     than normal risk of collectibility or present other unfavorable features.

     The following represents the aggregate activity for related party loans:

      Balance, December 31, 1999                         $ 355,367
      New loans                                             93,175
      Payments                                            (118,273)
                                                          --------

      Balance, December 31, 2000                         $ 330,269
                                                         =========

                                     -21-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999


(4)  PREMISES AND EQUIPMENT

     Premises and equipment consisted of the following:

                                             2000       1999
                                             ----       ----

     Land and land improvements            $141,000   $ 36,000
     Office building                        423,997    378,705
     Furniture, fixtures and equipment      248,971    161,826
                                           -------------------
                                            813,968    576,531
     Less accumulated depreciation          375,151    348,766
                                           -------------------

      Totals                               $438,817   $227,765
                                           ===================

(5)  DEPOSITS

     The aggregate amount of time deposit accounts with balances of $100,000 or
     more was approximately $3,068,000 and $2,912,000 at December 31, 2000 and
     1999, respectively.  Deposit account balances in excess of $100,000 are not
     federally insured.

     At December 31, 2000, scheduled maturities of time deposits were as
     follows:

        Year ending December 31:

         2001                                $ 8,411,684
         2002                                  5,242,249
         2003                                  2,408,488
         2004                                  1,100,149
         2005 and thereafter                     428,317
                                             -----------
           Total                             $17,590,887
                                             ===========

     The Bank held deposits of approximately $797,000 and $548,000 for related
     parties at December 31, 2000 and 1999, respectively.


     Interest expense on deposits is summarized as follows:

                                                          2000       1999
                                                          ----       ----

     Savings and interest-bearing demand deposits     $  101,908   $131,100
     Time deposits                                       972,651    850,059
                                                      ---------------------

      Totals                                          $1,074,559   $981,159
                                                      =====================

(6)  ADVANCES FROM FEDERAL HOME LOAN BANK

     At December 31, 2000 and 1999, advances from the Federal Home Loan Bank
     were as follows:

                                                           2000         1999
                                                           ----         ----
      5.88% advance maturing June 26, 2000              $        -   $1,000,000
      6.83% advance maturing March 25, 2001                500,000            -
      6.36% advance maturing October 1, 2001             1,000,000    1,000,000
      7.11% advance maturing April 14, 2003              1,000,000            -
                                                        ----------   ----------

      Totals                                            $2,500,000   $2,000,000
                                                        ==========   ==========

                                     -22-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999


(6 - continued)

     The advances from the Federal Home Loan Bank of Indianapolis are secured
     under a blanket collateral agreement.  At December 31, 2000, eligible
     collateral pledged as collateral under this agreement included residential
     mortgage loans with a carrying value of $17,754,236 and available for sale
     securities with a carrying value of $1,164,361.

(7)  STOCK-BASED COMPENSATION PLANS

     The Company applies APB 25 and related interpretations in accounting for
     its stock-based compensation plans.  In accordance with SFAS 123, the
     Company elected to continue to apply the provisions of APB 25.  However,
     pro forma disclosures as if the Company adopted the compensation cost
     recognition provisions of SFAS 123, are presented along with a summary of
     the plans and awards.

     Stock Options

     The Company's stock option plan provides for the granting of incentive and
     nonqualified stock options at exercise prices not less than the fair market
     value of the common stock on the date of grant.  All options granted under
     the plan shall become vested and exercisable at the rate determined by the
     Board of Directors at the date of grant.  Options granted under the plan
     expire not more than ten years after the date of grant.  Payment of the
     option price may be in cash or shares of common stock at fair market value
     on the exercise date.  Non-employee directors are eligible to receive only
     nonqualified stock options.

     There were no stock options granted, exercised, or forfeited during the
     year ended December 31, 2000.

     The following is a summary of the stock options as of December 31, 2000 and
     1999 and the changes for the years then ended:

<TABLE>
<CAPTION>
                                                  2000                    1999
                                         ---------------------   ----------------------
                                                      Weighted                 Weighted
                                                       Average                  Average
                                            Number    Exercise       Number    Exercise
                                         of Shares       Price    of Shares       Price
<S>                                      <C>          <C>         <C>          <C>
     Outstanding at beginning of year       31,734      $10.00            -      $    -
     Granted                                     -           -       31,734       10.00
     Exercised                                   -           -            -           -
     Forfeited                                   -           -            -           -
                                            ------                ---------

     Outstanding at end of year             31,734      $10.00       31,734      $10.00
                                            ======                =========

     Exercisable at end of year             31,734      $10.00       21,816      $10.00
                                            ======                =========
</TABLE>

     For options outstanding at December 31, 2000, the weighted average
     remaining contractual life of the options was 8.5 years.

     For purposes of providing the pro forma disclosures required under SFAS
     123, the fair value of stock options granted for the year ended December
     31, 1999 was estimated at the date of grant using the Black-Scholes option
     pricing model.  The Black-Scholes option pricing model was originally
     developed for use in estimating the fair value of traded options which have
     different characteristics from the Company's employee stock options and
     require the use of highly subjective assumptions which can materially
     affect the fair value estimate.  As a result, management believes the
     Black-Scholes model may not necessarily provide a reliable measure of the
     fair value of employee stock options.

                                     -23-
<PAGE>

                       PCB HOLDING COMPANY AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 2000 AND 1999

(7 - continued)

     The following assumptions were used for grants during the year ended
     December 31, 1999:

     Expected dividend yield                       1.59%
     Risk-free interest rate                       5.70%
     Expected volatility                           4.22%
     Expected life options                        10 years
     Weighted average fair value at grant date    $  2.88

     Had compensation cost for the stock-based compensation plan been determined
     in accordance with the fair value based accounting method provided by SFAS
     123, the net income and net income per common share for the year ended
     December 31, 2000 and 1999 would have been as follows:

                                                   2000    1999
                                                  -----   -----
     (In thousands, except per share amounts)

     Pro forma net income                         $ 115   $  87
     Pro forma net income per share:
      Basic                                       $0.30   $0.22
      Diluted                                     $0.30   $0.22


     Restricted Stock Compensation Plan

     The Company established a restricted stock compensation plan as an
     encouragement for directors, officers and key employees to remain in the
     employment or service of the Company.  The shares granted under the plan
     are in the form of restricted stock vesting over a five-year period
     beginning with the date of grant of the award.  Since the stock issued is
     held in escrow by the Company before some or all of the services are
     performed, unearned compensation is recorded as a reduction of
     stockholder's equity.  Compensation expense is recognized pro rata over the
     period during which the shares are earned.  The maximum number of common
     shares available for issuance under the plan is 15,870 shares, all of which
     were awarded in 1999.  The terms of the restricted stock compensation plan
     included a provision whereby all unearned shares become fully vested upon a
     change in control.  Compensation expense recognized for the years ended
     December 31, 2000 and 1999 was $31,740 and $14,548, respectively.

(8)  INCOME TAXES

     The components of income tax expense were as follows:

                                                2000         1999
                                             -------     --------

     Current                                 $80,176     $ 91,183
     Deferred                                 (4,381)     (11,094)
                                             --------------------

      Totals                                 $75,795     $ 80,089
                                             ====================

                                     -24-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 2000 AND 1999

(8 - continued)

     Significant components of the Bank's deferred tax assets and liabilities as
     of December 31, 2000 and 1999 were as follows:

                                                              2000       1999
                                                              ----       ----
     Deferred tax assets (liabilities):
      Deferred loan fees and costs                        $ 19,525   $ 19,877
      Allowance for loan losses                             22,915     21,246
      Unrealized loss on securities available for sale      13,893     33,776
      Stock compensation plan                                5,730      5,762
      Cumulative effect of change to the accrual basis
       of accounting for tax reporting                      (9,152)   (18,407)
      Depreciation                                         (21,221)   (15,062)
                                                            -----------------

       Net deferred tax asset                             $ 31,690   $ 47,192
                                                            =================

     The reconciliation of income tax expense with the amount which would have
     been provided at the federal statutory rate of 34 percent follows:

                                                              2000       1999
                                                              ----       ----

     Provision at federal statutory tax rate              $70,738    $69,770
     State income tax-net of federal tax benefit           10,999     14,269
     Effect of federal graduated rates                     (4,221)    (5,137)
     Other                                                 (1,721)     1,187
                                                          ------------------

      Totals                                              $75,795    $80,089
                                                          ==================

      Effective tax rate                                     36.4%      39.0%
                                                          ==================

     Prior to January 1, 1996, the Bank was permitted by the Internal Revenue
     Code to deduct from taxable income an annual addition to a statutory bad
     debt reserve subject to certain limitations.  Retained earnings at December
     31, 2000 include approximately $695,000 of cumulative deductions for which
     no deferred federal income tax liability has been recorded.  Reduction of
     these reserves for purposes other than tax bad debt losses or adjustments
     arising from carryback of net operating losses would create income for tax
     purposes subject to the then current corporate income tax rate.  The
     unrecorded deferred liability on these amounts was approximately $236,000
     at December 31, 2000.

     Federal legislation repealed the reserve method of accounting for bad debts
     by qualified thrift institutions for tax years beginning after December 31,
     1995.  As a result, the Bank will no longer be able to calculate the annual
     addition to the statutory bad debt reserve using the percentage-of-taxable-
     income.  Instead, the Bank will be required to compute its federal tax bad
     debt deduction based on actual loss experience over a period of years.  The
     legislation requires the Bank to recapture into taxable income over a six-
     year period its post-1987 additions to the statutory bad debt reserve,
     thereby generating additional tax liability.  The recapture may be
     suspended for up to two years, if during those years the Bank satisfies a
     residential loan requirement.  The Bank has no post-1987 reserves subject
     to recapture.

     The legislation also provided that the Bank will not be required to
     recapture its pre-1988 statutory bad debt reserves if it ceases to meet the
     qualifying thrift definitional tests and if the Bank continues to qualify
     as a "bank" under existing provisions of the Internal Revenue Code.

                                     -25-
<PAGE>

                       PCB HOLDING COMPANY AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 2000 AND 1999


(9)  EMPLOYEE BENEFIT PLANS

     The Bank has a qualified contributory defined benefit plan that allows
     participating employees to make tax-deferred contributions under Internal
     Revenue Code Section 401(k).

     The Bank also has a qualified defined contribution money-purchase plan
     available to all eligible employees.  Contributions to the plan are based
     on a formula set forth in the plan documents.

     The Bank made contributions to these plans of $32,455 and $31,337 for 2000
     and 1999, respectively.

(10) CONCENTRATIONS OF CREDIT RISK

     At December 31, 2000, the Bank had a concentration of credit risk with a
     correspondence bank in excess of the federal deposit insurance limit in the
     amount of $303,000.

(11) COMMITMENTS AND CONTINGENCIES

     In the normal course of business, there are outstanding various commitments
     and contingent liabilities, such as commitments to extend credit and legal
     claims, which are not reflected in the financial statements.

<TABLE>
<CAPTION>
                                                                    2000       1999
                                                                    ----       ----
<S>                                                           <C>          <C>
     Mortgage loans:
      Variable rate                                           $   63,000   $324,000
      Fixed rate                                                 383,000     28,000
      Fixed rate commercial real estate loans                     35,000          -
     Undisbursed home improvement loans in process               556,115     87,340
     Undisbursed portion of construction loans in process         33,643    447,741
                                                              ---------------------

      Total commitments to extend credit                      $1,070,758   $887,081
                                                              =====================
</TABLE>

(12) FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

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

     The Bank's exposure to credit loss in the event of nonperformance by the
     other party to the financial instruments for commitments to extend credit
     and standby letters of credit is represented by the contractual notional
     amount of those instruments (see Note 11).  The Bank uses the same credit
     policies in making commitments and conditional obligations as it does for
     on-balance-sheet instruments.

     Commitments to extend credit are agreements to lend to a customer as long
     as there is no violation of any condition established in the contract.
     Commitments generally have fixed expiration dates or other termination
     clauses and may require payment of a fee.  Since many of the commitments
     are expected to expire without being drawn upon, the total commitment
     amounts do not necessarily represent future cash requirements.  The Bank
     evaluates each customer's creditworthiness on a case-by-case basis.  The
     amount and type of collateral obtained, if deemed necessary by the Bank
     upon extension of credit, varies and is based on management's credit
     evaluation of the counterparty.

                                     -26-
<PAGE>

                       PCB HOLDING COMPANY AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 2000 AND 1999

(12 - continued)

     Standby letters of credit are conditional commitments issued by the Bank to
     guarantee the performance of a customer to a third party.  Standby letters
     of credit generally have fixed expiration dates or other termination
     clauses and may require payment of a fee.  The credit risk involved in
     issuing letters of credit is essentially the same as that involved in
     extending loan facilities to customers.  The Bank's policy for obtaining
     collateral, and the nature of such collateral, is essentially the same as
     that involved in making commitments to extend credit.

     The Bank has not been required to perform on any financial guarantees
     during the past two years.  The Bank has not incurred any losses on its
     commitments in either 2000 or 1999.

(13) STOCKHOLDERS' EQUITY

     Conversion and Offering

     As part of the conversion completed on July 1, 1998, the Bank became a
     wholly-owned subsidiary of the Company which offered common stock to
     certain current and former deposit and borrower customers of the Bank in a
     subscription offering.  The Company issued 396,750 shares of common stock
     with gross proceeds of $3,967,500 as a result of the offering.  Total
     expenses in connection with the conversion and offering amounted to
     $307,616 and were charged against the gross offering proceeds.

     Liquidation Account

     Upon completion of its conversion from mutual to stock form, the Bank
     established a liquidation account in an amount equal to its retained
     earnings at December 31, 1997 totaling $2,091,519.  The liquidation account
     will be maintained for the benefit of depositors as of December 31, 1996
     eligibility record date (or the March 31, 1998 supplemental eligibility
     record date) who maintain their deposits in the Bank after conversion.

     In the event of complete liquidation, and only in such an event, each
     eligible depositor will be entitled to receive a liquidation distribution
     from the liquidation account in the proportionate amount of the then
     current adjusted balance for deposits held, before any liquidation
     distribution may be made with respect to the stockholders.  Except for the
     repurchase of stock and payment of dividends by the Bank, the existence of
     the liquidation account does not restrict the use or application of
     retained earnings of the Bank.

     Dividends

     The payment of dividends by the Bank is subject to regulation by The Office
     of Thrift Supervision (OTS).  The Bank may not declare or pay a cash
     dividend or repurchase any of its capital stock if the effect thereof would
     cause the retained earnings of the Bank to be reduced below regulatory
     capital requirements imposed by the OTS.

(14) REGULATORY MATTERS

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

                                     -27-
<PAGE>

                       PCB HOLDING COMPANY AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 2000 AND 1999

(14 - continued)

     Quantitative measures established by regulation to ensure capital adequacy
     require the Bank to maintain minimum amounts and ratios (set forth in the
     table below) of tangible capital to adjusted total assets (as defined),
     Tier I (core) capital (as defined) to adjusted total assets, Tier I capital
     to risk-weighted assets (as defined), and of total risk-based capital (as
     defined) to risk-weighted assets.  Management believes, as of December 31,
     2000, the Bank meets all capital adequacy requirements to which it is
     subject.

     As of December 31, 2000, the most recent notification from the OTS
     categorized the Bank as well capitalized under the regulatory framework for
     prompt corrective action.  To be categorized as well capitalized, the Bank
     must maintain minimum total risk-based, Tier I risk-based, and Tier I
     leverage ratios as set forth in the table below.  There are no conditions
     or events since that notification that management believes have changed the
     Bank's categories.

     The Bank's actual capital amounts and ratios are also presented in the
     table.  No amount was deducted from capital for interest-rate risk in
     either year.

<TABLE>
<CAPTION>
                                                                             Minimum To Be Well
                                                                              Capitalized Under
                                                       Minimum For Capital    Prompt Corrective
                                          Actual       Adequacy Purposes:    Actions Provisions:
     (Dollars in thousands)           Amount   Ratio     Amount     Ratio      Amount     Ratio
     <S>                             <C>       <C>     <C>         <C>       <C>         <C>
     As of December 31, 2000:
      Total equity capital and
       ratio to total assets          $ 4,332   14.3%
      Adjustments to equity
       capital                             21
                                      -------

      Tangible capital and ratio
       to adjusted total
       assets                         $ 4,353   14.3%    $    455      1.5%
                                        =====                 ===

      Tier I (core) capital and
       ratio to adjusted total
       assets                         $ 4,353   14.3%    $  1,214      4.0%    $  1,517      5.0%
                                        =====               =====                 =====

      Tier I capital and ratio
       to risk-weighted assets        $ 4,353   25.3%                          $  1,035      6.0%
                                                                                  =====

      Allowance for loan losses            60
                                      -------

      Total risk-based capital
       and ratio to risk-weighted
       assets                         $ 4,413   25.6%    $  1,379      8.0%    $  1,724     10.0%
                                        =====               =====                 =====

      Total assets                    $30,318
                                       ======

      Adjusted total assets           $30,339
                                       ======

      Risk-weighted assets            $17,242
                                       ======
</TABLE>

                                     -28-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999

(14 - continued)

<TABLE>
<CAPTION>
                                                                               Minimum To Be Well
                                                                                Capitalized Under
                                                         Minimum For Capital    Prompt Corrective
                                            Actual        Adequacy Purposes:   Actions Provisions:
     (Dollars in thousands)            Amount    Ratio    Amount     Ratio      Amount     Ratio
     <S>                              <C>       <C>     <C>        <C>         <C>         <C>
      As of December 31, 1999:
       Total equity capital and
        ratio to total assets          $ 4,140   14.6%
       Adjustments to equity
        capital                             51
                                       -------

       Tangible capital and ratio
        to adjusted total assets       $ 4,191   14.7%     $  426      1.5%
                                         =====              =====

       Tier I (core) capital and
        ratio to adjusted total
        assets                         $ 4,191   14.7%     $1,137      4.0%       $1,421     5.0%
                                         =====              =====                  =====

       Tier I capital and ratio
        to risk-weighted
        assets                         $ 4,191   24.8%                            $1,015     6.0%
                                                                                   =====

       Allowance for loan losses            54
                                       -------

       Total risk-based capital
        and ratio to risk-weighted
        assets                         $ 4,245   25.1%     $1,353      8.0%       $1,692    10.0%
                                         =====              =====                  =====

       Total assets                    $28,369
                                        ======

       Adjusted total assets           $28,420
                                        ======

       Risk-weighted assets            $16,916
                                        ======
</TABLE>

(15) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                                                      2000             1999
                                                      ----             ----

     Cash payments for:
      Interest                                     $1,237,395        $1,022,681
      Taxes                                           115,409            92,752

     Noncash investing activity:
      Transfers from loans to real estate
       acquired through foreclosure                    52,992                 -

     Noncash financing activity:
      Issuance of common stock for stock-based
       compensation plan                                    -           158,700

                                     -29-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999


(16) SUPPLEMENTAL DISCLOSURE FOR EARNINGS PER SHARE

                                                             2000       1999
                                                             ----       ----

     Basic:
      Net income                                           $132,258   $ 125,117
                                                           ========   =========

      Shares:
       Weighted average common shares outstanding           377,829     396,750
                                                           ========   =========

       Net income per common share, basic                  $   0.35   $    0.32
                                                           ========   =========

      Diluted:
       Net income                                          $132,258   $125, 117
                                                           ========   =========

       Shares:
        Weighted average common shares outstanding          377,826     396,750
        Add: Dilutive effect of outstanding options           2,553           -
        Add: Dilutive effect of restricted share awards       1,559         686
                                                           --------   ---------
        Weighted average common shares
         outstanding, as adjusted                           381,938     397,436
                                                           ========   =========

         Net income per common share, diluted              $   0.35   $    0.31
                                                           ========   =========

(17) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying value and estimated fair value of financial instruments at
     December 31 are as follows:

<TABLE>
<CAPTION>
                                                                      2000                  1999
                                                                      ----                  ----
                                                                Carrying    Fair      Carrying    Fair
                                                                 Value      Value      Value      Value
                                                                             (In thousands)
      <S>                                                       <C>        <C>        <C>        <C>
      Financial assets:
       Cash and due from banks                                  $   163    $   163    $   230    $   230
       Interest-bearing deposits with banks                       1,613      1,613      2,309      2,309
       Securities available for sale                              1,164      1,164      1,113      1,113
       Loans, net                                                26,459     26,448     24,054     23,768
       Federal Home Loan Bank stock                                 207        207        196        196

      Financial liabilities:
       Deposits                                                  22,098     22,130     20,464     20,328
       Advances from Federal Home Loan
        Bank                                                      2,500      2,528      2,000      1,991

      Unrecognized credit related
       financial instruments:
       Liability for commitments to extend credit                     -        113          -         13
</TABLE>

                                     -30-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999

(17 - continued)

     The following methods and assumptions were used to estimate the fair value
     of each class of financial instrument for which it is practicable to
     estimate that value:

     Cash and Short-Term Investments

     For cash and short-term investments, including cash and due from banks and
     interest bearing deposits with banks, the carrying value is a reasonable
     estimate of fair value.

     Debt and Equity Securities

     For debt securities, the fair values are based on quoted market prices.
     For restricted equity securities held for investment, the carrying amount
     is a reasonable estimate of fair value.

     Loans

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

     Deposits

     The fair value of savings and demand deposits is the amount payable on
     demand at the balance sheet date.  The fair value of fixed-maturity
     certificates of deposits is estimated by discounting the future cash flows
     using the rates currently offered for deposits of similar remaining
     maturities.

     Commitments to Extend Credit

     The majority of commitments to extend credit would result in loans with a
     market rate of interest if funded.  The  value of these commitments are the
     fees that would be charged to customers to enter into similar agreements.
     For fixed rate loan commitments, the fair value also considers the
     difference between current levels of interest rates and the committed
     rates.

(18) PARENT COMPANY CONDENSED FINANCIAL INFORMATION

     Condensed financial information for PCB Holding Company (parent company
     only) for the years ended December 31, 2000 and 1999 follows:


                                Balance Sheets

                                (In thousands)

<TABLE>
<CAPTION>
                                                   2000     1999
                                                   ----     ----
<S>                                               <C>      <C>
Assets:
 Cash on deposit with subsidiary bank             $1,318   $1,683
 Investment in bank subsidiary                     4,332    4,140
 Other assets                                         28       11
                                                  ------   ------
                                                  $5,678   $5,834
                                                  ======   ======

Stockholders' equity                              $5,678   $5,834
                                                  ======   ======
</TABLE>

                                     -31-
<PAGE>

                      PCB HOLDING COMPANY AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                          DECEMBER 31, 2000 AND 1999


(18 - continued)

                             Statements of Income


                                                              2000      1999
                                                              ----      ----
                                (In thousands)

     Interest income                                         $   29    $   36
     Other operating expenses                                    80        69
                                                             ------    ------

      Loss before income taxes and equity in
       undistributed net income of subsidiary                   (51)      (33)

      Income tax benefit                                        (21)      (13)
                                                             ------    ------

      Loss before equity in undistributed net
       income of subsidiary                                     (30)      (20)
      Equity in undistributed net income of subsidiary          162       145
                                                             ------    ------

        Net income                                           $  132    $  125
                                                             ======    ======


                           Statements of Cash Flows

                                (In thousands)

     Net income                                              $  132    $  125
     Adjustments to reconcile net income to cash
      provided by operating activities:
       Stock compensation expense                                32        14
       Equity in undistributed net income of subsidiary        (162)     (145)
       Increase in other assets                                 (17)      (15)
                                                             ------    ------
     Net cash used by operating activities                      (15)      (21)
                                                             ------    ------

     Financing Activities:
      Purchase of treasury stock                               (273)      (49)
      Cash dividends paid                                       (77)      (64)
                                                             ------    ------
      Net cash used by financing activities                    (350)     (113)
                                                             ------    ------

      Net decrease in cash                                     (365)     (134)

      Cash at beginning of year                               1,683     1,817
                                                             ------    ------

      Cash at end of year                                    $1,318    $1,683
                                                             ======    ======


                                     -32-
<PAGE>

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

                          BOARD OF DIRECTORS/OFFICERS

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

<TABLE>
Directors

<S>                                                   <C>
David L. Lasher                                       Daniel P. Lutgring
  Executive Vice President of Perry County Spencer     Co-owner of Lutgring Bros., Inc.
  Rural Telephone


Howard L. Traphagen                                   Mark L. Ress
 Retired businessman                                   President of Fredericks Sheet Metal


James G. Tyler                                        Carl D. Smith
 Practicing attorney in Tell City, Indiana             President and Chief Executive Officer

Executive Officers

Carl D. Smith
 President and Chief Executive Officer

Clarke A. Blackford
 Vice-President and Treasurer
</TABLE>

                                     -33-
<PAGE>

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

                             CORPORATE INFORMATION

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

General Counsel                               Independent Auditors

James G. Tyler                                Monroe Shine & Co., Inc.
717 Jefferson Street                          222 East Market Street
P. O. Box 456                                 P. O. Box 1407
Tell City, Indiana  47586                     New Albany, Indiana  47151-1407

Special Counsel                               Transfer Agent

Muldoon Murphy & Faucette LLP                 Registrar and Transfer Company
5101 Wisconsin Ave., N.W.                     10 Commerce Drive
Washington, DC  20016                         Crawford, New Jersey  07016

Common Shares

The common shares of the Company are traded on the over-the-counter market
through the OTC-Bulletin Board under the symbol "PCBH.OB."  As of December 31,
2000, the Company has 247 stockholders of record and 382,910 common shares
outstanding.  This does not reflect the number of persons whose shares are in
nominee or "street" name accounts through brokers.

Quarterly market price (where available) and dividend information per common
share for 2000 and 1999 is provided below.  Quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

                                                             Market price
                           High        Low        Dividends  end of period

     2000:
       First Quarter      $11.50     $10.38        $   -         $10.38
       Second Quarter      13.00      10.25         0.10          11.13
       Third Quarter       11.38      10.63            -          11.38
       Fourth Quarter      11.38      10.88         0.10          11.00

     1999:
       First Quarter         N/A        N/A        $   -         $10.00
       Second Quarter        N/A        N/A         0.08          10.00
       Third Quarter         N/A        N/A            -           9.75
       Fourth Quarter      10.50       9.75         0.08          10.50


Annual Meeting

The Annual Meeting of Stockholders will be held at 10:00 a.m., Monday, April 23,
2001, at the Hoosier Heights County Club, Highway 237, Tell City,  Indiana.

General Inquiries and Reports

The Company is required to file an Annual Report on Form 10-KSB for its fiscal
year ended December 31, 2000 with the Securities and Exchange Commission.
Copies of this annual report and the Company's quarterly reports on Form 10-QSB
may be obtained without charge by contacting:

Carl D. Smith
President and Chief Executive Officer
PCB Holding Company
819 Main Street
Tell City, Indiana  47586     (812) 547-7094

The Company's Annual Report and Quarterly Reports are also available through the
Securities and Exchange Commission's internet website (www.sec.gov).

                                     -34-