<PAGE>   1
                                                                    EXHIBIT 13.1




                           [AMERICAN BANCORP LOGO]

                              1996 ANNUAL REPORT
                            AMERICAN BANCORP, INC.
                             POST OFFICE BOX 1579
                          OPELOUSAS, LOUISIANA 70570
<PAGE>   2


NATURE OF BUSINESS

     American Bancorp, Inc. is a one-bank holding company whose sole subsidiary
is American Bank and Trust Company, a commercial bank whose general business is
that of providing banking services to the Opelousas, Louisiana area. The Bank
serves the needs of the area through 46 employees at six banking locations. The
main office is located at the corner of Landry Street and Union Street in
Opelousas. Branch banking-offices are located in the parish of St. Landry in
the communities of Lawtell, Krotz Springs, Port Barre and an office on Creswell
Lane in South Opelousas. In addition, the Bank has a branch located on Moss
Street, in Lafayette, Louisiana.

MARKET PRICE AND DIVIDENDS DECLARED
<TABLE>
<CAPTION>

                                                DIVIDENDS
YEAR           QUARTER      HIGH      LOW       PER SHARE
----           -------      ----      ---       ---------
<S>           <C>          <C>      <C>        <C>
1996           First       $ 25      $ 20       $    --
               Second        20         6            --
               Third         25        20            --
               Fourth        25        20          1.00

1995           First       $ 25      $ 20       $    --
               Second        25        20            --
               Third         25        20            --
               Fourth        25        20           .85
</TABLE>

Note: The primary market area for American Bancorp, Inc.'s common stock is the
Opelousas, Louisiana area with American Bank and Trust Company acting as
registrar and transfer agent. There were approximately 578 shareholders of
record at December 31, 1996.

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

ANNUAL SHAREHOLDERS' MEETING

     The annual meeting of the shareholders of American Bancorp, Inc. will be
held on April 9, 1997 in the Board of Directors Room at the Operations Center
located at 328 East Landry Street, Opelousas, Louisiana.

FORM 10-K ANNUAL REPORT

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




                                      -1-




<PAGE>   3

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

<TABLE>
<CAPTION>

                                                                1996            1995           1994
                                                             ---------       ---------       --------
<S>                                                          <C>             <C>             <C>
FOR THE YEAR

     Net income .......................................      $   1,038       $     963       $     962

     Return on average shareholders' equity ...........          14.32%          15.46%          17.96%

     Return on average total assets ...................           1.70%           1.64%           1.75%


AT YEAR END

     Total assets .....................................      $  67,254       $  63,070       $  65,141

     Total earning assets .............................      $  60,666       $  55,080       $  55,190

     Total loans ......................................      $  28,311       $  26,390       $  27,053

     Total deposits ...................................      $  59,367       $  55,655       $  59,230

     Total shareholders' equity .......................      $   7,656       $   6,785       $   5,818

     Common shares outstanding ........................        120,000         120,000         120,000


PER SHARE

     Net income .......................................      $    8.65       $    8.03       $    8.02

     Book value .......................................      $   63.80       $   56.55       $   48.49

     Cash dividends declared ..........................      $    1.00       $     .85       $     .65


CAPITAL RATIOS

     Total risk-based capital ratio ...................          24.48%          23.17%          19.76%

     Leverage ratio ...................................          12.44%          11.36%          10.38%
</TABLE>




                                      -2-


<PAGE>   4

                                C O N T E N T S


                                                                       PAGE

Financial Summary .................................................... 2


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

Management's Discussion and Analysis of Financial
   Condition and Results of Operations ............................... 5 - 27

Independent Auditors' Report ......................................... 28

Consolidated balance sheets .......................................... 29 and 30

Consolidated statements of income .................................... 31

Consolidated statements of changes in shareholders' equity ........... 33 and 34

Consolidated statements of cash flows ................................ 35 and 36

Notes to consolidated financial statements ........................... 37 - 55

Officers and directors of American Bank and Trust Company ............ 56

Officers and directors of American Bancorp, Inc. ..................... 57





                                      -3-

<PAGE>   5



                              TO THE SHAREHOLDERS

     Fiscal year 1996 was an impressive year for American Bancorp, Inc. and
American Bank & Trust Co., it's sole subsidiary. Net income surpassed last
year's results as well as that of many previous years.

     For the year, net earnings were $1,038,309 or $8.65 per share. Return on
average assets for 1996 was 1.70% and return on average equity was 14.32%.

     We were fortunate to obtain all of our goals during 1996. American
Bancorp's average assets for the year were $61,012,000 an increase of 3.88%
over 1995. The company's leverage capital ratio increased to 12.44% from
11.36%. The Board of Directors raised the company's cash dividend to $1.00 per
share in 1996 representing an increase of 100% over the 1993 dividend.

     The Bank also has a 7% increase in loan volume during the year. Loan
quality remained good with net charged off loans of only $9,783 with a reserve
for loan losses at year end in the amount of $614,339.

     In keeping up with the latest in technology, the company added two new
electronic banking services during the year. American Advantage, our 24 hour
telephone banking service, is now serving our customers around the clock 365
days of the year. We have also added a cash management service for our
corporate customers through means of electronic payroll and billing. We plan to
continue offering our customers the most recent products and services
technology has developed.

     We enter the new year with the same principles in mind of setting goals
for the company, conducting business in a safe and sound manner, and increasing
shareholder value. The continued support of the shareholders, customers, and
employees of the bank, will ensure our continued success.


/s/ SALVADOR L. DIESI, SR.                      
---------------------------------------------   
Salvador L. Diesi, Sr., Chairman of the Board   
          and President



/s/ RONALD J. LASHUTE                        
----------------------------------------------
Ronald J. Lashute, Chief Executive Officer and
         Executive Vice-President          
     
                                                                      


                                      -4-


<PAGE>   6
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


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

<TABLE>
<CAPTION>  

                                                                            YEAR ENDED DECEMBER 31,
                                                 --------------------------------------------------------------------------------
                                                      1996             1995           1994              1993             1992
                                                 ------------      -----------      -----------      -----------      -----------
<S>                                              <C>               <C>              <C>              <C>              <C>
Operating Data:
      Net interest income ...................     $     2,976      $     3,065      $     2,567      $     2,442      $     2,450
      Provision for possible loan
         losses .............................            --               --                 12               36               36
      Net income ............................           1,038              963              962              725              809

Per share data:
      Weighted average number of
         shares outstanding .................         120,000          120,000          120,000          120,000          120,000
      Net income ............................     $      8.65      $      8.03      $      8.02      $      6.04      $      6.75
      Cash dividends declared ...............            1.00              .85              .65              .50             --
      Book value at end of year .............           63.80            56.55            48.49            41.12            35.58

Balance sheet totals:
      Average assets ........................     $    61,012      $    58,733      $    54,863      $    52,937      $    52,461
      Average shareholders' equity ..........           7,251            6,230            5,356            4,599            3,852

Relationship between significant financial 
      ratios:
         Percentage of net income
            to average total assets .........            1.70%            1.64%            1.75%            1.37%            1.54%
         Percentage of net income
            to average shareholders'
            equity ..........................           14.32%           15.46%           17.96%           15.76%           21.01%
         Percentage of dividends
            declared per common share
            to net income per common
            share ...........................           11.56%           10.59%            8.10%            8.28%             .00%
         Percentage of average share-
            holders' equity to average
            total assets ....................           11.88%           10.60%            9.76%            8.69%            7.34%
      Tier 1 risk-based capital ratio .......           23.23%           21.92%           18.51%           17.96%           15.89%
      Total risk-based capital ratio ........           24.48%           23.17%           19.76%           19.21%           17.14%
      Leverage ratio ........................           12.44%           11.36%           10.38%            9.31%            8.13%

</TABLE>


                                      -5-

<PAGE>   7


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


OVERVIEW

     The Company reported net income of $1,038,309 in 1996 compared to $963,456
in 1995 and $962,484 in 1994. Interest income has increased over the last three
years. The primary increase has been in interest income on loans and investment
securities. The interest on these items increased $107,243 in 1996 and $710,376
in 1995. Interest expense also increased in 1996. The increase for 1996 was
$171,750 and an increase of $210,831 from 1994 to 1995. The most significant
change on the income statement was in provision for income taxes. The Company
had been in the position of having net operating losses available for
carryfoward. All such losses were realized in 1994 and, consequently, the
Company went from a tax benefit to a tax expense in 1995 and 1996. The tax
benefit in 1994 was $56,432 while the tax provision for 1995 was $449,793 and
for 1996 it was $335,198.

     Average total assets continue to increase. These assets have grown 7.1%
and 3.9% in 1995 and 1996, respectively. This increase is a result of a steady
growth of non-interest bearing demand deposits in 1995 and time deposits in
1996. Non-interest bearing demand deposits increased $2,213,000 in 1995 or
16.4% and a slight decrease of $177,000 in 1996 or 1.13%. Time deposits
increased $1,682,000 or 10.5% in 1996 over the 1995 amounts.

     The year end balance sheet reflects an increase of $1,921,243 or 7.3% in
loans due to an increase in loan demand. In addition, total deposits increased
$3,711,915 or 6.67% in comparing 1996 to 1995. These increases are related to
improved financial results of the market areas served by the Bank. For the same
period, there was an increase of $870,895 in stockholders' equity.

STATEMENT OF INCOME ANALYSIS

     Net interest income on a taxable-equivalent basis was $3.05 million in
1996, a decrease of $.04 million, or 1.3% compared to 1995. In 1994, net
interest income was $2.5 million, an increase of $.139 million, or 5.8% over
the prior year. The net interest margin for 1996 was 5.49% compared to 5.79% in
1995 and 5.09% for 1994. Table 1 summarizes average balances, income and
average yields on earning assets and expense and average rates paid on interest
bearing liabilities. Table 2 analyzes the change in net interest income for the
two most recent annual intervals.

     The increase in the average balances of loans and securities available for
sale had a positive effect on the net interest margin. However, this effect was
partially negated by the decrease in average rates earned on these assets. The
increase in the average balance as well as an increase in the average rate paid
on time deposits also had a significant impact on the decrease in the net
interest margin from 1995 to 1996. The decrease in the average rate of $.091
million on earning assets and the increase of $.093 million in interest
expenses negatively impacted the Company's net interest income.




                                      -6-

<PAGE>   8


PROVISION FOR POSSIBLE LOAN LOSSES. The provision for possible loan losses was
$-0- in 1995 and 1996, and $12,000 in 1994. As a percentage of outstanding
loans, the allowance for possible loans losses was 2.12%. 2.31% and 2.22% at
December 31, 1996, 1995 and 1994, respectively. The annual provision is
determined by the level of net charge offs, the size of the loan portfolio, the
level of nonperforming loans, anticipated economic conditions, and review of
financial condition of specific customers.

NON-INTEREST INCOME. There have been immaterial variances in most non-interest
income accounts for the three year period ended 1996. The Bank's management
realizes that non-interest income will become increasingly important as
deregulation continues to impact the net interest margin; therefore, we are
continuously evaluating new opportunities for fee revenues through proper
pricing of services and the development of new sources of non-interest revenue.

NON-INTEREST EXPENSE. In comparing 1996 to 1995, there were immaterial
variances resulting in a reduction in other expense of $59,407 due primarily to
a reduction in FDIC assessments. The other categories in non-interest expense
experienced normal variation between 1996, 1995 and 1994.

INCOME TAXES. The Company recorded income tax expense of $335,198 in 1996 as
compared to an expense of $449,793 in 1995. Effective January 1, 1992, the
Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Due to limitations related to the valuation of
deferred tax assets, there was no cumulative effect adjustment at adoption.
During 1994, the Bank recorded a deferred tax benefit equal to its deferred tax
asset. The Bank's net deferred tax asset at December 31, 1994 was fully
supported by the Bank's carryback potential, plus one year of future expected
earnings. At December 1996, the valuation reserve was removed resulting in a
reduction in income tax expense of $61,938.

     This change in accounting principle enabled the Company to more clearly
reflect the impact of net operating loss carryforwards on results of
operations. Previously, these tax benefits were required to be reported as
extraordinary income. The only income tax expense paid for 1994 was related to
alternative minimum tax calculations.


BALANCE SHEET AND CAPITAL FUNDS ANALYSIS

     Investment securities are a major use of funds by the Bank. The balance at
December 31, 1995 was $24,188,809 which represented a $2,543,269 or 11.75%
increase from the $21,645,540 balance outstanding at December 31, 1995.
Investment securities serve several purposes. A portion of investment
securities provides liquidity or secondary reserves, which management can use
if necessary to meet loan demand or deposit withdrawals. Investment securities,
especially obligations of state and political subdivisions, provide for
schools, road construction, sewers, and various other projects. The Bank
invests a portion of these funds in the market area as a service to the
community in which it operates. The remainder of these funds is invested in
obligations of the United States Government or its agencies. It is management's
policy to minimize risk in investments and provide liquidity by investing in
short-term maturities with quality ratings. A substantial portion of the
investment portfolio is pledged on public deposits (61%), this is slightly more
than 1995 pledged percentage of 55%. The amount of pledged securities have been
fairly constant for the last three years and management anticipates this source
of deposits will remain relatively constant in the future.



                                      -7-

<PAGE>   9


     On January 1, 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," which requires the classification of securities into one of
three categories: trading, available for sale or held to maturity. Management
determines the appropriate classification of debt securities at the time of
purchase and re-evaluates this classification periodically.

     Prior to January 1, 1994, the Company classified securities as held for
sale (available for sale) and investment securities (held to maturity) based on
criteria which did not differ significantly from that required by the new
standard. Held for sale securities were recorded at the lower of cost or fair
value.

     In December 1995, the Financial Accounting Standards Board issued "A Guide
to Implementation of Statement 115 on Accounting for Certain Investments in
Debt and Equity Securities" (Guide). This guide provided for a one time
opportunity to reclassify securities without impairing the individual
classifications. The Company elected to leave all investment classifications as
previously recorded on acquisition. The Company will continue to determine the
appropriate classification at the time of purchase.

     The Bank's primary use of funds is to meet loan demand. Loans, net of
unearned income, were $28,925,810 at December 31, 1996, compared to $27,014,350
December 31, 1995. This $1,911,460 or 7.08% increase is the result of improved
economic conditions in the market area.

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

     As of December 31, 1996, total deposits increased $3,711,915 or 6.67% from
December 31, 1995. The most significant changes in deposits from 1995 to 1996
were increases in time deposits of $100,000 or more of $1,649,682, a 59.6%
increase, and an increase in other time deposits of $1,318,861, a percentage
increase of 10.14%. The increase in time deposits of $100,000 or more is
attributable to the Bank becoming a joint fiscal agent for a local public body.

     Shareholders' equity increased $870,895 or 12.83% from December 31, 1995
to December 31, 1996. The equity or book value of the Bank is the shareholders'
investment in the Bank resulting from the sale of stock and the accumulation of
earnings retained by the Bank. The strength of the Bank and its ability to grow
depends to a great extent on management's ability to maintain a corresponding
growth in shareholders' equity.

     We declared cash dividends in the amount of $120,000 or $1.00 per share in
1996 and $102,000 or $.85 per share in 1995. Dividends of $78,000 or $.65 per
share were declared in 1994.



                                      -8-





<PAGE>   10
NONPERFORMING ASSETS AND PAST DUE LOANS. Nonperforming assets are loans carried
on a nonaccrual basis, those classified as restructed loans (loans with
below-market interest rates or other concessions due to the deteriorated
financial condition of the borrower), repossessed real estate, property in the
process of being repossessed and repossessed movable property. A loan is placed
on nonaccrual when, in management's judgment, the borrower's financial
condition has deteriorated to the point that his ability to service the
principal and/or interest is in doubt. At that time, any accrued interest on
the loan is reversed and accruing of interest is discontinued. The Company's
nonperforming assets consist primarily of a pool of automobile loans by
individual borrowers outside of the Bank's market area.

     Nonperforming assets at December 31, 1996 were $603,920, an increase of
$476,061 from December 31, 1995. The most significant increase in nonperforming
assets from 1995 to 1996 was in the loans on nonaccrual status. This resulted
primarily from the financial nonperformance of a group of automobile loans
purchased in 1996. Other real estate and repossessed assets remained constant
at $13,800 at December 31, 1996 and 1995. The Bank has experienced little
variance in other real estate since 1994. Management anticipates this favorable
trend to continue.

     As of January 1, 1995, the Company adopted SFAS No. 114, "Accounting by
Creditors for Impairment of a Loan," which, as it relates to in-substance
foreclosures, requires that a creditor continue to classify these assets as
loans on the balance sheet unless the creditor receives physical possession of
the collateral. The Company had no in-substance foreclosures in 1996 or 1995.
At December 31, 1996, the recorded investment in loans that were considered to
be impaired under SFAS No. 114 was $496,490, with the related reserve for
possible loan losses of $170,000. These loans are included in nonaccrual loans
in Table 7.

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

     At the Parent Company (American Bancorp, Inc.) level, cash is needed to
fund operations and to pay dividends. During December 31, 1996, the Parent
Company received $123,000 from the Bank in dividends. The majority of these
funds were used to pay dividends to stockholders.


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



                                      -9-
<PAGE>   11

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

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

     In 1992, the Federal Deposit Insurance Corporation (FDIC) issued
regulations for the classification of banks based on their capital levels
pursuant to the Federal Deposit Insurance Corporation Improvement Act passed by
Congress in 1991. The rules place each bank into one of the nine risk
categories for assessing risk-based deposit premiums based on capital ratios
and on other supervisory information. Three capital categories are used for
capital ratios ranging from "well capitalized" to "undercapitalized." The
regulations define "well capitalized" banks as those bank with at least 6% Tier
1 risk-based capital ratio, 10% total risk-based capital ratio and a 5%
leverage ratio. Banks are also assigned to one of three supervisory subgroups
ranging from "healthy" to "substantial supervisory concern." The Bank is
included in the top rating categories for both capital ratios and the
supervisory subgroup. At December 31, 1996, the Bank had a Tier 1 risk-based
capital ratio of 23.23% and 24.48% total risk-based capital ratio. The leverage
ratio has increased to 12.44% at December 31, 1996. The Bank presently meets or
exceeds all required risk-based capital standards and anticipates no difficulty
in maintaining those standards.

FAIR VALUES OF FINANCIAL INSTRUMENTS. Statement of Financial Accounting
Standards No. 107, "Disclosures About Fair Values of Financial Instruments"
requires disclosure of estimated fair values of financial instruments.
Financial instruments are defined as cash and contractual rights and
obligations that require settlement, directly or indirectly, in cash. Note 14
to the consolidated financial statements provides information regarding the
fair values of financial instruments as of December 31, 1996.

INTEREST RATE SENSITIVITY. Interest rate risk is the potential impact of
changes in interest rates on net interest income and results from mismatches in
repricing opportunities of assets and liabilities over a period of time. Static
Gap analysis is used to estimate the effects of changing interest rates and
various balance sheet strategies on the level of net interest income.
Management may alter the mix of floating and fixed rate assets and liabilities,
change pricing schedules, and adjust maturities through sales and purchases of
securities available for sale. Table 14 presents the Bank's interest rate
sensitivity position at December 31, 1996.




                                      -10-


<PAGE>   12
     This profile, usually referred to as a Gap analysis, is based on a point
in time and may not be meaningful because assets and liabilities must be
categorized according to contractual maturities and repricing periods rather
than estimating these characteristics, as is done in simulation models. Also,
the Gap analysis does not consider subsequent changes in interest rate levels
or spreads between asset and liability categories. Although Table 14 indicates
that the Company is liability-sensitive (interest-bearing liabilities exceed
earning assets) up to one year, this may not be true in practice. The 1 - 30
day deposit category includes NOW, money market and savings accounts which have
indeterminate maturities. These deposits and non-interest bearing demand
deposits, which comprise our core deposits, account for 68.4% of total
deposits. The NOW, money market and savings accounts do not necessarily reprice
in a direct relationship to changes in interest rates.

     In addition to core deposits, which serve to lessen the volatility of net
interest income in changing rate conditions, the Company's loan portfolio
contains fixed-rate commercial loans that have actual maturities and cash flows
that vary with the level of interest rates. These earning assets are reported
in the after one year category, when in fact a portion of these balances may be
subject to repricing within one year or less. Depending on market interest
rates, actual cash flows from these loans will vary from the contractual
maturities due to payoffs and refinancing activity.





                                     -11-
<PAGE>   13

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

                                                                      1996
                                                        ----------------------------------
                                                         AVERAGE                   AVERAGE
                                                         BALANCE       INTEREST     RATE
                                                        --------       --------    -------
<S>                                                    <C>            <C>          <C>         
ASSETS
  Short-term investments                                $  4,623       $    247     5.34%
  Loans, net of unearned income (1) (2)                   27,635          2,596     9.39
  Securities available for sale (3)                       16,635          1,041     6.26
  Securities held to maturity                              6,537            490     7.50
                                                        --------       --------             
       Total interest earning assets                      55,430          4,374     7.89%
                                                                       --------    -----
  Allowance for possible loan losses                        (621)
  Cash and due from banks                                  3,775
  Other assets                                             2,428
                                                        --------                            
       Total assets                                     $ 61,012
                                                        ========


LIABILITIES
   Interest-bearing demand deposits                     $ 11,510       $    222     1.93%
   Savings deposits                                        8,597            234     2.72
   Time deposits                                          17,659            870     4.93
   Short-term borrowings                                      66              3     4.55
                                                        --------       --------          
         Total interest-bearing liabilities               37,832          1,329     3.51%
                                                                       --------    -----
   Non-interest bearing demand deposits                   15,530
   Other liabilities                                         399
                                                        --------
         Total liabilities                                53,761

SHAREHOLDERS' EQUITY
   Shareholders' equity                                    7,251
                                                        --------
        Total liabilities and shareholders' equity      $ 61,012
                                                        ========

   Total interest expense related to earning assets                                 2.40%
                                                                                   -----

   Net interest income                                                 $  3,045
                                                                       ========

   Net interest margin                                                              5.49%
                                                                                    ==== 


</TABLE>

(1)  Interest income earned on nontaxable investment securities and certain
     loans are exempt from taxation. However, an adjustment has been made for
     the tax preference item related to nontaxable securities purchased after
     December 31, 1982. An incremental tax rate of 34% is used to compute the
     taxable equivalent adjustment for 1996, 1995, and 1994.

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

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



                                     -13-

<PAGE>   14


<TABLE>
<CAPTION>


                  1995                                               1994
---------------------------------------           ---------------------------------------
AVERAGE                         AVERAGE            AVERAGE                         AVERAGE            
BALANCE         INTEREST         RATE              BALANCE         INTEREST         RATE              
-------         --------        -------            -------         --------        -------             
<S>             <C>              <C>               <C>            <C>               <C>               
$  4,930        $    271          5.50%            $  6,609       $    272          4.12%            
  26,748           2,573          9.62               26,976          2,281          8.46              
   3,843             312          8.12                2,905            257          8.85              
  17,779           1,087          6.11               13,257            670          5.05              
--------        --------                           --------       --------                           
  53,300           4,243          7.96%              49,747          3,480          7.00%            
                --------         -----                            --------          ----             
    (621)                                              (614)                                          
   3,815                                              3,567                                           
   2,239                                              2,163                                           
--------                                           --------      
$ 58,733                                           $ 54,863                                           
========                                           ========                                           
                                                                                                      
                                                                                                      
                                                                                                      
                                                   $ 11,855       $    218          1.84%            
$ 11,480        $    217          1.89%               8,775            239          2.72              
   8,782             239          2.72               15,154            491          3.24              
  15,977             700          4.38                    -              -          0.00              
      17               2         11.76             --------       --------                           
--------        --------                             35,784            948          2.65%            
  36,256           1,158          3.19%                           --------          ----             
                --------         -----               13,494                                           
  15,707                                                229                                           
     540                                           --------      
--------                                             49,507                                            
  52,503                                                                                              
                                                                                                      
                                                      5,356                                            
   6,230                                           --------   
--------                                           $ 54,863                                           
$ 58,733                                           ========                                           
========                                                                                              
                                  2.17%                                             1.91%            
                                 -----                                              ----             
                $  3,085                                                                               
                ========                                          $  2,532                           
                                  5.79%                           ========                           
                                 =====                                                                
                                                                                    5.09%             
                                                                                    ====              
</TABLE>







                                     -14-




<PAGE>   15

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


                                                YEAR ENDED DECEMBER 31,   
                                                       1996/1995          
                                         ---------------------------------
                                                 INCREASE (DECREASE)      
                                                DUE TO CHANGE IN: (1)     
                                         ---------------------------------
                                          AVERAGE     AVERAGE     NET     
                                          BALANCE      RATE      CHANGE   
<S>                                       <C>         <C>        <C>      
                                           -----      -----      -----    
Interest income:
   Short-term investments ............     $ (17)     $  (7)     $ (24)
   Loans, net of unearned income (2) .        84        (61)        23
   Securities available for sale (3) .       920       (191)       729
   Securities held to maturity .......      (765)       168       (597)
                                           -----      -----      ----- 
      Total interest income ..........       222        (91)       131
                                           -----      -----      ----- 
Interest expense:
   Demand deposits ...................         1          4          5
   Savings deposits ..................        (5)        --         (5)
   Time deposits .....................        78         92        170
   Short-term borrowing ..............         4         (3)         1
                                           -----      -----      ----- 
      Total interest expense .........        78         93        171
                                           -----      -----      ----- 
Taxable-equivalent net interest income     $ 144      $(184)     $ (40)
                                           =====      =====      ===== 
</TABLE>


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

(2)   Non-accrual loans are included in loans outstanding.

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


                                     -15-
<PAGE>   16

<TABLE>
<CAPTION>


            YEAR ENDED DECEMBER 31,   
                   1995/1994          
-------------------------------------------------
             INCREASE (DECREASE)                 
            DUE TO CHANGE IN: (1)                
-------------------------------------------------

AVERAGE             AVERAGE                 NET   
BALANCE              RATE                 CHANGE 
-------             -------               -------
<S>                  <C>                  <C>

$ (81)               $  80                $  (1)
  (21)                 313                  292
   80                  (25)                  55
  253                  164                  417
-----                -----                ----- 
  231                  532                  763
-----                -----                ----- 

   (6)                   5                   (1)
   --                   --                   --
   31                  178                  209
    1                    1                    2
-----                -----                ----- 
   26                  184                  210
-----                -----                ----- 
$ 205                $ 348                $ 553
=====                =====                =====

</TABLE>


                                     -16-
<PAGE>   17

TABLE 3
SECURITIES PORTFOLIO
(In thousands)
<TABLE>
<CAPTION>


                                         DECEMBER 31, 1996                   DECEMBER 31, 1995
                                  -------------------------------    --------------------------------
                                   HELD TO    AVAILABLE              HELD TO     AVAILABLE
                                   MATURITY   FOR SALE     TOTAL     MATURITY    FOR SALE      TOTAL
                                  ---------   -------     -------    --------    --------     -------
<S>                               <C>        <C>          <C>        <C>         <C>          <C>

U.S. Treasury ...............     $ 4,005     $ 1,002     $ 5,007     $ 5,508     $  --       $ 5,508
U.S. Government and
Agencies ....................      11,513       3,012      14,525      10,997       1,536      12,533
Mortgage-Backed
Securities ..................        --         1,787       1,787        --         2,342       2,342
State and Political
Subdivisions ................        --         2,870       2,870        --         1,263       1,263
                                  -------     -------     -------     -------     -------     -------
                                  $15,518     $ 8,671     $24,189     $16,505     $ 5,141     $21,646
                                  =======     =======     =======     =======     =======     =======

</TABLE>







                                     -17-
<PAGE>   18


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


<TABLE>
<CAPTION>

                                                                                             AFTER              AFTER
                                                                                            ONE BUT             FIVE BUT
                                                                      WITHIN ONE            WITHIN FIVE         WITHIN TEN
                                                                       YEAR AMT     YIELD    YEARS AMT.  YIELD  YEARS AMT.    YIELD
                                                                      -------       -----   -----------  -----  ----------    ----- 
<S>                                                                   <C>          <C>     <C>          <C>      <C>         <C>
December 31, 1996:
   Held to maturity:
      U.S. Treasury .............................................     $ 1,801        6.15%  $ 2,204        5.88%  $  --       --  %
      U.S. Government
         and Agencies ...........................................       4,496        6.64     7,017        6.56      --       --
                                                                      -------        ----   -------        ----   -------     ---- 

            Total held to  maturity .............................       6,297        6.50%    9,221        6.40%      -0-     --  %
                                                                      -------        ----   -------        ----   -------     ---- 

   Available for sale:
      U.S. Treasury .............................................        --             -%    1,002        6.27%     --       --  %
      U.S. Government
         and Agencies ...........................................       1,507        7.03     1,505        6.44      --       --
      Mortgage-Backed
         Securities (2) .........................................         124        8.24       906        8.20       757     9.14
      State and
         Political
         Subdivisions (1) .......................................        --           --      1,481        7.81     1,389     7.04
                                                                      -------        ----   -------        ----   -------     ---- 

            Total available for sale ............................       1,631        7.12%    4,894        7.15%    2,146     7.78%
                                                                      -------        ----   -------        ----   -------     ---- 
            Total securities ....................................     $ 7,928        6.63%  $14,115        6.67%  $ 2,146     7.78%
                                                                      =======        ====   =======        ====   =======     ====

</TABLE>

(1) Tax exempt yields are expressed on a fully taxable equivalent basis.

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


                                     -19-
<PAGE>   19
<TABLE>
<CAPTION>

AFTER TEN    TOTAL
 YEARS AMT   YIELD    AMOUNT         YIELD
----------   ----     -------        -----

<S>           <C>     <C>            <C>  
    $-        - %     $ 4,005        6.01%

     -        -        11,513        6.60
----------   ----     -------        -----
    -0-       - %      15,518        6.44%
----------   ----     -------        -----

     -        - %       1,002        6.27%

     -        -         3,012        6.74

     -        -         1,787        8.60


     -        -         2,870        7.21
----------   ----     -------        -----
    -0-       - %       8,671        7.22%
----------   ----     -------        -----
  $ -0-       - %     $24,189        6.72%
==========   ====     =======        =====

</TABLE>




                                     -20-
<PAGE>   20


TABLE 5
LOAN PORTFOLIO

The amounts of loans outstanding for the three years ended December 31, 1996
are shown in the following table according to type of loan (in thousands).
<TABLE>
<CAPTION>

                                               1996          1995          1994
                                           --------      --------      --------
<S>                                        <C>           <C>           <C>     
Commercial, financial and agricultural     $  7,437      $  6,240      $  6,543
Real Estate - Construction ...........          285           119           325
Real Estate - Mortgage ...............       16,278        16,473        16,119
Installment ..........................        4,925         4,182         4,681
                                           --------      --------      --------
        Total ........................       28,925        27,014        27,668
Less:
  Allowance for possible loan losses .         (614)         (624)         (614)
  Unearned income ....................         --            --              (1)
                                           --------      --------      --------
                                           $ 28,311      $ 26,390      $ 27,053
                                           ========      ========      ========

</TABLE>


TABLE 6
LOAN MATURITY AND INTEREST RATE SENSITIVITY

The following table shows the amount of commercial, financial and agricultural
loans, real estate-construction loans and real estate mortgage loans, exclusive
of installment loans, outstanding as of December 31, 1996 which, based on
remaining scheduled repayments of principal, are due in the amounts indicated.
Also, the amounts due after one year are classified according to the
sensitivity to the changes in interest rates (in thousands).

<TABLE>
<CAPTION>

                                                                ONE YEAR     OVER ONE
                                                                  OR         TO            OVER
                                                                 LESS (1)    5 YEARS     5 YEARS       TOTAL
                                                                 -------     -------     -------     -------
<S>                                                              <C>        <C>          <C>         <C>
Maturity of Loans:
  Commercial, financial and
    agricultural ...........................................     $ 3,799     $ 2,902     $ 1,094     $ 7,795
  Real Estate - mortgage and
    construction ...........................................       2,033       8,390       5,828      16,251
                                                                 -------     -------     -------     -------
      Total ................................................     $ 5,832     $11,292     $ 6,922     $24,046
                                                                 =======     =======     =======     =======



Interest Rate Sensitivity of Loans:
  With predetermined interest rates ........................     $ 2,643     $ 8,282     $   508     $11,433
  With floating interest rates (2) .........................       3,189       3,010       6,414      12,613
                                                                 -------     -------     -------     -------
      Total ................................................     $ 5,832     $11,292     $ 6,922     $24,046
                                                                 =======     =======     =======     =======
</TABLE>

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

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


                                     -21-
<PAGE>   21

    

TABLE 7
NONPERFORMING ASSETS

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

Nonperforming assets totaled $603,920 at year ended 1996, a $476,061 (372.33%)
increase from the prior year. Nonperforming assets totaling $127,859 at
December 31, 1995 was down $25,296 (16.52%) from December 31, 1994. The
composition of nonperforming assets for the past three years are illustrated
below.
<TABLE>
<CAPTION>

                                          1996         1995         1994
                                        --------     --------     --------
<S>                                     <C>          <C>          <C>     
Nonperforming loans:
  Loans on nonaccrual .............     $496,490     $  2,051     $  3,722
  Restructured loans which are not
    on nonaccrual .................       93,630      112,008      132,690
                                        --------     --------     --------
      Total nonperforming loans ...      590,120      114,059      136,412


Other real estate and repossessed
   assets received in complete or
   partial satisfaction of loan
   obligations ....................       13,800       13,800       16,744
                                        --------     --------     --------
       Total nonperforming assets .     $603,920     $127,859     $153,156
                                        ========     ========     ========

  Loans contractually past due 90
    days or more as to principal or
    interest but which are not on
    nonaccrual ....................     $ 27,434     $  9,504     $  9,377
                                        ========     ========     ========

</TABLE>

At December 31, 1996, the Bank has loans outstanding to multiple numbers of
borrowers engaged in the medical industry and the legal profession. The loans
to the medical industry totaled $4,981,898, while the loans to the legal
profession were $2,912,835. There were no significant nonperforming loans
outstanding in these two concentrations.



                                     -22-
<PAGE>   22


TABLE 8
ALLOWANCE FOR POSSIBLE LOAN LOSSES
(In Thousands)
<TABLE>
<CAPTION>

                                                        YEAR ENDED DECEMBER 31,
                                                    ------------------------------
                                                     1996        1995         1994
                                                    -----       -----        -----
<S>                                                 <C>         <C>          <C>  
Beginning balance                                   $ 624       $ 614        $ 606
                                                    -----       -----        -----
Provision charged against income                      -0-         -0-           12
                                                    -----       -----        -----

Charge-offs:
  Commercial, financial and agricultural loans         --          --            1
  Real estate mortgage loans                           --          --           13
  Real estate construction loans                       --          --           --
  Installment loans                                    18           6            1
                                                    -----       -----        -----
     Total charge-offs                                 18           6           15
                                                    -----       -----        -----
Recoveries:
  Commercial, financial and agricultural loans          5           8            8
  Real estate mortgage loans                            1          --           --
  Real estate construction loans                       --          --           --
  Installment loans                                     2           8            3
                                                    -----       -----        -----
      Total recoveries                                  8          16           11
                                                    -----       -----        -----
Net charge-offs (recoveries)                           10         (10)           4
                                                    -----       -----        -----
Ending balance                                      $ 614       $ 624        $ 614
                                                    =====       =====        =====

Ratio of net charge-offs (recoveries) during
  the period to average loans outstanding
  during the period                                   .04%       (.04)%        .01%
                                                    =====       =====        =====

</TABLE>


                                     -23-
<PAGE>   23



TABLE 9
ALLOCATION FOR POSSIBLE LOAN LOSSES
(In thousands)

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

<TABLE>
<CAPTION>
                                         DECEMBER 31, 1996              DECEMBER 31, 1995
                                         ----------------------   -----------------------
                                                      % OF LOANS               % OF LOANS
                                                      OUTSTANDING             OUTSTANDING
                                                       TO TOTAL                TO TOTAL
                                        ALLOWANCE       LOANS       ALLOWANCE  LOANS
                                        ---------     -----------   --------- -----------
<S>                                       <C>            <C>          <C>        <C>   
Commercial, financial and
   agricultural loans ..............      $201           32.74%       $134       21.47%
Real estate construction ...........         3             .49           5        0.80
Real estate mortgage loans .........       146           23.78         400       64.10
Installment loans ..................       264           42.99          85       13.63
                                          ----          ------        ----      ------ 
                                          $614          100.00%       $624      100.00%
                                          ====          ======        ====      ====== 
</TABLE>

<TABLE>
<CAPTION>


                                        DECEMBER 31, 1994
                                      ----------------------
                                                 % OF LOANS
                                                 OUTSTANDING
                                                  TO TOTAL
                                      ALLOWANCE    LOANS
                                      ---------  -----------
<S>                                    <C>         <C>   
Commercial, financial and
   agricultural loans ..............   $126        20.52%
Real estate construction ...........      5         0.81
Real estate mortgage loans .........    400        65.15
Installment loans ..................     83        13.52
                                       ----       ------ 
                                       $614       100.00%
                                       ====       ====== 

</TABLE>


                                     -24-
<PAGE>   24



TABLE 10
DEPOSITS

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

                                                         DECEMBER 31,
                              --------------------------------------------------------------------------------
                                               1996                         1995                         1994
                              --------------------------------------------------------------------------------
                              AVERAGE        AVERAGE         AVERAGE       AVERAGE       AVERAGE        AVERAGE
                              BALANCE          RATE          BALANCE         RATE        BALANCE          RATE
                               -------       -------         -------       -------      -------         -------
<S>                            <C>                           <C>                        <C>                    
Non-interest bearing
  demand deposits ........     $15,530             -%        $15,707            -%      $13,494              -%
Interest bearing
  demand deposits ........      11,510          1.93          11,480         1.89        11,855           1.84
Savings deposits .........       8,597          2.72           8,782         2.72         8,775           2.72
Time deposits ............      17,659          4.93          15,977         4.38        15,154           3.24
Short-term borrowings ....          66          4.55              17        11.76             -              -
                               -------                       -------                    -------                
             Total .......     $53,362                       $51,963                    $49,278
                               =======                       =======                    =======

</TABLE>


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

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


                                                            DECEMBER 31,
                                                   ------------------------------
                                                    1996        1995        1994
                                                   ------      ------      ------
<S>                                                <C>         <C>         <C>   
Maturing in:
   3 months or less .........................      $2,801      $  601      $1,204
   Over 3 months less than 6 months .........         717         800         667
   Over 6 months less than 12 months ........         897         550          --
   Over 12 months ...........................          --         814         497
                                                   ------      ------      ------
         Total ..............................      $4,415      $2,765      $2,368
                                                   ======      ======      ======
</TABLE>




                                     -25-
<PAGE>   25

TABLE 12
RISK-BASED CAPITAL
(In thousands)
<TABLE>
<CAPTION>

                                                                     DECEMBER 31,
                                                             ---------------------------
                                                                 1996            1995
                                                             ---------------------------
<S>                                                          <C>              <C>       
Risk-weighted assets ..................................      $   32,671       $   30,441
                                                             ==========       ==========

Capital:
   Tier I .............................................      $    7,588       $    6,671
   Tier II ............................................             408              381
                                                             ----------       ----------
      Total capital ...................................      $    7,996       $    7,052
                                                             ==========       ==========

Ratios:
   Tier I capital to risk-weighted assets .............           23.23%           21.92%
   Tier II capital to risk-weighted assets ............            1.25             1.25
                                                             ----------       ----------
      Total capital to risk-weighted assets ...........           24.48%           23.17%
                                                             ==========       ==========
   Leverage - Tier I capital to total
      average assets ..................................           12.44%           11.36%
                                                             ==========       ==========

</TABLE>


TABLE 13
RETURN ON EQUITY AND ASSETS

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

                                                                      DECEMBER 31,
                                                             ---------------------------------
                                                              1996          1995          1994
                                                              ----          ----          ----
<S>                                                           <C>           <C>           <C>  
Return on average total assets ...................            1.70%         1.64%         1.75%

Return on average shareholders' equity ...........           14.32%        15.46%        17.96%

Dividend payout ratio ............................           11.56%        10.59%         8.10%

Average equity to average assets ratio ...........           11.88%        10.60%         9.76%
</TABLE>



                                     -26-
<PAGE>   26


TABLE 14
INTEREST RATE SENSITIVITY
(In thousands)

<TABLE>
<CAPTION>

                                                              BY REPRICING DATES AT DECEMBER 31, 1996
                                             ----------------------------------------------------------------------------------
                                                                                            NON-
                                                0-90         91-180         181-365         AFTER       INTEREST
                                                DAYS          DAYS            DAYS         1 YEAR        BEARING        TOTAL
                                             --------       --------       --------       --------      --------     ---------
<S>                                          <C>                 <C>       <C>            <C>           <C>           <C>     
ASSETS
   Short-term investments ..............     $  7,572       $     --       $    396       $    198      $   --        $  8,166
   Investment securities ...............        1,507          1,842            500         20,340          --          24,189
   Loans ...............................       10,938          2,673          5,178          9,522          --          28,311
   Other assets ........................         --             --             --             --           6,588         6,588
                                             --------       --------       --------       --------      --------      --------
                                               20,017          4,515          6,074         30,060         6,588        67,254
                                             --------       --------       --------       --------      --------      ========
SOURCES OF FUNDS
   NOW, money market
      and savings
      deposits .........................       14,988           --            4,630          4,287          --          23,905
   Time deposits
      $100,000 or more .................        2,801            717            897           --            --           4,415
   Other time deposits .................        4,653          4,451          3,913          1,302          --          14,319
   Non-interest bearing
      demand ...........................         --             --             --             --          16,727        16,727
   Other liabilities ...................         --             --             --             --             232           232
   Shareholders' equity ................         --             --             --             --           7,656         7,656
                                             --------       --------       --------       --------      --------      --------
                                               22,442          5,168          9,440          5,589        24,615        67,254
                                             --------       --------       --------       --------      --------      ========
Interest rate
   sensitivity gap .....................     $ (2,425)      $   (653)      $ (3,366)      $ 24,471      $(18,027)
                                             ========       ========       ========       ========      ======== 
Cumulative interest
   rate sensitivity gap ................     $ (2,425)      $ (3,078)      $ (6,444)      $ 18,027      $   -0-
                                             ========       ========       ========       ========      ========

Cumulative interest
   rate sensitivity gap
   as a percent of
   total assets ........................        (3.61)%        (4.58)%       (9.58)%       26.80%
                                             ========       ========       ========       ========      
</TABLE>



                                     -27-
<PAGE>   27



                 [BROUSSARD, POCHE, LEWIS & BREAUX LETTERHEAD]


                          INDEPENDENT AUDITORS' REPORT



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


We have audited the accompanying consolidated balance sheets of American
Bancorp, Inc. and subsidiary as of December 31, 1996 and 1995, the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Bancorp,
Inc. and subsidiary as of December 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.

                                           /s/ BROUSSARD, POCHE, LEWIS & BREAUX


Lafayette, Louisiana
January 27, 1997


                                     -28-
<PAGE>   28




                             AMERICAN BANCORP, INC.

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>


                    ASSETS                                           1996              1995
                                                                ------------      ------------
<S>                                                             <C>               <C>

Cash and due from banks ...................................     $  4,215,349      $  5,533,738

Short-term investments:
   Federal funds sold .....................................        7,075,000         6,350,000
   Interest-bearing deposits with banks ...................        1,091,000           694,000
                                                                ------------      ------------
                                                                   8,166,000         7,044,000

Securities held to maturity (estimated
   market values $15,561,983 and $16,619,377,
   respectively) ..........................................       15,517,896        16,504,999

Securities available for sale .............................        8,670,913         5,140,541

Loans, net of unearned income ($-0- and
   $45, respectively) .....................................       28,925,810        27,014,350
      Less: allowance for possible loan losses ............         (614,339)         (624,122)
                                                                ------------      ------------
                                                                  28,311,471        26,390,228

Bank premises and equipment ...............................        1,336,399         1,435,446

Other real estate, net of allowances of
   $99,000 and $99,000, respectively ......................           13,800            13,800

Accrued interest receivable ...............................          567,783           551,527

Other assets ..............................................          454,448           456,009
                                                                ------------      ------------
                                                                $ 67,254,059      $ 63,070,288
                                                                ============      ============

</TABLE>


See Notes to Consolidated Financial Statements.



                                     -29-
<PAGE>   29

<TABLE>
<CAPTION>

                       LIABILITIES AND SHAREHOLDERS' EQUITY 

                                                                1996         1995
                                                             ----------      ----------
<S>                                                         <C>             <C>        
LIABILITIES
   Deposits:
      Non-interest bearing demand deposits ............     $16,727,523     $16,929,190
      Interest bearing deposits:
         NOW accounts .................................      13,575,732      12,552,285
         Money Market accounts ........................       2,021,474       1,893,000
         Savings ......................................       8,307,930       8,514,812
         Time deposits $100,000 or more ...............       4,414,899       2,765,217
         Other time deposits ..........................      14,319,075      13,000,214
                                                             ----------      ----------
            Total deposits ............................      59,366,633      55,654,718

   Accrued interest payable ...........................         118,975         103,274
   Other liabilities ..................................         112,057         526,797
                                                             ----------      ----------
            Total liabilities .........................      59,597,665      56,284,789
                                                             ----------      ----------

SHAREHOLDERS' EQUITY
   Common stock, $5 par value; 10,000,000
      shares authorized; 120,000 shares
      issued and outstanding ..........................         600,000         600,000
   Surplus ............................................       2,150,000       2,150,000
   Retained earnings ..................................       4,848,745       3,930,436
   Available for sale, net of tax of $29,698
      and $54,123, respectively .......................          57,649         105,063
                                                             ----------      ----------
           Total shareholders' equity .................       7,656,394       6,785,499
                                                             ----------      ----------

                                                            $67,254,059     $63,070,288
                                                            ===========     ===========

</TABLE>



                                     -30-
<PAGE>   30

                             AMERICAN BANCORP, INC.

                       CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>


                                                         1996             1995             1994
                                                     -----------      -----------      -----------
<S>                                                  <C>              <C>              <C>        
Interest income:
   Interest and fees on loans ..................     $ 2,589,227      $ 2,569,393      $ 2,315,178
   Interest on investment securities-
      Taxable ..................................       1,351,094        1,349,650          925,036
      Tax-exempt ...............................         118,525           32,560            1,013
   Federal funds sold ..........................         186,011          220,667          104,249
   Deposits with banks .........................          60,875           50,014          168,490
                                                     -----------      -----------      -----------
         Total interest income .................       4,305,732        4,222,284        3,513,966

Interest expense:
   Interest on deposits ........................       1,329,455        1,157,705          946,874
                                                     -----------      -----------      -----------
Net interest income ............................       2,976,277        3,064,579        2,567,092
Provision for possible loan losses .............            --               --             12,000
                                                     -----------      -----------      -----------
Net interest income after provision
   for possible loan losses ....................       2,976,277        3,064,579        2,555,092
                                                     -----------      -----------      -----------
Non-interest income:
   Service charges on deposit accounts .........         539,449          554,024          567,645
   Other .......................................         127,104          123,376          125,862
                                                     -----------      -----------      -----------
         Total non-interest income .............         666,553          677,400          693,507
                                                     -----------      -----------      -----------
Non-interest expense:
   Salary and employee benefits ................       1,104,448        1,166,288        1,150,031
   Net occupancy expense .......................         288,498          314,064          306,142
   Equipment expense ...........................         263,411          237,132          219,430
   Net cost (revenue) from other
      real estate ..............................          (4,051)          (4,737)          (2,268)
   Other .......................................         617,017          615,983          669,212
                                                     -----------      -----------      -----------
         Total non-interest expense ............       2,269,323        2,328,730        2,342,547
                                                     -----------      -----------      -----------
Income before income taxes .....................       1,373,507        1,413,249          906,052

Provision for income taxes .....................         335,198          449,793          (56,432)
                                                     -----------      -----------      -----------
         Net income ............................     $ 1,038,309      $   963,456      $   962,484
                                                     ===========      ===========      ===========

Net income per common share ....................     $      8.65      $      8.03      $      8.02
                                                     ===========      ===========      ===========

</TABLE>

See Notes to Consolidated Financial Statements.



                                     -31-
<PAGE>   31


                             AMERICAN BANCORP, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>


                                                      COMMON      STOCK
                                                      SHARES      AMOUNT          SURPLUS
                                                     -------     ----------     ----------
<S>                                                  <C>         <C>            <C>       
Balance, December 31, 1993 ..................        120,000     $  600,000     $2,150,000

Net income for 1994 .........................           --             --             --

Dividends paid in 1994 ......................           --             --             --

Change in unrealized holding gains
  (losses) on securities available
  for sale, net of tax ......................           --             --             --
                                                     -------     ----------     ----------

Balance, December 31, 1994 ..................        120,000        600,000      2,150,000

Net income for 1995 .........................           --             --             --

Dividends paid in 1995 ......................           --             --             --

Change in unrealized holding gains
   (losses) on securities available
   for sale, net of tax .....................           --             --             --
                                                     -------     ----------     ----------


Balance, December 31, 1995 ..................        120,000        600,000      2,150,000

Net income for 1996 .........................           --             --             --

Dividends paid in 1996 ......................           --             --             --

Change in unrealized holding gains
  (losses) on securities available
  for sale, net of tax ......................           --             --             --
                                                     -------     ----------     ----------

Balance, December 31, 1996 ..................        120,000     $  600,000     $2,150,000
                                                     =======     ==========     ==========

</TABLE>


See Notes to Consolidated Financial Statements.




                                     -33-

<PAGE>   32

<TABLE>
<CAPTION>


  NET UNREALIZED
   APPRECIATION
  ON SECURITIES
    AVAILABLE    RETAINED
    FOR SALE     EARNINGS            TOTAL
-----------      -----------      -----------

<S>              <C>              <C>        
$      --        $ 2,184,496      $ 4,934,496

       --            962,484          962,484

       --            (78,000)         (78,000)



       (667)            --               (667)
-----------      -----------      -----------

       (667)       3,068,980        5,818,313
                                             
       --            963,456          963,456

       --           (102,000)        (102,000)



    105,730             --            105,730
-----------      -----------      -----------


    105,063        3,930,436        6,785,499
                                             
       --          1,038,309        1,038,309

       --           (120,000)        (120,000)



    (47,414)            --            (47,414)
-----------      -----------      -----------

$    57,649      $ 4,848,745      $ 7,656,394
===========      ===========      ===========

</TABLE>


                                      -34-
<PAGE>   33

  

                             AMERICAN BANCORP, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>


                                                           1996                1995             1994
                                                       ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>         
OPERATING ACTIVITIES
   Net income ....................................     $  1,038,309      $    963,456      $    962,484
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Provision for loan losses ..................             --                --              12,000
      Premium amortization, net of
         discount accretion on investment
         securities ..............................           (9,613)           (9,863)           (3,144)
      Depreciation ...............................          198,895           177,106           174,281
      (Gain) loss on sale of assets ..............              345             2,943              (938)
      (Increase) decrease in assets:
         Accrued interest receivable .............          (16,256)         (121,824)         (151,669)
         Other assets ............................            1,561          (134,918)          121,759
      Increase (decrease) in liabilities:
         Accrued interest payable ................           15,701            23,241            17,978
         Other liabilities .......................         (414,740)          460,259           (60,951)
                                                       ------------      ------------      ------------
            Net cash provided by operating
               activities ........................          814,202         1,360,400         1,071,800
                                                       ------------      ------------      ------------
INVESTING ACTIVITIES
   Proceeds from sales and maturities
      of available for sale securities ...........          594,999           384,850           985,660
   Proceeds from sales and maturities
      of held to maturity securities .............        8,000,000         6,500,000         3,422,153
   Purchase of available for sale
      securities .................................       (4,114,176)       (2,234,432)         (500,000)
   Purchase of held to maturity
      securities .................................       (7,086,352)       (6,511,313)      (10,479,766)
   (Increase) decrease in loans ..................       (1,921,243)          662,774          (632,529)
   Purchases of property and equipment ...........         (100,194)         (237,411)          (49,183)
   Other .........................................           24,459              --                --
                                                       ------------      ------------      ------------
         Net cash used in investing
            activities ...........................       (4,602,507)       (1,435,532)       (7,253,665)
                                                       ------------      ------------      ------------
</TABLE>


See Notes to Consolidated Financial Statements.


                                     -35-
<PAGE>   34

<TABLE>
<CAPTION>


                                                      1996              1995              1994
                                                  ------------      ------------      ------------
<S>                                                    <C>            <C>               <C>       
FINANCING ACTIVITIES
 Increase (decrease) in liabilities:
      Demand deposits, transaction
         accounts and savings ...............          743,373        (3,643,438)       11,403,263
      Time deposits .........................        2,968,543            67,985         1,150,605
   Dividends paid ...........................         (120,000)         (102,000)          (78,000)
                                                  ------------      ------------      ------------
         Net cash provided by (used in)
            financing activities ............        3,591,916        (3,677,453)       12,475,868
                                                  ------------      ------------      ------------
Increase (decrease) in cash and cash
   equivalents ..............................         (196,389)       (3,752,585)        6,294,003

Cash and cash equivalents at
   beginning of year ........................       12,577,738        16,330,323        10,036,320
                                                  ------------      ------------      ------------
Cash and cash equivalents at end
   of year ..................................     $ 12,381,349      $ 12,577,738      $ 16,330,323
                                                  ============      ============      ============



SUPPLEMENTAL DISCLOSURES

   Cash payments for:

      Interest expense ......................     $  1,313,754      $  1,134,464      $    928,896
                                                  ============      ============      ============
      Income taxes ..........................     $    708,049      $      8,003      $      6,886
                                                  ============      ============      ============
</TABLE>


                                     -36-
<PAGE>   35


                             AMERICAN BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.    Accounting Policies

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

          Consolidation:

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

          Use of estimates:

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

          Securities:

              At January 1, 1994, the Bank adopted Statement of Financial  
              Accounting Standards (SFAS) No. 115, "Accounting for  Certain  
              Investments  in Debt and  Equity  Securities."  SFAS No. 115 
              requires  the  classification  of securities into one of three
              categories:  trading, available for sale, or held to maturity.

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

              Trading account securities are carried at market value and are
              included in short-term investments. Gains and losses, both
              realized and unrealized, are reflected in earnings. Held to
              maturity securities are stated at amortized cost. Available for
              sale securities are stated at fair value, with unrealized gains
              and losses, net of tax, reported in a separate component of
              shareholders' equity.

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




                                     -37-
<PAGE>   36



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Loans:

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

              Loan fees and costs associated with originating loans are
              recognized in the period in which they originate as the amounts
              involved are immaterial to the basic financial statements. The
              Company has adopted the policy of deferring all material loan
              fees and costs associated with originating loans as required by
              Statement of Financial Accounting Standards No. 91.

              Commercial loans are placed in nonaccrual status when, in
              management's opinion, there is doubt concerning full
              collectibility of both principal and interest. All commercial
              nonaccrual loans are considered to be impaired in accordance with
              SFAS No. 114, "Accounting by Creditors for Impairment of a Loan."
              Consumer loans are generally charged off when any payment of
              principal or interest is more than 120 days delinquent. Interest
              payments received on nonaccrual loans are applied to principal if
              there is doubt as to the collectibility of the principal;
              otherwise, these receipts are recorded as interest income. A loan
              remains in nonaccrual status until it is current as to principal
              and interest, and the borrower demonstrates its ability to
              fulfill the contractual obligation.

          Allowance for possible loan losses:

              The allowance for possible loan losses is maintained to provide
              for possible losses inherent in the loan portfolio. On January 1,
              1995, the Company adopted SFAS No. 114, as amended by SFAS No.
              118, "Accounting for Creditors for Impairment of a Loan - Income
              Recognition and Disclosures." In accordance with SFAS No. 114,
              the 1996 allowance for possible loan losses related to loans that
              are identified as impaired is based on discounted cash flows
              using the loan's initial effective interest rate or the fair
              value of the collateral for certain collateral dependent loans.
              Prior to 1995, the allowance for possible loan losses related to
              these loans was based on undiscounted cash flows or the fair
              value of the collateral for collateral dependent loans.

              The allowance is based on management's estimate of future losses;
              actual losses may vary from the current estimate. The estimate is
              reviewed periodically, taking into consideration the risk
              characteristics of the loan portfolio, past loss experience,
              general economic conditions and other factors which deserve
              current recognition. As adjustments to the estimate of future
              losses become necessary, they are reflected as a provision
              (positive or negative) for possible loan losses in current-period
              earnings. However, because factors such as loan growth, the
              future collectibility of loans and the amounts and timing of
              future cash flows expected to be received on impaired loans are
              uncertain, the level of future provisions (positive or negative),
              if any, generally cannot be predicted. Actual loan losses are
              deducted from and subsequent recoveries are added to the reserve.


                                      -38-


<PAGE>   37

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Bank premises and equipment:

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

              The Company adopted SFAS No. 121, "Accounting for the Impairment
              of Long-Lived Assets and for Long-Lived Assets to be Disposed
              of," as of January 1, 1996. The impact on the Company's financial
              position and results of operations for the year ended December
              31, 1996 was not material.

          Foreclosed assets:

              Collateral acquired through foreclosure or in settlement of loans
              is classified as either other real estate owned ("OREO") or other
              assets and is carried at its fair value, net of estimated costs
              to sell, or the remaining investment in the loan, whichever is
              lower. At acquisition, any excess of the recorded loan value over
              the estimated fair value of the collateral is charged against the
              allowance for possible loan losses. After acquisition, valuation
              allowances are established with a charge to current earnings to
              adjust the reported value of foreclosed assets to reflect changes
              in the estimate of a property's fair value or selling costs.
              Revenues and expenses associated with the management of
              foreclosed assets prior to sale are included in current earnings.

          Income taxes:

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



                                      -39-


<PAGE>   38

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Cash and cash equivalents:

              Cash and cash equivalents include cash and due from banks,
              federal funds sold and interest bearing deposits in banks.

          Recent pronouncements:

              The FASB has also issued SFAS No. 122, "Accounting for Mortgage
              Servicing Rights and Excess Servicing Receivables and for
              Securitization of Mortgages Loans." The new statement amends
              Statement No. 65, "Accounting for Certain Mortgage Banking
              Activities," and primarily eliminates the distinction between
              purchased mortgage servicing rights and mortgage servicing rights
              on loans originated by the financial institution. SFASNo. 122 is
              effective for fiscal years beginning December 15, 1995. The
              adoption of this statement did not have a material impact on the
              Company's consolidated financial statements.

              In October 1995, the FASB issued SFASNo. 123, "Accounting for
              Stock-Based Compensation." This statement establishes financial
              accounting and reporting standards for stock-based employee
              compensation plans and is effective for fiscal years beginning
              after December 31, 1995. The adoption of this statement did not
              have a material impact on the Company's consolidated financial
              statements.

              In June 1996, the FASB issued SFASNo. 125, "Accounting for
              Transfers and Servicing of Financial Assets and Extinguishments
              of Liabilities." This statement provides accounting and reporting
              standards for transfers and servicing of financial assets and
              extinguishments of liabilities and is effective for fiscal years
              occurring after December 31, 1996. The adoption of this statement
              will not have a material impact on the Company's consolidated
              financial statements.

          Reclassifications:

              Certain amounts in the 1995 and 1994 financial statements have
              been reclassified to conform with the financial statement
              presentation for 1996 for comparability. These reclassifications
              had no effect on net income as previously reported for the 1995
              and 1994 fiscal years.


Note 2.  Restrictions on Cash and Due From Bank Accounts

          The Bank is required to maintain average reserve balances by the
          Federal Reserve Bank. The average amount of these reserve balances
          was $456,000 and $484,000 for the years ended December 31, 1996 and
          1995, respectively.




                                     -40-
<PAGE>   39

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3.  Investment Securities

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

                                                        DECEMBER 31, 1996
                                      -----------------------------------------------------
                                       AMORTIZED      UNREALIZED   UNREALIZED       FAIR
                                          COST          GAINS        LOSSES         VALUE
                                      -----------   -----------   -----------   -----------
<S>                                   <C>           <C>           <C>           <C>        
Securities held to maturity:
   U.S. Treasury Securities .......   $ 4,005,216   $     7,359   $     4,953   $ 4,007,622
   U.S. Government and Agencies ...    11,512,680        74,124        32,443    11,554,361
                                      -----------   -----------   -----------   -----------

                                      $15,517,896   $    81,483   $    37,396   $15,561,983
                                      ===========   ===========   ===========   ===========

Securities available for sale:
   Mortgage-Backed Securities .....   $ 1,722,323   $    68,810   $     3,979   $ 1,787,154
   U.S. Treasury Securities .......       996,305         6,114            --     1,002,419
   U.S. Government and Agencies....     3,000,115        15,473         4,014     3,011,574
   State and Political Subdivisions     2,864,823        29,349        24,406     2,869,766
                                      -----------   -----------   -----------   -----------

                                      $ 8,583,566   $   119,746   $    32,399   $ 8,670,913
                                      ===========   ===========   ===========   ===========
</TABLE>
<TABLE>
<CAPTION>


                                                         DECEMBER 31, 1995                       
                                      -----------------------------------------------------      
                                        AMORTIZED    UNREALIZED   UNREALIZED        FAIR         
                                          COST         GAINS        LOSSES          VALUE        
                                      -----------   -----------   -----------   -----------      
<S>                                   <C>           <C>           <C>           <C>              
Securities held to maturity:                                                                     
U.S. Treasury Securities .......      $ 5,507,763   $    57,641   $     2,841   $ 5,562,563      
U.S. Government and Agencies ...       10,997,236        86,368        26,790    11,056,814      
                                      -----------   -----------   -----------   -----------      
                                      $16,504,999   $   144,009   $    29,631   $16,619,377      
                                      ===========   ===========   ===========   ===========      
Securities available for sale:                                                                   
   Mortgage-Backed Securities ..      $ 2,247,622   $   100,366   $     6,300   $ 2,341,688      
   U.S. Government and Agencies         1,500,000        35,834            --     1,535,834      
   State and Political Subdivisions     1,233,733        29,286            --     1,263,019      
                                      -----------   -----------   -----------   -----------      
                                                                                                 
                                      $ 4,981,355   $   165,486   $     6,300   $ 5,140,541      
                                      ===========   ===========   ===========   ===========      
</TABLE>

Securities with book values of $14,775,340 and $11,938,802 at December 31, 1996
and 1995, respectively, were pledged to secure public deposits and other
transactions as required by law.

There were no gross-realized gains or gross-realized losses on sales of
securities for the fiscal years ended December 31, 1996, 1995 or 1994.

                                      -41-


<PAGE>   40

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          The maturities of investment securities at December 31, 1996 were as
follows:

<TABLE>   
<CAPTION> 

                                        SECURITIES TO BE HELD
                                            TO MATURITY
                                      -------------------------
                                       AMORTIZED       FAIR
YEARS TO MATURITY                        COST          VALUE
                                      -----------   -----------
<S>                                   <C>           <C>        
Less than one .....................   $ 6,297,189   $ 6,294,218
Greater than one but less than five     9,220,708     9,267,765
Greater than five but less than ten            --            --
Greater than ten ..................            --            --
                                      -----------   -----------
                                      $15,517,897   $15,561,983
                                      ===========   ===========
</TABLE>
<TABLE>   
<CAPTION> 

                                         SECURITIES AVAILABLE      
                                              FOR SALE             
                                       ------------------------    
                                        AMORTIZED       FAIR       
YEARS TO MATURITY                         COST          VALUE      
                                       -----------   ----------    
<S>                                    <C>           <C>           
Less than one .....................    $1,623,891    $1,631,724    
Greater than one but less than five     4,855,891     4,892,661    
Greater than five but less than ten     2,103,784     2,146,528    
Greater than ten ..................            --            --    
                                       ----------    ----------    
                                       $8,583,566    $8,670,913    
                                       ==========    ==========    
</TABLE>



                                      -42-
<PAGE>   41

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.     Loans

            Major classifications of subsidiary bank's loan portfolio at
December 31, are as follows:
<TABLE>   
<CAPTION> 

                                  1996            1995            1994
                              ------------    ------------    ------------
<S>                           <C>             <C>             <C>         
Commercial, financial and
   agricultural ...........   $  7,437,376    $  6,239,611    $  6,542,510
Real estate construction...        285,247         119,530         325,136
Real estate mortgage.......     16,277,777      16,472,824      16,119,511
Installment ...............      4,925,410       4,182,430       4,681,454
                              ------------    ------------    ------------
                                28,925,810      27,014,395      27,668,611

Unearned income ...........             --             (45)         (1,299)
                              ------------    ------------    ------------
   Net loans ..............     28,925,810      27,014,350      27,667,312

Allowance for possible loan
   losses .................       (614,339)       (624,122)       (614,310)
                              ------------    ------------    ------------

                              $ 28,311,471    $ 26,390,228    $ 27,053,002
                              ============    ============    ============

</TABLE>


            The following is a summary of loans classified by type at December
31, 1996:
<TABLE>
<S>                                                  <C>        
Commercial, financial and
   agricultural ..................................   $ 7,437,376
Real estate construction .........................       285,247
Real estate mortgage .............................     9,293,413
                                                     -----------
   Total commercial ..............................    17,016,036
                                                     -----------

Residential mortgage .............................     6,984,364
Installment ......................................     4,925,410
                                                     -----------
                                                      11,909,774

Less unearned income .............................            --
                                                     -----------
   Total consumer ................................    11,909,774
                                                     -----------

   Total loans ...................................   $28,925,810
                                                     ===========
</TABLE>



                                      -43-
<PAGE>   42

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The following summarizes the non-performing elements of the loan portfolio and
total foreclosed assets at December 31:
<TABLE>   
<CAPTION> 
                                                  1996       1995       1994
                                                --------   --------   --------
<S>                                             <C>        <C>        <C>     
   Nonperforming loans:
      Loans on nonaccrual ...................   $496,490   $  2,051   $  3,722
      Restructured loans which
         are not on nonaccrual ..............     93,630    112,008    132,690
                                                --------   --------   --------
                   Total nonperforming loans.    590,120    114,059    136,412

   Other real estate and
      repossessed assets received
      in complete or partial
      satisfaction of loan
      obligations ...........................     13,800     13,800     16,744
                                                --------   --------   --------
                   Total nonperforming assets   $603,920   $127,859   $153,156
                                                ========   ========   ========

    Loans contractually past
         due 90 days or more as
         to principal or interest,
         but which are not on
         nonaccrual .........................   $ 27,434   $  9,504   $  9,377
                                                ========   ========   ========
</TABLE>


As discussed in Note 1, the Company adopted SFAS No. 114 effective January 1,
1995. The adoption of SFAS No. 114 did not have a material impact on the
financial condition or operating results of the Company. At December 31, 1996,
the recorded investment in loans that were considered to be impaired under SFAS
No. 114 was $496,490. Included in this amount was $476,026 of impaired loans
for which the related allowance for loan losses was $170,000 and $20,464 of
impaired loans that do not have an allowance for loan losses. The average
recorded investment in impaired loans during the year ended December 31, 1996
was approximately $287,886. Interest payments received on impaired loans are
applied to principal if there is doubt as to the collectibility of the
principal; otherwise, these receipts are recorded as interest income. For the
year ended December 31, 1996, the Company did not recognize interest income on
impaired loans.

As it relates to in-substance foreclosures, SFAS No. 114 requires that a
creditor continue to follow loan classification on the balance sheet unless the
creditor receives physical possession of the collateral. The Company has had no
in-substance foreclosures for any of the periods presented.

Interest income in the amount of $59,177 for 1996, $13,732 for 1995 and $13,846
for 1994 would have been recorded on nonperforming loans if they had been
classified as performing. The Company recorded $6,633, $7,638 and $6,707 of
interest income on nonperforming loans during 1996, 1995 and 1994,
respectively.




                                      -44-
<PAGE>   43

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            The following is a summary of the allowance for loan losses for the
            three years ended December 31, 1996:
<TABLE>   
<CAPTION> 

                                    1996          1995         1994
                                  ---------    ---------    ---------
<S>                               <C>          <C>          <C>      
Balance, beginning of year ....   $ 624,122    $ 614,310    $ 605,653
Provisions charged to operating
   expense ....................           -            -       12,000
Recoveries on loans ...........       7,946       15,382       11,177
Loans charged off .............     (17,729)      (5,570)     (14,520)
                                  ---------    ---------    ---------

Balance, end of year ..........   $ 614,339    $ 624,122    $ 614,310
                                  =========    =========    =========
</TABLE>


Note 5.     Related Party Transactions

            In the ordinary course of business, loans have been made to
            directors and executive officers and their associates. Such loans
            to these related parties were made on substantially the same terms,
            including interest rates and collateral, as those prevailing at the
            time for comparable transactions with other persons. Loans to these
            related parties were approximately $1,259,914 and $1,169,728 at
            December 31, 1996 and 1995, respectively. The following provides an
            analysis of the activity with respect to loans to related parties:
<TABLE>

<S>                <C>                               <C>        
Balance at January 1, 1995 .......................   $ 1,169,728
New loans made ...................................     1,904,697
Repayment on loans ...............................    (1,814,511)
                                                     -----------
Balance at December 31, 1996 .....................   $ 1,259,914
                                                     ===========
</TABLE>
                                                                


Note 6.     Bank Premises and Equipment

            Bank premises and equipment, at cost, consisted of the following as
of December 31:
<TABLE>   
<CAPTION> 
                                   1996         1995         1994
                                ----------   ----------   ----------
<S>                             <C>          <C>          <C>       
Land ........................   $  384,387   $  384,387   $  384,387
Premises and leasehold
   improvements .............    1,784,621    1,781,317    1,779,258
Furniture and equipment .....    1,190,307    1,151,645    1,077,041
                                ----------   ----------   ----------
                                 3,359,315    3,317,349    3,240,686
Less accumulated depreciation
   and amortization .........    2,022,916    1,881,903    1,865,546
                                ----------   ----------   ----------

     Total ..................   $1,336,399   $1,435,446   $1,375,140
                                ==========   ==========   ==========
</TABLE>

            Depreciation and amortization expense included in non-interest
            expense was $198,895 in 1996, $177,106 in 1995, and $174,281 in
            1994.



                                      -45-
<PAGE>   44

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7.    Concentrations of Credit Risk

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

           At December 31, 1996, the Bank has loans outstanding to multiple
           numbers of borrowers engaged in the medical industry and the legal
           profession. The loans to the medical industry totaled $4,981,898,
           while the loans to the legal profession were $2,912,835. There were
           no significant nonperforming loans outstanding in these two
           concentrations.


Note 8.    Earnings Per Share

           The earnings per share computation are based on 120,000 weighted
           average number of shares outstanding during each year.


Note 9.    Employee Benefit Plan

           The Bank maintains a 401(k) Savings Plan available to employees with
           over one year of service. The Bank matches 50% of the salary
           deferral, up to a maximum of 2% of compensation, which becomes
           vested after five years of service. Total contributions to the plan
           by the Bank were $9,491 for 1996 and $11,201 for 1995. The Bank
           entered into a non-qualified deferred compensation plan for certain
           executives of the Company in 1995. The total deferred compensation
           expense for 1996 and 1995 was $10,109 and $3,147, respectively.




                                      -46-
<PAGE>   45

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10.      Income Taxes

              The Company adopted SFAS No. 109 effective January 1, 1992.
              Income tax expense includes amounts currently payable and amounts
              deferred to or from other years as a result of differences in the
              timing of recognition of income and expense for financial
              reporting and deferral tax purposes. The components of income tax
              expense are as follows:

<TABLE>   
<CAPTION> 
                                       1996        1995         1994
                                    ---------    ---------    ---------
<S>                                 <C>             <C>                
Current federal income tax
   expense ......................   $ 318,215    $ 429,877    $      --
Deferred federal income tax
   expense (benefit) ............      16,983       19,916      (56,432)
                                    ---------    ---------    ---------

                                    $ 335,198    $ 449,793    $ (56,432)
                                    =========    =========    =========
Included in shareholders' equity:
   Deferred tax expense
  (benefit) related to the
  change in net unrealized
  gain (loss) on securities
  available for sale ............   $ (24,425)   $  54,467    $    (344)
                                    =========    =========    =========
</TABLE>



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

<TABLE>   
<CAPTION> 
                                 1996                   1995                 1994
                       --------------------   -------------------    --------------------
                        AMOUNT        RATE     AMOUNT       RATE     AMOUNT         RATE
                       ---------      ----   ---------      ----    ---------       ---- 
<S>                    <C>            <C>    <C>             <C>    <C>             <C>  
Tax based on                        
   federal                          
   statutory rate ..   $ 466,992     34.0%    $ 480,505     34.0%    $ 308,058     34.0%
Effect of tax-                      
   exempt income ...     (52,782)    (3.8)      (81,919)    (5.8)      (19,055)    (2.1)
Change in deferral                  
   valuation reserve     (61,938)    (4.5)           --       --            --       --
Other ..............     (17,074)    (1.3)       51,207      3.6       (67,922)    (7.5)
Net operating                       
   loss utilized ...          --       --            --       --      (277,513)   (30.6)
                       ---------     ----     ---------     ----     ---------     ----
                       $ 335,198     24.4%    $ 449,793     31.8%    $ (56,432)    (6.2)%
                       =========     ====     =========     ====     =========     ====

</TABLE>

                                      -47-

<PAGE>   46


                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             Deferred tax assets and liabilities included in other assets or
             other liabilities at December 31 consist of the following:
<TABLE>   
<CAPTION> 

                                                       1996          1995
                                                     ---------    ---------
<S>                                                  <C>          <C>      
 Deferred tax assets:
   Allowance for loan losses .....................   $  14,022    $  14,022
   Foreclosed assets .............................      33,660       32,640
   Other .........................................       8,362        4,069
   Investment tax credit carryforward ............           -       61,938
                                                     ---------    ---------
      Total deferred tax assets ..................      56,044      112,669
                                                     ---------    ---------

Deferred tax liabilities:
   Net unrealized appreciation
      on available for sale securities ...........      29,698       54,123
   Accumulated depreciation ......................      36,511       14,215
                                                     ---------    ---------
      Total deferred tax liabilities .............      66,209       68,338
                                                     ---------    ---------

Net deferred tax asset, (tax liabilities) ........     (10,165)      44,331
Deferred tax valuation reserve ...................           -      (61,938)
                                                     ---------    ---------

      Total net deferred tax asset (liability) ...   $ (10,165)   $ (17,607)
                                                     =========    =========
</TABLE>

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

Note 11.     Lease Commitments

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

             Future minimum payments, by year and in the aggregate, for
             noncancelable operating leases with initial or remaining terms of
             one year or more consisted of the following at December 31, 1995:

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

<C>                                                <C>     
1997 ...........................................   $ 58,538
1998 ...........................................     60,738
1999 ...........................................     43,200
2000 ...........................................     43,200
2001 ...........................................     43,200
                                                   --------

Total future minimum lease payments ............   $248,876
                                                   ========
</TABLE>



                                      -48-
<PAGE>   47

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

             The total rental expense on operating leases for the years ended
             December 31, 1996, 1995, and 1994, amount to $58,538, $58,538 and
             $54,756, respectively.

             One of the bank's branch offices is leased from a corporation in
             which some of the lessor's shareholders are directors of the bank.


Note 12.      Other Operating Expenses

             The composition of other operating expenses for each of the three
             years for the period ended December 31 are as follows:
<TABLE>   
<CAPTION> 
                                   1996       1995       1994
                                  -------    -------    -------
<S>                              <C>        <C>        <C>     
FDIC and Louisiana assessments   $ 16,046   $ 71,669   $115,652
Office supplies ..............     76,439     68,812     64,456
Postage ......................     52,358     57,043     51,493
Other insurance ..............     29,440     31,638     45,481
ATM expenses .................     25,836     28,466     45,246
Director fees ................     70,400     61,100     49,200
Other ........................    346,498    297,255    297,684
                                  -------    -------    -------

                                 $617,017   $615,983   $669,212
                                 ========   ========   ========
</TABLE>




                                      -49-
<PAGE>   48
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.    American Bancorp, Inc. (Parent Company Only)

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


            BALANCE SHEETS
<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                          -----------------------
                                                             1996         1995
                                                          ----------   ----------
<S>                                                       <C>          <C>       
ASSETS
   Cash on deposit with subsidiary ....................   $    4,768   $    1,533
   Investment in subsidiary ...........................    7,646,142    6,776,482
   Due from American Bank .............................       36,128      427,962
                                                          ----------   ----------

      Total assets ....................................   $7,687,038   $7,205,977
                                                          ==========   ==========

LIABILITIES
   Accrued income taxes payable .......................   $   30,644   $  420,477
                                                          ----------   ----------

     Total liabilities ................................       30,644      420,477
                                                          ----------   ----------

SHAREHOLDERS' EQUITY
   Common stock: $5 par value, 10,000,000
      shares authorized; 120,000 shares
      issued and outstanding ..........................      600,000      600,000
   Surplus ............................................    2,150,000    2,150,000
   Retained earnings ..................................    4,848,745    3,930,437
   Net unrealized loss on securities
      available for sale, net of tax of $29,698
      and $54,123, respectively .......................       57,649      105,063
                                                          ----------   ----------

         Total shareholders' equity ...................    7,656,394    6,785,500
                                                          ----------   ----------

         Total liabilities and shareholders' equity ...   $7,687,038   $7,205,977
                                                          ==========   ==========
</TABLE>







                                      -50-
<PAGE>   49

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

American Bancorp, Inc. (Parent Company Only)

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                      YEARS ENDED DECEMBER 31,
                                                   1996         1995          1994
                                                ----------   ----------    ----------
<S>                                             <C>          <C>           <C>     
Income:
   Dividends from bank subsidiary ...........   $  123,000   $     --      $     --

Expenses:
   Other expenses ...........................        1,765        5,880           814
                                                ----------   ----------    ----------

Earnings before income taxes
   and equity in undistributed
   earnings of subsidiary ...................      121,235       (5,880)         (814)

Provision for income taxes ..................         --          9,400      (200,182)
                                                ----------   ----------    ----------

Earnings before equity in
   undistributed earnings of
   subsidiary ...............................      121,235      (15,280)      199,368

Equity in undistributed
   earnings of subsidiary ...................      917,074      978,737       763,116
                                                ----------   ----------    ----------

      Net income ............................   $1,038,309   $  963,457    $  962,484
                                                ==========   ==========    ==========
</TABLE>



                                     -51-


<PAGE>   50

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              American Bancorp, Inc. (Parent Company Only)

              STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                   -----------------------------------------
                                                      1996           1995           1994
                                                   -----------    -----------    -----------
<S>                                                <C>            <C>            <C>        
OPERATING ACTIVITIES
   Net income ..................................   $ 1,038,309    $   963,456    $   962,484
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
         Equity in undistributed
            earnings of subsidiary .............      (917,074)      (978,737)      (763,116)
         (Increase) decrease in other assets ...       391,833       (305,781)      (122,182)
         Increase (decrease) in income taxes
            payable.............................      (389,833)       420,478           --
                                                   -----------    -----------    -----------

            Net cash provided by
               operating activities ............       123,235         99,416         77,186
                                                   -----------    -----------    -----------

FINANCING ACTIVITIES
   Dividends paid to shareholders ..............      (120,000)      (102,000)       (78,000)
                                                   -----------    -----------    -----------

            Net cash used by
               financing activities ............      (120,000)      (102,000)       (78,000)
                                                   -----------    -----------    -----------

            Increase (decrease) in cash
               and cash equivalents ............         3,235         (2,584)          (814)

Cash and cash equivalents at
   beginning of year ...........................         1,533          4,117          4,931
                                                   -----------    -----------    -----------

Cash and cash equivalents at
   end of year .................................   $     4,768    $     1,533    $     4,117
                                                   ===========    ===========    ===========
</TABLE>


Note 14. Financial Instruments

         Generally accepted accounting principles require disclosure of fair
         value information about financial instruments for which it is
         practicable to estimate fair value, whether or not the financial
         instruments are recognized in the financial statements. When quoted
         market prices are not available, fair values are based on estimates
         using present value or other valuation techniques. Those techniques
         are significantly affected by the assumptions used, including the
         discount rate and estimates of future cash flows. The derived fair
         value estimates cannot be substantiated through comparison to
         independent markets and, in many cases, could not be realized in
         immediate settlement of the instrument. Certain financial instruments
         and all non-financial instruments are excluded from these disclosure
         requirements.
        
        

                                      -52-
<PAGE>   51

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Further, the disclosures do not include estimated fair values for
         items which are not financial instruments but which represent
         significant value to the Bank, among them, core deposit intangibles,
         loan servicing rights and other fee-generating businesses.
         Accordingly, the aggregate fair value amounts presented do not
         represent the underlying value of the Company.
        
         The carrying amount of cash and short-term investments and demand
         deposits approximates the estimated fair value of these financial
         instruments. The estimated fair value of securities is based on quoted
         market prices, dealer quotes and prices obtained from independent
         pricing services. The estimated fair value of loans and interest
         bearing deposits is based on present values using applicable
         risk-adjusted spreads to the appropriate yield curve to approximate
         current interest rates applicable to each category of these financial
         instruments.
        
         Interest rates were not adjusted for changes in credit risk of
         performing commercial loans for which there are no known credit
         concerns. Management segregates loans into appropriate risk categories
         and believes the risk factor embedded in the interest rates results in
         a fair valuation of these loans on an entry-value basis.
        
         Variances between the carrying amount and the estimated fair value of
         loans reflect both credit risk and interest rate risk. The Bank is
         protected against changes in credit risk by the allowance for possible
         loan losses of $614,339 at December 31, 1996.
        
         The fair value estimates presented are based on information available
         to management as of December 31, 1996. Although management is not
         aware of any factors that would significantly affect the estimated
         fair value amounts, these amounts have not been revalued for purposes
         of these financial statements since that date. Therefore, current
         estimates of fair value may differ significantly from the amounts
         presented. None of the assets or liabilities included in the table
         below are held for trading purposes.
        
         The Bank issues financial instruments in the normal course of business
         to meet the financing needs of its customers and to reduce exposure to
         fluctuations in interest rates. These financial instruments include
         commitments to extend credit and letters of credit and involve, to
         varying degrees, elements of credit and interest rate risk in excess
         of the amount recognized on the balance sheet.
        


                                      -53-
<PAGE>   52
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                           CARRYING        FAIR
                                                            AMOUNT         VALUE
                                                          -----------   -----------
<S>                                                       <C>           <C>        
          ASSETS
            Cash and short-term investments ...........   $12,381,349   $12,381,349
            Securities held to maturity ...............   $15,517,896   $15,561,983
            Securities available for sale .............   $ 8,670,913   $ 8,670,913
            Commercial loans ..........................   $17,016,036   $17,060,580
            Consumer loans ............................   $11,909,774   $11,887,634

          LIABILITIES
            Demand deposits ...........................   $16,727,523   $16,727,523
            NOW accounts ..............................   $13,575,732   $13,575,732
            Money market accounts .....................   $ 2,021,474   $ 2,021,474
            Savings ...................................   $8,307,930,   $ 8,421,721
            Time Deposits .............................   $18,733,974   $18,705,443
</TABLE>


         Commitments to extend credit are legally binding, conditional
         agreements generally having fixed expiration or termination dates and
         specified interest rates and purposes. These commitments generally
         require customers to maintain certain credit standards. Collateral
         requirements and loan-to-value ratios are the same as those for funded
         transactions and are established based on management's credit
         assessment of the customer. Commitments may expire without being drawn
         upon. Therefore, the total commitment amount does not necessarily
         represent future funding requirements. The Bank's experience has been
         that most loan commitments are drawn upon by customers.
        
         The Bank issues letters of credit and financial guarantees (standby
         letters of credit) whereby it agrees to honor certain financial
         commitments in the event its customers are unable to perform. The
         majority of the standby letters of credit consist of performance
         guarantees. Management conducts regular reviews of all outstanding
         standby letters of credit, and the results of these reviews are
         considered in assessing the adequacy of the Bank's reserve for
         possible loan losses. The Bank has not incurred any losses in its
         commitments in 1995 or 1994. Management does not anticipate any
         material losses related to these instruments.
        
         The estimated fair values of off-balance-sheet financial instruments
         are not material. A summary of the notional amounts of the Bank's
         financial instruments with off-balance-sheet risk at December 31, 1996
         and 1995 are as follows:
        
<TABLE>
<CAPTION>
                                                             1996         1995
                                                          ----------   ----------
<S>                                                       <C>          <C>       
          Commitments to extend credit ................   $1,149,800   $3,657,383
          Credit card arrangements ....................   $1,097,857   $1,010,652
          Standby letters of credit ...................   $  152,768   $   38,277
</TABLE>




                                      -54-

<PAGE>   53

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Regulatory Matters

         The Bank is subject to the dividend restrictions set forth by the
         Louisiana Commissioner of Financial Institutions. Under such
         restrictions, the Bank may not, without the prior approval of the
         Commissioner of Financial Institutions, declare dividends in excess of
         the sum of the current year and prior year earnings less dividends
         paid during these periods. The dividends as of December 31, 1996, that
         the Bank could declare without the approval of the Commissioner of
         Financial Institutions, amounted to $1,895,784. The Bank is also
         required to maintain minimum amounts of capital to total "risk
         weighted" assets, as defined by the banking regulators. At December
         31, 1996, the Bank is required to have minimum Tier 1 and Total
         capital ratios of 4% and 8%, respectively. The Bank's actual ratios at
         that date were 23.23% and 24.48%, respectively. The Bank's leverage
         ratio were 12.44% and 11.36% as of December 31, 1996 and 1995,
         respectively.
        
         Under Section 18J of the Federal Deposit Insurance Act, which is
         subject to Section 23A of the Federal Reserve Act, the Bank cannot
         make loans, extensions of credit, repurchase agreements, investments,
         and advances, which exceed 10 percent of its capital stock and
         surplus, to an affiliate. Such loans must be collateralized by assets
         with market values of 100% to 130% of loan amounts, depending upon the
         mature of the collateral.
        

Note 16. Contingencies

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





                                      -55-


<PAGE>   54

                           OFFICERS AND DIRECTORS OF
                        AMERICAN BANK AND TRUST COMPANY

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

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

                             SENIOR VICE-PRESIDENT
                            Walter J. Champagne, Jr.

                                VICE-PRESIDENTS

Charlene Louviere                                        Joan T. Muller, Chief
Angel Powell                                               Financial Officer, 
Peter Strawitz, III                                        Cashier
                                                         
                                                         
                          ASSISTANT VICE-PRESIDENTS      
                                                         
David Gremillion                                         Dawn D. Stolzenthaler
                                                         
                                                         
                              ASSISTANT CASHIERS         
                                                         
Elaine D. Ardoin                                         Cindy Melancon
Audrey Cormier                                           Bonnie Pavy
Bernadine Hargroder                                      Stephanie Richard
Sally Hooks                                              Audrey Thibodeaux
                                                         
                                                         
                                   DIRECTORS             
                                                         
Joseph J. Artall                                         Salvador L. Diesi, Sr.
Walter J. Champagne, Jr.                                 Alvin Haynes II
Attaway Darbonne                                         Charles Jagneaux
J.C. Diesi                                               Sylvia Sibille
                                                         
                                                         
                              OFFICES LOCATED IN         
                                                         
OPELOUSAS                                                KROTZ SPRINGS
LAFAYETTE                                                PORT BARRE
LAWTELL                                                  
                                                       



                                      -56-


<PAGE>   55

                           OFFICERS AND DIRECTORS OF
                             AMERICAN BANCORP, INC.

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

                              SECRETARY/TREASURER
                               Ronald J. Lashute



BOARD OF DIRECTORS                OCCUPATION AND MAIN AFFILIATION
                                  
Joseph J. Artall                  Farmer.
                                  
Walter J. Champagne, Jr.          General Merchandising and Agriculture
                                  Walter J. Champagne Company.
                                  
J.C. Diesi                        Automobile Dealer; Diesi
                                  Pontiac-Cadillac-Buick, Inc.
                                  
Salvador L. Diesi, Sr.            Chairman of the Board and President,
                                  American Bancorp, Inc. and American
                                  Bank & Trust Company; Wholesale Beer
                                  Distributor, Premium Brands, Inc.;
                                  Gas Station, Convenience Store, and
                                  Video Poker; Little Capitol of
                                  Louisiana, Inc.; Commercial real
                                  estate, farming interest;  and Attorney at 
                                  Law.
                                  
Ronald J. Lashute                 Chief Executive Officer of American
                                  Bank & Trust Company and
                                  Secretary/Treasurer of American Bancorp, Inc.
                                  
                                  


                                      -57-