<PAGE>
                                                                    EXHIBIT 13.1



                         [AMERICAN BANCORP, INC. LOGO]
--------------------------------------------------------------------------------
                         2001 ANNUAL REPORT
                         AMERICAN BANCORP, INC.
                         POST OFFICE BOX 1819
                         OPELOUSAS, LOUISIANA 70571-1819



<PAGE>

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 45 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>
    2001                       First                          $ 71                  $ 71                 $      --
                               Second                           74                    74                        --
                               Third                            76                    76                        --
                               Fourth                           80                    80                      2.00

    2000                       First                          $ 61                  $ 61                 $      --
                               Second                           62                    62                        --
                               Third                            64                    64                        --
                               Fourth                           68                    30                      1.70
</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 508 shareholders of
record at December 31, 2001.

         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 10, 2002 in the Board of Directors Room at the Operations
Center located at 321 East Landry Street, Opelousas, Louisiana.

FORM 10-K ANNUAL REPORT

         American Bancorp, Inc. files an annual report with the Securities and
Exchange Commission on Form 10-K. A copy of the report filed on Form 10-K will
be sent free of charge to any shareholder by writing to: Ronald J. Lashute,
Chief Executive Officer and Executive Vice-President, American Bank and Trust
Company, Post Office Box 1819, Opelousas, Louisiana 70571-1819.




                                       -1-



<PAGE>




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


<Table>
<Caption>

                                                                  2001             2000                1999
                                                              ------------      ------------      ------------
<S>                                                           <C>               <C>               <C>
FOR THE YEAR

         Net income .....................................     $      1,136      $      1,203      $      1,086

         Return on average shareholders' equity .........             9.59%            11.91%            11.38%

         Return on average total assets .................             1.35%             1.54%             1.42%

AT YEAR END

         Total assets ...................................     $     91,590      $     82,760      $     80,232

         Total earning assets ...........................     $     83,525      $     73,116      $     71,670

         Total loans ....................................     $     37,146      $     32,080      $     28,253

         Total deposits .................................     $     78,688      $     71,318      $     70,434

         Total shareholders' equity .....................     $     12,265      $     11,076      $      9,506

         Common shares outstanding ......................          116,589           117,630           117,712

PER SHARE

         Net income .....................................     $       9.71      $      10.23      $       9.21

         Book value .....................................     $     105.20      $      94.16      $      80.75

         Cash dividends declared ........................     $       2.00      $       1.70      $       1.45

CAPITAL RATIOS

         Total risk-based capital ratio .................            28.41%            30.25%            29.82%

         Leverage ratio .................................            14.14%            14.14%            13.11%
</Table>



                                       -2-


<PAGE>

                                    CONTENTS

<Table>
<Caption>

                                                                                                                          PAGE

<S>                                                                                                                       <C>
Financial Summary....................................................................................................     2

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

Management's Discussion and Analysis of Financial Condition and Results of Operations................................     5 - 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 - 56

Selected quarterly financial data (unaudited)........................................................................     57

Officers and directors of American Bank & Trust Company..............................................................     59

Officers and directors of American Bancorp, Inc......................................................................     60
</Table>


                                       -3-

<PAGE>


                               TO THE SHAREHOLDERS

         We are proud to report to you another successful year for American
Bancorp, Inc. and its sole subsidiary, American Bank & Trust Company. Our growth
and income goals were both achieved this past year. Average assets grew 7.57%
and were $83,859,057 at year end. Net income was $1,135,999, down only $67,257
from our record year earnings in 2000. As a result of earnings, return on
average assets was 1.35% and return on equity was 9.59%.

         Earnings per share this past year was $9.71, as compared to $10.23 for
2000. The company's book value per share increased to $105.20 at year end
compared to $94.16 at the end of 2000. Cash dividends declared and paid to
shareholders in 2001 was $2.00 per share, an increase of more than 17% over the
2000 dividend.

         As the Bank's assets continued to grow in 2001, the quality of the
assets remains remarkably good. Nonperforming assets remained low at $32,199 or
less than 0.04% of total assets at year end, and net charged off loans were only
0.05% of average total loans. The Bank also remains well capitalized with a very
healthy leverage capital ratio of 14.14%.

         Construction of the new Lafayette location on Moss Street was completed
and the facility opened in July of 2001. Technological enhancements were
continued throughout the year.

         On behalf of the Board of Directors, management and employees, we
pledge to continue to meet your expectations and thank you for the opportunity
to serve you.

/s/ SALVADOR L. DIESI

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>
           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,
                                               ------------------------------------------------------------------
                                                  2001         2000           1999          1998           1997
                                               ----------    ----------    ----------    ----------    ----------
<S>                                            <C>           <C>           <C>           <C>           <C>
Operating Data:
      Interest income ......................   $    5,326    $    5,210    $    4,819    $    4,657    $    4,483
      Interest expense .....................        1,530         1,545         1,511         1,446         1,398
                                               ----------    ----------    ----------    ----------    ----------
      Net interest income ..................        3,796         3,665         3,308         3,211         3,085
      Provision for possible loan
         losses ............................           42            11            --            --            --
                                               ----------    ----------    ----------    ----------    ----------
      Net interest income after
         provision for loan losses .........        3,754         3,654         3,308         3,211         3,085
      Non-interest income ..................          665           695           693           612           606
      Non-interest expense .................        2,904         2,720         2,512         2,407         2,339
                                               ----------    ----------    ----------    ----------    ----------
      Net income before taxes ..............        1,515         1,629         1,489         1,416         1,352
      Provision for income taxes ...........          379           426           403           408           405
                                               ----------    ----------    ----------    ----------    ----------
      Net income ...........................   $    1,136    $    1,203    $    1,086    $    1,008    $      947
                                               ==========    ==========    ==========    ==========    ==========

 Per share data:
      Weighted average number of
         shares outstanding ................      117,016       117,673       117,884       118,965       119,997
      Net income ...........................   $     9.71    $    10.23    $     9.21    $     8.47    $     7.90
      Cash dividends declared ..............   $     2.00    $     1.70    $     1.45    $     1.25    $     1.10
      Book value at end of year ............   $   105.20    $    94.16    $    80.75    $    79.75    $    70.96

 Selected year-end balances:
      Loans ................................   $   37,751    $   32,659    $   28,832    $   28,058    $   28,435
      Deposits .............................   $   78,688    $   71,318    $   70,434    $   63,819    $   55,857
      Equity ...............................   $   12,265    $   11,076    $    9,505    $    9,446    $    8,512
      Total assets .........................   $   91,590    $   82,760    $   80,232    $   73,666    $   64,621

 Selected average balances:
      Average assets .......................   $   83,859    $   77,954    $   76,452    $   68,472    $   64,384
      Average shareholders' equity .........   $   11,846    $   10,104    $    9,536    $    8,942    $    8,099

 Selected ratios:
      Return on average assets .............         1.35%         1.54%         1.42%         1.47%         1.47%
      Return on average shareholders'
        equity .............................         9.59%        11.91%        11.38%        11.27%        11.70%
      Dividend payout to net income
         per share .........................        20.60%        16.62%        15.74%        14.76%        13.92%
      Average equity/average assets ........        14.13%        12.96%        12.47%        13.06%        12.58%
      Tier 1 risk-based capital ratio ......        27.16%        29.00%        28.57%        27.47%        26.13%
      Total risk-based capital ratio .......        28.41%        30.25%        29.82%        28.72%        27.38%
      Leverage ratio .......................        14.14%        14.14%        13.11%        13.36%        12.97%
</Table>

                                       -5-
<PAGE>

         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 $1,135,999 in 2001 compared to
$1,203,256 in 2000 and $1,085,544 in 1999. Interest income has increased over
the last three years. The increase for 2001 was $.116 million and an increase of
$.391 million from 1999 to 2000. Interest expense decreased in 2001. The
decrease for 2001 was $.015 million and an increase of $.033 million from 1999
to 2000. Net income before taxes decreased in 2001 by $.144 million from 2000.
It increased $.141 million from 1999 to 2000. Overall net income has been fairly
consistent over the three year period.

         Average total assets continue to increase. These assets have grown
7.6%, 2.0% and 11.7% in 2001, 2000 and 1999, respectively. This increase is a
result of the growth in all categories of deposits in 2001 as compared to 2000
and the growth of interest bearing demand deposits and non-interest bearing
demand deposits in 2000. Non-interest bearing demand deposits increased $1.855
million in 2001 or 7% over the 2000 balance and an increase of $1.638 million in
2000 or 7% over the 1999 balance. Interest bearing demand deposits increased
$.647 million in 2001 or 4% over the 2000 balance and an increase of $.792
million in 2000 or 7% over the 1999 balance. Savings deposits increased $1.268
million in 2001 or 14% over the 2000 balance and a decrease of $.498 million in
2000 or 5% over the 1999 balance. Time deposits increased $3.600 million or 17%
in 2001 over the 2000 amounts and decreased $1.061 million or 5% in 2000 over
the 1999 amounts.

         The year end balance sheet reflects an increase of $8.830 million or
11% in total assets. Federal funds sold increased $4.150 million or 87% from
2000. Securities available for sale reflected an increase of $3.982 million or
13% from 2000. During the same period, net loans increased by $5.065 million or
16%. In addition, total deposits increased $7.369 million or 10% in comparing
2001 to 2000. For the same period, there was an increase of $1.188 million in
stockholders' equity or 11% in comparing 2001 to 2000.

STATEMENT OF INCOME ANALYSIS

         Net interest income on a taxable-equivalent basis was $5.559 million in
2001, an increase of $.136 million, or 3% compared to 2000. In 2000, net
interest income was $3.878 million, an increase of $.379 million or 11% over the
prior year. The net interest margin for 2001 was 5.2% compared to 5.4% in 2000
and 5.0% for 1999. 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 short-term
investments had a positive effect on the change in net interest margin from 2000
to 2001. However, this effect was partially negated by the decrease in average
rates of short-term investments, loans, and securities available for sale. The
decrease in the average rates on demand, time and savings deposits also had a
positive impact on the change in the net interest margin from 2000 to 2001.

PROVISION FOR POSSIBLE LOAN LOSSES. The provision for possible loan losses was
$42,000 in 2001, $10,500 in 2000 and -0- in 1999. The provision increased
$31,500 or 300% from 2000 to 2001. The increase from 1999 to 2000 was $10,500.
As a percentage of outstanding loans, the allowance for possible loans losses
was 1.6%, 1.8% and 2.0% at December 31, 2001, 2000 and 1999, respectively. The
annual provision is determined by the level of net charge offs, the size of the
loan portfolio, the level of nonperforming loans, anticipated economic
conditions, and review of financial condition of specific customers.

                                       -6-



<PAGE>

NON-INTEREST INCOME. Non-interest income decreased only $31,000 or 4% from 2000
to 2001. There was an increase of $3,000 or less than .5% from 1999 to 2000. 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. Non-interest expense increased $184,000 or 7% in 2001 from
2000. The increase from 1999 to 2000 was $208,000 or 8%. There is no one
particular expense category that has experienced a large increase in 2001. The
increase is spread over a large number of accounts, with the largest individual
increases being in employee salaries in the amount of $49,000 and employee
medical insurance in the amount of $36,000. In comparing 2001 to 2000 and 1999,
there were immaterial variances between years. These increases are mainly due to
increases in overall salaries and insurance expense for the three year period.

INCOME TAXES. The Company recorded income tax expense of $379,201 in 2001
compared to $426,328 in 2000 and $402,933 in 1999. Income tax expense decreased
$47,000 in 2001 or 11%. There was an increase in 2000 of $23,000 or 6% over
1999.

         Net future deductible temporary differences at December 31, 2001 was
$89,366. The allowance for loan losses represents $31,872 and the deferred
executive compensation represents $51,496 of the future deductible temporary
differences. The provision for possible loan losses which contributed to the
allowance has been recognized as expense for financial reporting purposes but is
not deductible for federal income tax purposes until the loans are charged off.
The deferred executive compensation is an expense for financial reporting
purposes but is not deductible until actually paid. Valued at the 34% federal
statutory tax rate, the net future deductible amounts, if ultimately recognized,
would generate tax benefits of $89,366. The primary deferred liability as of
December 31, 2001 is related to accumulated depreciation in the amounts of
$56,365. The deferred tax related to unrealized appreciation and loss on
available for sale securities is reflected in shareholders equity. The net
deferred tax asset of $33,001 is included in other assets at December 31, 2001.

BALANCE SHEET AND CAPITAL FUNDS ANALYSIS

         Investment securities are a major use of funds by the Bank. The balance
at December 31, 2001 was $37,355,276 which represented a $1,391,591 or 4%
increase from the $35,963,685 balance outstanding at December 31, 2000.
Investment securities serve several purposes. A portion of investment securities
provides liquidity or secondary reserves, which management can use, if
necessary, to meet loan demand or deposit withdrawals. Investment securities,
especially obligations of state and political subdivisions, provide for schools,
road construction, sewers, and various other projects. The Bank invests a
portion of these funds in the market area as a service to the community in which
it operates. The remainder of these funds are invested in obligations of the
United States Government or its agencies. It is management's policy to minimize
risk in investments and provide liquidity by investing in short-term maturities
with quality ratings. A substantial portion of the investment portfolio is
pledged on public deposits (30%) at December 31, 2001, this is less than the
2000 pledged percentage of 39%. The amount of public funds on deposit has
decreased slightly during the past year and management anticipates this source
of deposits will not grow substantially in the future.

         The Bank's primary use of funds is to meet loan demand. Loans, net of
unearned income, were $37,750,770 at December 31, 2001, compared to $32,659,608
at December 31, 2000. This $5,091,162 or 16% increase is the result of increased
market share in the market area.

                                       -7-

<PAGE>





         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, 2001, total deposits increased $7,369,453 or 10%
from December 31, 2000. The most significant change in deposits from 2000 to
2001 was the increase in interest bearing deposit accounts of $5,514,939 or 12%.
The increase in interest bearing accounts is attributable to an increase in
personal savings accounts of $1,268,168, an increase in individual and
commercial certificates of deposits with balances greater than $100,000 of
$2,131,852, and an increase in individual and commercial certificates of
deposits with balances less than $100,000 of $1,467,962.

         Shareholders' equity increased $1,188,261 or 11% from December 31, 2000
to December 31, 2001. Retained earnings increased $902,751 or 11% in 2001. The
accumulated other comprehensive income increased $363,616 from December 31, 2000
to December 31, 2001 due to the effect of interest rate reductions on the
investment portfolio. The equity or book value of the Bank is the shareholders'
investment in the Bank resulting from the sale of stock and the accumulation of
earnings retained by the Bank. The strength of the Bank and its ability to grow
depends to a great extent on management's ability to maintain a corresponding
growth in shareholders' equity.

         We declared cash dividends in the amount of $233,248 or $2.00 per share
in 2001 and $199,983 or $1.70 per share in 2000. Dividends of $170,683 or $1.45
per share were declared in 1999.

         There were 1,041 shares of treasury stock purchased in 2001. This
brings the total of treasury stock owned to 3,411 with a cost of $212,743. The
Holding Company plans to continue buying treasury stock as shares become
available.

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

         Nonperforming assets at December 31, 2001 were $32,199. There was an
insignificant change from 2000 to 2001 in nonperforming assets. There was a
significant decrease of $75,106 or 69% in the balance from 1999 to 2000. This
resulted primarily from collection efforts on nonaccrual loans. The Bank has
experienced little activity in other real estate for the three year period ended
December 31, 2001. Management anticipates this favorable trend to continue.

         Loans are considered to be impaired when it is probable that all
amounts due in accordance with the contractual terms will not be collected.
Included in nonaccrual loans are loans that are considered to be impaired, which
totaled $7,740 at December 31, 2001 and $-0- at December 31, 2000. The allowance
for loan losses related to these loans was $2,000 and $-0- at December 31, 2001
and 2000, respectively.

                                       -8-


<PAGE>

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

         At the Parent Company (American Bancorp, Inc.) level, cash is needed to
fund operations and to pay dividends. During 2001, the Parent Company received
$321,300 from the Bank in dividends. The majority of these funds were used to
pay dividends to stockholders and to repurchase outstanding Company stock.

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

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

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

         Regulations applicable to state banks and their holding companies
prescribe minimum capital levels. These levels are based on established
guidelines which relate required capital standards to both risk-weighted
assets_(risk-based capital ratios) and total assets (leverage ratio). In
accordance with risk-based guidelines, assets and_off-balance-sheet financial
instruments are assigned weights to measure their levels of risk. The total Tier
1_risk-based capital ratio for the Bank was 28.41% at year end 2001 and 30.25%
at year end 2000. Leverage ratios were 14.14% and 14.14% at December 31, 2001
and 2000, respectively. 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 13 to the consolidated
financial statements provides information regarding the fair values of financial
instruments as of December 31, 2001.

                                       -9-


<PAGE>

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

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

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

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

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

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

         The effect of an increase in 200 basis points, as reflected in Table
14, from the December 31, 2001 rates would be a reduction of $.532 million or
3.89% in total market value of stockholders' equity. A decrease of 200 basis
points from December 31, 2001 would result in an increase of $.154 million or
1.13% increase in the market value of the stockholders' equity.

         The effect on earnings is also reflected in Table 14. A 200 basis point
increase on the projected assets and liabilities outstanding as of December 31,
2002 would result in an increase in net income of $.234 million or a 6.24%
increase in net income. A 200 basis point decrease in the assets and liabilities
projected at December 31, 2002 would have the opposite effect and would result
in a decrease of net income in the amount of $.277 million or 7.4% decrease in
net interest income.

                                      -10-
<PAGE>

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

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

                                      -11-

<PAGE>

                                      -12-

<PAGE>


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

<Table>
<Caption>
                                                                             2001
                                                        ---------------------------------------------
                                                          AVERAGE                           AVERAGE
                                                          BALANCE           INTEREST         RATE
                                                        -----------       -----------     -----------
<S>                                                     <C>               <C>                    <C>
ASSETS
   Short-term investments                               $     5,511       $       221            4.01%
   Loans, net of unearned income(1)(2)                       35,534             3,116            8.77
   Securities available for sale(1)(3)                       32,422             2,016            6.22
   Securities held to maturity                                3,408               206            6.04
                                                        -----------       -----------
         Total interest earning assets                       76,875             5,559            7.23%
                                                                          -----------     -----------
   Allowance for possible loan losses                          (598)
   Cash and due from banks                                    4,835
   Other assets                                               2,747
                                                        -----------
         Total assets                                   $    83,859
                                                        ===========
LIABILITIES
   Interest bearing demand deposits                     $    11,158       $       196            1.76%
   Savings deposits                                          10,375               258            2.49
   Time deposits                                             22,677             1,076            4.74
   Short-term borrowings                                         --                --              --
                                                        -----------       -----------
         Total interest bearing liabilities                  44,210             1,530            3.46%
                                                                          -----------     -----------
   Non-interest bearing demand deposits                      27,114
   Other liabilities                                            689
                                                        -----------
   Total liabilities                                         72,013
SHAREHOLDERS' EQUITY
   Shareholders' equity                                      11,846
                                                        -----------
         Total liabilities and shareholders' equity     $    83,859
                                                        ===========
   Total interest expense related to earning assets                                              1.99%
                                                                                          -----------
   Net interest income                                                    $     4,029
                                                                          ===========
   Net interest margin                                                                           5.24%
                                                                                          ===========
</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 2001, 2000, and 1999.

(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>

<Table>
<Caption>


                      2000                                                1999
-----------------------------------------------      -----------------------------------------------
  AVERAGE                            AVERAGE           AVERAGE                            AVERAGE
  BALANCE           INTEREST          RATE             BALANCE          INTEREST            RATE
------------      ------------     ------------      ------------      ------------     ------------
<S>               <C>              <C>               <C>               <C>              <C>
$      4,455      $        268             6.02%     $      9,782      $        492             5.03%
      29,974             2,777             9.26            26,880             2,450             9.11
      33,193             2,138             6.44            28,672             1,781             6.21
       4,091               240             5.87             4,689               288             6.14
------------      ------------                       ------------      ------------
      71,713             5,423             7.56%           70,023             5,011             7.16%
                  ------------     ------------                        ------------     ------------
        (572)                                                (592)
       4,814                                                4,912
       1,999                                                2,109
------------                                         ------------
$     77,954                                         $     76,452
============                                         ============

$     11,630      $        237             2.04%     $     10,838      $        211             1.95%
       9,216               248             2.69             9,714               263             2.71
      20,969             1,060             5.06            22,030             1,038             4.71
          --                --               --                --                --               --
------------      ------------                       ------------      ------------
      41,815             1,545             3.69%           42,582             1,512             3.55%
                  ------------     ------------                        ------------     ------------
      25,600                                               23,962
         435                                                  372
------------                                         ------------
      67,850                                               66,916

      10,104                                                9,536
------------                                         ------------
$     77,954                                         $     76,452
============                                         ============
                                           2.15%                                                2.16%
                                   ------------                                         ------------
                  $      3,878                                         $      3,499
                  ============                                         ============
                                           5.41%                                                5.00%
                                   ============                                         ============
</Table>


                                      -14-


<PAGE>

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

<Table>
<Caption>

                                                           YEAR ENDED DECEMBER 31,
                                                 ------------------------------------------
                                                                 2001/2000
                                                 ------------------------------------------
                                                    INCREASE (DECREASE)
                                                   DUE TO CHANGE IN:(1)
                                                 --------------------------
                                                  AVERAGE          AVERAGE           NET
                                                  BALANCE           RATE           CHANGE
                                                 ----------      ----------      ----------
<S>                                              <C>             <C>             <C>
Interest income:
   Short-term investments ..................     $       53      $     (100)     $      (47)
   Loans, net of unearned income ...........            501            (162)            339
   Securities available for sale ...........            (49)            (73)           (122)
   Securities held to maturity .............            (41)             (7)            (34)
                                                 ----------      ----------      ----------
      Total interest income ................            464            (328)            136
                                                 ----------      ----------      ----------
Interest expense:
   Demand deposits .........................             (9)            (32)            (41)
   Savings deposits ........................             30             (20)             10
   Time deposits ...........................             84             (68)             16
   Short-term borrowing ....................             --              --              --
                                                 ----------      ----------      ----------
      Total interest expense ...............            105            (120)            (15)
                                                 ----------      ----------      ----------
Taxable-equivalent net interest income .....     $      359      $     (208)     $      151
                                                 ==========      ==========      ==========
</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.

                                      -15-
<PAGE>


<Table>
<Caption>

               YEAR ENDED DECEMBER 31,
     ------------------------------------------
                     2000/1999
     ------------------------------------------
         INCREASE (DECREASE)
        DUE TO CHANGE IN:(1)
     --------------------------
      AVERAGE          AVERAGE          NET
      BALANCE           RATE          CHANGE
     ----------      ----------      ----------
<S>                  <C>             <C>
     $     (294)     $       70      $     (224)
            284              43             327
            286              71             357
            (36)            (12)            (48)
     ----------      ----------      ----------
            240             172             412
     ----------      ----------      ----------
             16              10              26
            (13)             (2)            (15)
            (52)             74              22
             --              --              --
     ----------      ----------      ----------
            (49)             82              33
     ----------      ----------      ----------
     $      289      $       90      $      379
     ==========      ==========      ==========
</Table>

                                      -16-


<PAGE>

TABLE 3
SECURITIES PORTFOLIO
(In thousands)


<Table>
<Caption>

                                           DECEMBER 31, 2001                             DECEMBER 31, 2000
                              -------------------------------------------     -------------------------------------------
                               HELD TO        AVAILABLE                        HELD TO        AVAILABLE
                               MATURITY        FOR SALE         TOTAL          MATURITY        FOR SALE          TOTAL
                              -----------     -----------     -----------     -----------     -----------     -----------
<S>                           <C>             <C>             <C>             <C>             <C>             <C>
U.S. Treasury ...........     $     2,306     $        --     $     2,306     $     4,396     $        --     $     4,396
U.S. Government and
   Agencies .............              --          14,290          14,290             500          14,413          14,913
Mortgage-Backed
   Securities ...........              --           9,133           9,133              --           7,253           7,253
State and Political
   Subdivisions .........              --          11,477          11,477              --           9,252
                                                                                                                    9,252
Equity Securities .......              --             149             149              --             149             149
                              -----------     -----------     -----------     -----------     -----------     -----------
                              $     2,306     $    35,049     $    37,355     $     4,896     $    31,067     $    35,963
                              ===========     ===========     ===========     ===========     ===========     ===========
</Table>


                                      -17-


<PAGE>


                                      -18-



<PAGE>

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, 2001:
   Held to maturity:
     U.S. Treasury .....................   $     1,799          6.61%   $       507          4.35%   $        --            --%
     U.S. Government
       and Agencies ....................            --            --             --            --             --            --
                                           -----------   -----------    -----------   -----------    -----------   -----------
        Total held to maturity .........         1,799          6.61%           507          4.35%            --            --
                                           -----------   -----------    -----------   -----------    -----------   -----------
   Available for sale:
     U.S. Government
       and Agencies ....................            --            --%        11,269          5.84%         3,021          6.08%
     Mortgage-Backed
       Securities(2) ...................             2          8.71          2,417          5.36          3,766          6.16
     State and
       Political
       Subdivisions(1) .................           976          6.83          5,976          7.21          4,108          7.34
   Equity Securities ...................           149            --             --            --             --            --
                                           -----------   -----------    -----------   -----------    -----------   -----------
        Total available for sale .......         1,127          6.83%        19,662          6.14%        10,895          6.62%
                                           -----------   -----------    -----------   -----------    -----------   -----------
        Total securities ...............   $     2,926          6.69%   $    20,169          6.10%   $    10,895          6.62%
                                           ===========   ===========    ===========   ===========    ===========   ===========
</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>

<Table>
<Caption>

 AFTER TEN                       TOTAL
 YEARS AMT.       YIELD          AMOUNT          YIELD
------------   ------------    ------------   ------------
<S>            <C>             <C>            <C>
$         --             --%   $      2,306           6.12%
          --             --              --             --
------------   ------------    ------------   ------------
          --             --%          2,306           6.12%
------------   ------------    ------------   ------------

          --             --%         14,290           5.89%
       2,948           6.61           9,133           6.09
         417           8.98          11,477           7.23
          --             --             149             --
------------   ------------    ------------   ------------
       3,365           7.03%         35,049           6.36%
------------   ------------    ------------   ------------
$      3,365           7.03%   $     37,355           6.34%
============   ============    ============   ============
</Table>

                                      -20-

<PAGE>

TABLE 5
LOAN PORTFOLIO

The loans outstanding for the three years ended December 31, 2001 are shown in
the following table according to type of loan (in thousands).

<Table>
<Caption>
                                                        2001            2000            1999
                                                     ----------      ----------      ----------
<S>                                                  <C>             <C>             <C>
Commercial, financial and agricultural .........     $    6,738      $    6,946      $    7,326
Real estate construction .......................          1,690             539             949
Real estate mortgage ...........................         23,604          20,052          15,809
Installment ....................................          5,719           5,122           4,748
                                                     ----------      ----------      ----------
        Total ..................................         37,751          32,659          28,832
Less:
     Allowance for possible loan losses ........           (605)           (579)           (579)
     Unearned income ...........................             --              --              --
                                                     ----------      ----------      ----------

                                                     $   37,146      $   32,080      $   28,253
                                                     ==========      ==========      ==========
</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, 2001 which, based on
remaining scheduled repayments of principal, are due in the amounts indicated.
Also, the amounts are classified according to the sensitivity to the changes in
interest rates (in thousands).

<Table>
<Caption>
                                                  ONE YEAR       OVER ONE
                                                     OR            TO            OVER
                                                  LESS (1)       5 YEARS        5 YEARS         TOTAL
                                                 ----------     ----------     ----------     ----------
<S>                                              <C>            <C>            <C>            <C>
Maturity of Loans:
  Commercial, financial and
    agricultural ...........................     $    4,431     $    2,183     $      124     $    6,738
  Real estate mortgage and
    construction ...........................          5,449         17,653          2,192         25,294
                                                 ----------     ----------     ----------     ----------

     Total .................................     $    9,880     $   19,836     $    2,316     $   32,032
                                                 ==========     ==========     ==========     ==========

Interest Rate Sensitivity of Loans:
  With predetermined interest rates ........     $    6,478     $   18,818     $      258     $   25,554
  With floating interest rates (2) .........          3,402          1,018          2,058          6,478
                                                 ----------     ----------     ----------     ----------

     Total .................................     $    9,880     $   19,836     $    2,316     $   32,032
                                                 ==========     ==========     ==========     ==========
</Table>

(1) 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>

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
collectibility of both principal and interest.

Nonperforming assets totaled $32,199 at year end 2001, which was approximately
the same as last year. Nonperforming assets totaled $33,923 at December 31,
2000, which was a decrease of $75,106 (69%) from December 31, 1999. The
composition of nonperforming assets for the past three years are illustrated
below.

<Table>
<Caption>
                                                    2001           2000           1999
                                                 ----------     ----------     ----------
<S>                                              <C>            <C>            <C>
Nonperforming loans:
   Loans on nonaccrual .....................     $    7,740     $       --     $   69,889
   Restructured loans which are not
    on nonaccrual ..........................         24,459         33,923         39,140
                                                 ----------     ----------     ----------

       Total nonperforming loans ...........         32,199         33,923        109,029

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

       Total nonperforming assets ..........     $   32,199     $   33,923     $  109,029
                                                 ==========     ==========     ==========

Loans contractually past due 90
   days or more as to principal or
   interest but which are not on
   nonaccrual ..............................     $   15,871     $   11,061     $    8,119
                                                 ==========     ==========     ==========
</Table>

At December 31, 2001, the Bank has loans outstanding to multiple numbers of
borrowers engaged in the medical industry and the legal profession. Loans to the
medical industry were approximately $6,515,000, while the loans to the legal
profession were approximately $3,820,000. There were no significant
nonperforming loans outstanding in these two concentrations.



                                      -22-
<PAGE>

TABLE 8
ALLOWANCE FOR POSSIBLE LOAN LOSSES
(In Thousands)

<Table>
<Caption>
                                                                    YEAR ENDED DECEMBER 31,
                                                            --------------------------------------
                                                              2001           2000           1999
                                                            --------       --------       --------
<S>                                                         <C>            <C>            <C>

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

Charge-offs:
   Commercial, financial and agricultural loans .......           (3)            (3)           (13)
   Real estate mortgage loans .........................           --             --             --
   Real estate construction loans .....................           --             --             --
   Installment loans ..................................          (15)            (8)            (7)
                                                            --------       --------       --------
       Total charge-offs ..............................          (18)           (11)           (20)
                                                            --------       --------       --------

Recoveries:
   Commercial, financial and agricultural loans .......           --             --             --
   Real estate mortgage loans .........................           --             --             --
   Real estate construction loans .....................           --             --             --
   Installment loans ..................................            2             --              3
                                                            --------       --------       --------
       Total recoveries ...............................            2            -0-              3
                                                            --------       --------       --------

Net (charge-offs) recoveries ..........................          (16)           (11)           (17)
                                                            --------       --------       --------

Provision charged against income ......................           42             11           - 0-
                                                            --------       --------       --------

Ending balance ........................................     $    605       $    579       $    579
                                                            ========       ========       ========

Net charge-offs to average  loans .....................         (.05)%         (.04)%         (.06)%
                                                            ========       ========       ========

Year-end allowance to year-end loans ..................          1.6%          1.77%          2.01%
                                                            ========       ========       ========
</Table>



                                      -23-
<PAGE>

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, 2001                DECEMBER 31, 2000
                                      --------------------------      ---------------------------
                                                     % OF LOANS                       % OF LOANS
                                                     OUTSTANDING                      OUTSTANDING
                                                       TO TOTAL                        TO TOTAL
                                      ALLOWANCE         LOANS         ALLOWANCE         LOANS
                                      ----------     -----------      ----------      ----------
<S>                                   <C>            <C>              <C>             <C>

Commercial, financial and
    agricultural loans ..........     $      113           17.85%     $      115           21.27%
Real estate construction ........              8            4.48               4            1.65
Real estate mortgage loans ......            257           62.53             236           61.40
Installment loans ...............            227           15.14             224           15.68
                                      ----------      ----------      ----------      ----------
                                      $      605          100.00%     $      579          100.00%
                                      ==========      ==========      ==========      ==========
</Table>

<Table>
<Caption>
                                           DECEMBER 31, 1999
                                      ---------------------------
                                                      % OF LOANS
                                                      OUTSTANDING
                                                       TO TOTAL
                                      ALLOWANCE         LOANS
                                      ----------      ----------
<S>                                   <C>                  <C>
Commercial, financial and
   agricultural loans ...........     $      120           25.41%
Real estate construction ........              5            3.29
Real estate mortgage loans ......            238           54.83
Installment loans ...............            216           16.47
                                      ----------      ----------
                                      $      579          100.00%
                                      ==========      ==========
</Table>



                                      -24-
<PAGE>

TABLE 10
DEPOSITS

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

<Table>
<Caption>
                                                                        DECEMBER 31,
                                   -------------------------------------------------------------------------------------
                                             2001                          2000                          1999
                                   -------------------------     -------------------------     -------------------------
                                    AVERAGE        AVERAGE        AVERAGE        AVERAGE        AVERAGE        AVERAGE
                                    BALANCE          RATE         BALANCE          RATE         BALANCE          RATE
                                   ----------     ----------     ----------     ----------     ----------     ----------
<S>                                <C>            <C>            <C>            <C>            <C>            <C>

Non-interest bearing
  demand deposits ............     $   27,114             --%    $   25,600             --%    $   23,962             --%
Interest bearing
  demand deposits ............         11,158           1.76         11,630           2.04         10,838           1.95
Savings deposits .............         10,375           2.49          9,216           2.69          9,714           2.71
Time deposits ................         22,677           4.74         20,969           5.06         22,030           4.71
Short-term borrowings ........             --             --             --             --             --             --
                                   ----------                    ----------                    ----------

       Total .................     $   71,324                    $   67,415                    $   66,544
                                   ==========                    ==========                    ==========
</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,
                                                 ----------------------------------------
                                                    2001           2000           1999
                                                 ----------     ----------     ----------
<S>                                              <C>            <C>            <C>
Maturing in:
   3 months or less ........................     $    4,387     $    2,961     $    3,076
   Over 3 months less than 6 months ........          2,413          1,536          1,084
   Over 6 months less than 12 months .......            511            682            458
   Over 12 months ..........................             --             --             --
                                                 ----------     ----------     ----------

       Total ...............................     $    7,311     $    5,179     $    4,618
                                                 ==========     ==========     ==========
</Table>



                                      -25-
<PAGE>

TABLE 12
RISK-BASED CAPITAL
(In thousands)

<Table>
<Caption>
                                                                DECEMBER 31,
                                                       ------------------------------
                                                           2001              2000
                                                       ------------      ------------
<S>                                                    <C>               <C>

Risk-weighted assets .............................     $     43,642      $     38,022
                                                       ============      ============

Capital:
   Tier I ........................................     $     11,853      $     11,025
   Tier II .......................................              546               475
                                                       ------------      ------------
     Total capital ...............................     $     12,399      $     11,500
                                                       ============      ============

Ratios:
   Tier I capital to risk-weighted assets ........            27.16%            29.00%
   Tier II capital to risk-weighted assets .......             1.25              1.25
                                                       ------------      ------------
     Total capital to risk-weighted assets .......            28.41%            30.25%
                                                       ============      ============

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

TABLE 13
RETURN ON EQUITY AND ASSETS

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

<Table>
<Caption>
                                                       YEARS ENDED DECEMBER 31,
                                                 ------------------------------------
                                                   2001          2000          1999
                                                 --------      --------      --------
<S>                                              <C>           <C>           <C>

Return on average total assets .............         1.35%         1.54%         1.42%

Return on average shareholders' equity .....         9.59%        11.91%        11.38%

Dividend payout ratio ......................        20.60%        16.62%        15.74%

Average equity to average assets ratio .....        14.13%        12.96%        12.47%
</Table>



                                      -26-
<PAGE>

TABLE 14
INTEREST RATE SENSITIVITY ANALYSIS
DECEMBER 31, 2001
(In thousands)

<Table>
<Caption>
                                                                   RATE +200 BP                    RATE -200 BP
                                                            --------------------------      -------------------------
                                              FORECAST        AMOUNT        % CHANGE          AMOUNT        % CHANGE
                                             ----------     ----------      ----------      ----------     ----------
<S>                                          <C>            <C>             <C>             <C>            <C>
Economic value at risk:
     Short-term investments ............     $    8,925     $    8,924           (0.01)     $    8,926           0.01
     Securities ........................         37,402         35,741           (4.44)         38,988           4.24
     Net loans .........................         39,118         37,988           (2.89)         40,268           2.94
     All other assets ..................          8,126          8,126            0.00           8,126           0.00
                                             ----------     ----------      ----------      ----------     ----------

              Total assets .............     $   93,571     $   90,779           (2.98)     $   96,308           2.93
                                             ==========     ==========      ==========      ==========     ==========

Deposits ...............................     $   78,812     $   77,111           (2.16)     $   80,860           2.60
Borrowed money .........................            475            470           (1.05)            480           1.05
Other liabilities ......................            609             55          (91.00)          1,139          87.09
                                             ----------     ----------      ----------      ----------     ----------

              Total liabilities ........         79,896         77,636           (2.83)         82,479           3.23

Equity .................................         13,675         13,143           (3.89          13,829           1.13
                                             ----------     ----------      ----------      ----------     ----------

                                             $   93,571     $   90,779           (2.98)     $   96,308           2.93
                                             ==========     ==========      ==========      ==========     ==========

Earnings at risk:
     January 1 to December 31, 2002
         Short-term investments ........     $      153     $      340          122.22      $       13         (91.50)
         Securities ....................          1,731          1,848            6.78           1,544         (10.76)
         Loans and leases ..............          3,070          3,333            8.57           2,825          (8.01)
                                             ----------     ----------      ----------      ----------     ----------

              Interest income ..........          4,954          5,521           11.44           4,382         (11.54)
                                             ----------     ----------      ----------      ----------     ----------

Transaction deposits ...................            409            458           12.20             372          (9.03)
Certificates of deposits ...............            799          1,075           34.52             547         (31.54)
Borrowed money .........................              7             15          114.29               1         (85.71)
                                             ----------     ----------      ----------      ----------     ----------

              Interest expense .........          1,215          1,548           27.45             920         (24.28)
                                             ----------     ----------      ----------      ----------     ----------

Net interest income ....................     $    3,739     $    3,973            6.24      $    3,462          (7.40)
                                             ==========     ==========      ==========      ==========     ==========
</Table>


                                      -27-
<PAGE>

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

                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of American
Bancorp, Inc. and subsidiary as of December 31, 2001 and 2000, and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
American Bancorp, Inc. and subsidiary as of December 31, 2001 and 2000, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.


                                   /s/ BROUSSARD, POCHE, LEWIS & BREAUX



Lafayette, Louisiana
January 16, 2002



                                      -28-
<PAGE>

                             AMERICAN BANCORP, INC.

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

<Table>
<Caption>
                         ASSETS                                 2001             2000
                                                            ------------     ------------
<S>                                                         <C>              <C>

Cash and due from banks ...............................     $  5,321,100     $  6,900,623

Federal funds sold ....................................        8,925,000        4,775,000
                                                            ------------     ------------

   Total cash and cash equivalents ....................       14,246,100       11,675,623

Interest bearing deposits with banks ..................           99,000          298,000

Securities held to maturity (estimated
   market values $2,353,593 and $4,928,531,
   respectively) ......................................        2,306,283        4,896,244

Securities available for sale .........................       35,048,993       31,067,441

Loans, net of allowance for possible
   loan losses of $605,191 and $579,481,
   respectively .......................................       37,145,579       32,080,127

Bank premises and equipment ...........................        1,770,615        1,549,934

Accrued interest receivable ...........................          583,366          665,791

Other assets ..........................................          389,764          526,902
                                                            ------------     ------------

                                                            $ 91,589,700     $ 82,760,062
                                                            ============     ============
</Table>

See Notes to Consolidated Financial Statements.



                                      -29-
<PAGE>

<Table>
<Caption>
                LIABILITIES AND SHAREHOLDERS' EQUITY                         2001              2000
                                                                         ------------      ------------
<S>                                                                      <C>               <C>

LIABILITIES
   Deposits:
      Non-interest bearing demand deposits .........................     $ 27,780,347      $ 25,925,833
      Interest bearing deposits ....................................       50,907,588        45,392,649
                                                                         ------------      ------------

            Total deposits .........................................       78,687,935        71,318,482

   Accrued interest payable ........................................          130,728           158,760
   Other liabilities ...............................................          506,317           206,361
                                                                         ------------      ------------

            Total liabilities ......................................       79,324,980        71,683,603
                                                                         ------------      ------------

SHAREHOLDERS' EQUITY
   Common stock, $5 par value; 10,000,000
      shares authorized; 120,000 shares
      issued; 116,589 and 117,630 outstanding, respectively ........          600,000           600,000
   Surplus .........................................................        2,150,000         2,150,000
   Retained earnings ...............................................        9,344,901         8,442,150
   Accumulated other comprehensive income,
      net of tax of $197,078 and $9,760,
      respectively .................................................          382,562            18,946
   Treasury stock, 3,411 and 2,370 shares at cost, respectively ....         (212,743)         (134,637)
                                                                         ------------      ------------

           Total shareholders' equity ..............................       12,264,720        11,076,459
                                                                         ------------      ------------

                                                                         $ 91,589,700      $ 82,760,062
                                                                         ============      ============
</Table>



                                      -30-
<PAGE>

                             AMERICAN BANCORP, INC.

                        CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<Table>
<Caption>
                                                     2001             2000             1999
                                                 ------------     ------------     ------------
<S>                                              <C>              <C>              <C>
Interest income:
   Interest and fees on loans ..............     $  3,116,156     $  2,776,182     $  2,433,152
   Interest on investment securities-
      Taxable ..............................        1,544,133        1,750,951        1,556,496
      Tax-exempt ...........................          445,174          414,496          338,148
   Federal funds sold ......................          210,759          230,179          411,878
   Deposits with banks .....................           10,152           38,270           79,744
                                                 ------------     ------------     ------------
         Total interest income .............        5,326,374        5,210,078        4,819,418

Interest expense:
   Interest on deposits ....................        1,529,594        1,545,041        1,511,660
                                                 ------------     ------------     ------------

Net interest income ........................        3,796,780        3,665,037        3,307,758
Provision for possible loan losses .........           42,000           10,500               --
                                                 ------------     ------------     ------------

Net interest income after provision
   for possible loan losses ................        3,754,780        3,654,537        3,307,758
                                                 ------------     ------------     ------------

Non-interest income:
   Service charges on deposit accounts .....          575,157          555,331          559,418
   Other ...................................           89,596          140,034          133,128
                                                 ------------     ------------     ------------
         Total non-interest income .........          664,753          695,365          692,546
                                                 ------------     ------------     ------------

Non-interest expense:
   Salary and employee benefits ............        1,485,574        1,395,243        1,301,324
   Net occupancy expense ...................          326,033          306,870          287,674
   Equipment expense .......................          304,377          276,781          224,367
   Net cost (revenue) from other
      real estate ..........................               --               --          (40,434)
   Other ...................................          788,340          741,424          738,895
                                                 ------------     ------------     ------------
         Total non-interest expense ........        2,904,324        2,720,318        2,511,826
                                                 ------------     ------------     ------------

Income before income taxes .................        1,515,209        1,629,584        1,488,478

Provision for income taxes .................          379,210          426,328          402,933
                                                 ------------     ------------     ------------

         Net income ........................     $  1,135,999     $  1,203,256     $  1,085,545
                                                 ============     ============     ============

Net income per common share ................     $       9.71     $      10.23     $       9.21
                                                 ============     ============     ============
</Table>

See Notes to Consolidated Financial Statements.



                                      -31-
<PAGE>



                                      -32-
<PAGE>

                             AMERICAN BANCORP, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<Table>
<Caption>
                                                          COMMON           STOCK
                                                          SHARES           AMOUNT          SURPLUS
                                                       ------------     ------------     ------------
<S>                                                    <C>              <C>              <C>

Balance, December 31, 1998 .......................          120,000     $    600,000     $  2,150,000
Comprehensive income
   Net income for 1999 ...........................               --               --               --
   Other comprehensive income:
        Changes in unrealized holding gains
        (losses) on securities available
        for sale, net of tax of $(285,291) .......               --               --               --

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

Purchase of treasury stock .......................               --               --               --
Dividends paid in 1999 ...........................               --               --               --
                                                       ------------     ------------     ------------

Balance, December 31, 1999 .......................          120,000          600,000        2,150,000
Comprehensive income
   Net income for 2000 ...........................               --               --               --
   Other comprehensive income:
        Changes in unrealized holding gains
        on securities available for sale,
        net of tax of $295,051 ...................               --               --               --

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

Purchase of treasury stock .......................               --               --               --
Dividends paid in 2000 ...........................               --               --               --
                                                       ------------     ------------     ------------

Balance, December 31, 2000 .......................          120,000          600,000        2,150,000
Comprehensive income
   Net income for 2001 ...........................               --               --               --
   Other comprehensive income:
        Change in unrealized holding gains
        on securities available for sale,
        net of tax of $197,071 ...................               --               --               --

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

Purchase of treasury stock .......................               --               --               --
Dividends paid in 2001 ...........................               --               --               --
                                                       ------------     ------------     ------------
Balance, December 31, 2001 .......................          120,000     $    600,000     $  2,150,000
                                                       ============     ============     ============
</Table>

See Notes to Consolidated Financial Statements.


                                      -33-
<PAGE>





<Table>
<Caption>
                                  ACCUMULATED
                                     OTHER
                  RETAINED       COMPREHENSIVE        TREASURY       COMPREHENSIVE
                  EARNINGS           INCOME            STOCK             INCOME             TOTAL
                ------------     --------------     ------------     -------------      ------------
<S>             <C>              <C>               <C>               <C>               <C>

                $  6,524,015      $    256,187      $    (84,695)     $         --      $  9,445,507

                   1,085,545                --                --         1,085,545         1,085,545

                          --          (809,988)               --          (809,988)         (809,988)
                                                                      ------------

                          --                --                --      $    275,557                --
                                                                      ============

                          --                --           (44,706)                            (44,706)
                    (170,683)               --                --                            (170,683)
                ------------      ------------      ------------                        ------------

                   7,438,877          (553,801)         (129,401)     $         --         9,505,675

                   1,203,256                --                --         1,203,256         1,203,256

                          --           572,747                --           572,747           572,747
                                                                      ------------

                          --                --                --      $  1,776,003                --
                                                                      ============

                          --                --            (5,236)                             (5,236)
                    (199,983)               --                --                            (199,983)
                ------------      ------------      ------------                        ------------


                   8,442,150            18,946          (134,637)     $         --        11,076,459

                   1,135,999                --                --         1,135,999         1,135,999

                          --           363,616                --           363,616           363,616
                                                                      ------------

                          --                --                --      $  1,499,615                --
                                                                      ============

                          --                --           (78,106)                            (78,106)
                    (233,248)               --                --                            (233,248)
                ------------      ------------      ------------                        ------------

                $  9,344,901      $    382,562      $   (212,743)                       $ 12,264,720
                ============      ============      ============                        ============
</Table>



                                      -34-
<PAGE>

                             AMERICAN BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<Table>
<Caption>
                                                           2001              2000              1999
                                                       ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>
OPERATING ACTIVITIES
   Net income ....................................     $  1,135,999      $  1,203,256      $  1,085,545
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Premium amortization, net of discount
         accretion, on investment securities .....         (175,623)          (99,495)          (49,466)
      Depreciation ...............................          180,899           161,126           129,296
      (Gain) loss on disposal of assets ..........              255            (9,308)               --
      (Increase) decrease in assets:
         Accrued interest receivable .............           82,425           (49,276)           (7,739)
         Other assets ............................          (34,376)          (23,118)          126,902
      Increase (decrease) in liabilities:
         Accrued interest payable ................          (28,032)           26,597           (12,105)
         Other liabilities .......................          112,638            46,826           (98,011)
                                                       ------------      ------------      ------------

            Net cash provided by operating
               activities ........................        1,274,185         1,256,608         1,174,422
                                                       ------------      ------------      ------------

INVESTING ACTIVITIES
   (Increase) decrease in interest bearing
      deposits with banks ........................          199,000           792,000           297,000
   Proceeds from maturities
      of securities available for sale ...........       15,719,666         6,479,450         5,421,738
   Proceeds from maturities
      of securities held to maturity .............        3,100,000           200,000         5,000,000
   Purchase of securities available for
       sale ......................................      (18,973,841)       (5,160,466)      (14,008,754)
   Purchase of securities held to
      maturity ...................................         (510,859)       (2,293,072)       (2,098,859)
   (Increase) decrease in loans ..................       (5,065,400)       (3,826,814)         (790,718)
   Purchases of property and equipment ...........         (401,835)         (611,453)         (124,227)
   Other .........................................          171,462             6,770                --
                                                       ------------      ------------      ------------

         Net cash used in investing
            activities ...........................       (5,761,807)       (4,413,585)       (6,303,820)
                                                       ------------      ------------      ------------
</Table>


                                      -35-
<PAGE>
<Table>
<Caption>
                                                     2001              2000              1999
                                                 ------------      ------------      ------------
<S>                                              <C>               <C>               <C>
FINANCING ACTIVITIES
   Increase (decrease) in liabilities:
      Demand deposits, transaction
         accounts and savings ..............        3,769,639         1,490,976         5,952,640
      Time deposits ........................        3,599,814          (606,861)          662,744
   Dividends paid ..........................         (233,248)         (199,983)         (170,683)
   Purchase of treasury stock ..............          (78,106)           (5,236)          (44,706)
                                                 ------------      ------------      ------------

         Net cash provided by
            financing activities ...........        7,058,099           678,896         6,399,995
                                                 ------------      ------------      ------------

Increase (decrease) in cash and cash
   equivalents .............................        2,570,477        (2,478,081)        1,270,597

Cash and cash equivalents at
   beginning of year .......................       11,675,623        14,153,704        12,883,107
                                                 ------------      ------------      ------------

Cash and cash equivalents at end
   of year .................................     $ 14,246,100      $ 11,675,623      $ 14,153,704
                                                 ============      ============      ============

SUPPLEMENTAL DISCLOSURES

   Cash payments for:

      Interest expense .....................     $  1,557,626      $  1,518,444      $  1,523,315
                                                 ============      ============      ============

      Income taxes .........................     $    353,188      $    444,042      $    363,552
                                                 ============      ============      ============
</Table>

See Notes to Consolidated Financial Statements.



                                      -36-
<PAGE>

                             AMERICAN BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.     Accounting Policies

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

            Description of business:

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

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

            Comprehensive income:

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

            Consolidation:

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

            Cash and cash equivalents:

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

            Use of estimates:

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



                                      -37-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            Securities:

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

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

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

            Loans:

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

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

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



                                      -38-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            Allowance for possible loan losses:

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

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

            Bank premises and equipment:

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

            Foreclosed assets:

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

            Income taxes:

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



                                      -39-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            Recent pronouncements:

              The Financial Accounting Standards Board (FASB) issued No. 137,
              "Accounting for Derivative Instruments and Hedging
              Activities-Deferral of the Effective Date of FASB No. 133," in
              June 1999 and it was adopted on January 1, 2001. Adoption of the
              standard did not have a material effect on the Company's financial
              statements, financial position or results of operations.

              In September 2000, the FASB issued No. 140, "Accounting for
              Transfers and Servicing of Financial Assets and Extinguishments of
              Liabilities," a replacement of FASB No. 125, which is effective
              for fiscal years ending after December 15, 2000. Adoption of the
              standard did not have a material effect on the Company's financial
              statements, financial condition or results of operations.

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

              FASB issued No. 141, "Business Combinations" in September 2001.
              This statement requires that all business combinations are to be
              accounted for using the purchase method. This statement will apply
              to all business combinations initiated after June 30, 2001. The
              adoption of SFAS No. 141 did not have a material impact on the
              financial condition or operating results of the Company.

              In September 2001, the FASB issued No. 142, "Goodwill and Other
              Intangible Assets." This statement addresses financial accounting
              and reporting for acquired goodwill and other intangible assets
              and supersedes APB Opinion No. 17, "Intangible Assets." It
              addresses how intangible assets that are acquired individually or
              with a group of other assets should be accounted for in financial
              statements upon their acquisition. This statement also addresses
              how goodwill and other intangible assets should be accounted for
              after they have been initially recognized in the financial
              statements. All provisions of this statement are effective for
              fiscal years beginning after December 15, 2001. The adoption of
              SFAS No. 142 is not expected to have a material impact on the
              financial condition or operating results of the Company.

              The FASB issued No. 143, "Accounting for Asset Retirement
              Obligations." This statement addresses financial accounting and
              reporting for obligations associated with the retirement of
              tangible long-lived assets and the associated asset retirement
              costs. The effective date of this statement is for fiscal years
              beginning after June 15, 2002. The adoption of SFAS No. 143 is not
              expected to have a material impact on the financial condition or
              operating results of the Company.

            Reclassifications:

              Certain amounts in the 2000 and 1999 financial statements have
              been reclassified to conform with the financial statement
              presentation for 2001 for comparability. These reclassifications
              had no effect on net income as previously reported for the 2000
              and 1999 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 $911,000 and $844,000 for the years ended December 31, 2001
              and 2000, respectively.



                                      -40-
<PAGE>

                   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, 2001
                                                  ---------------------------------------------------------------
                                                    AMORTIZED       UNREALIZED       UNREALIZED         FAIR
                                                      COST             GAINS           LOSSES           VALUE
                                                  ------------     ------------     ------------     ------------
<S>                                               <C>              <C>              <C>              <C>
     Securities held to maturity:
        U.S. Treasury Securities ............     $  2,306,283     $     47,310     $        -0-     $  2,353,593
                                                  ============     ============     ============     ============
</Table>

<Table>
<Caption>
                                                                        DECEMBER 31, 2001
                                                  ---------------------------------------------------------------
                                                    AMORTIZED       UNREALIZED       UNREALIZED         FAIR
                                                      COST             GAINS           LOSSES           VALUE
                                                  ------------     ------------     ------------     ------------
<S>                                               <C>              <C>              <C>              <C>
     Securities available for sale:
        Mortgage-Backed Securities ..........     $  8,991,563     $    151,904     $     10,964     $  9,132,503
        U.S. Government and Agencies ........       14,069,932          254,401           34,337       14,289,996
        State and Political Subdivisions ....       11,258,458          263,564           44,928       11,477,094
        Equity Securities ...................          149,400               --               --          149,400
                                                  ------------     ------------     ------------     ------------

                                                  $ 34,469,353     $    669,869     $     90,229     $ 35,048,993
                                                  ============     ============     ============     ============
</Table>

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

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



                                      -41-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Securities with book values of $11,046,657 and $14,124,852 at December 31, 2001
and 2000, 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, 2001, 2000 or 1999.

          The maturities of investment securities at December 31, 2001 were as
follows:

<Table>
<Caption>
                                                         SECURITIES TO BE HELD
                                                              TO MATURITY
                                                      -----------------------------
                                                        AMORTIZED          FAIR
     YEARS TO MATURITY                                    COST            VALUE
                                                      ------------     ------------
<S>                                                   <C>              <C>

     Less than one ..............................     $  1,798,541     $  1,833,593
     Greater than one but less than five ........          507,742          520,000
     Greater than five but less than ten ........               --               --
     Greater than ten ...........................               --               --
                                                      ------------     ------------

                                                      $  2,306,283     $  2,353,593
                                                      ============     ============
</Table>

<Table>
<Caption>
                                                          SECURITIES AVAILABLE
                                                                FOR SALE
                                                      -----------------------------
                                                        AMORTIZED          FAIR
     YEARS TO MATURITY                                    COST            VALUE
                                                      ------------     ------------
<S>                                                   <C>              <C>

     Less than one ..............................     $  1,119,667     $  1,127,335
     Greater than one but less than five ........       19,268,868       19,663,309
     Greater than five but less than ten ........       10,775,608       10,893,109
     Greater than ten ...........................        3,305,210        3,365,240
                                                      ------------     ------------

                                                      $ 34,469,353     $ 35,048,993
                                                      ============     ============
</Table>



                                      -42-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.     Loans

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

<Table>
<Caption>
                                                          2001              2000
                                                      ------------      ------------
<S>                                                   <C>               <C>
     Commercial, financial and
        agricultural ............................     $  6,737,502      $  6,946,020
     Real estate construction ...................        1,689,975           538,744
     Real estate mortgage .......................       23,604,139        20,052,654
     Installment ................................        5,719,154         5,122,190
                                                      ------------      ------------
                                                        37,750,770        32,659,608

     Unearned income ............................               --                --
                                                      ------------      ------------
        Net loans ...............................       37,750,770        32,659,608

     Allowance for possible loan
        losses ..................................         (605,191)         (579,481)
                                                      ------------      ------------

                                                      $ 37,145,579      $ 32,080,127
                                                      ============      ============
</Table>

            The following is a summary of loans classified by type at December
            31, 2001 and 2000:

<Table>
<Caption>
                                                          2001             2000
                                                      ------------     ------------
<S>                                                   <C>              <C>
     Commercial, financial and
        agricultural ............................     $  6,737,502     $  6,946,020
     Real estate construction ...................        1,689,975          538,744
     Real estate mortgage .......................        8,535,968        7,112,467
                                                      ------------     ------------

        Total commercial ........................       16,963,445       14,597,231
                                                      ------------     ------------

     Residential mortgage .......................       15,068,171       12,940,187
     Installment ................................        5,719,154        5,122,190
                                                      ------------     ------------

        Total consumer ..........................       20,787,325       18,062,377
                                                      ------------     ------------

        Total loans .............................     $ 37,750,770     $ 32,659,608
                                                      ============     ============
</Table>



                                      -43-
<PAGE>

                   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>
                                                         2001           2000           1999
                                                      ----------     ----------     ----------
<S>                                                   <C>            <C>            <C>

     Nonperforming loans:
        Loans on nonaccrual .....................     $    7,740     $       --     $   69,889
        Restructured loans which
           are not on nonaccrual ................         24,459         33,923         39,140
                                                      ----------     ----------     ----------

                  Total nonperforming loans .....         32,199         33,923        109,029

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

                   Total nonperforming assets ...     $   32,199     $   33,923     $  109,029
                                                      ==========     ==========     ==========

      Loans contractually past due 90 days
        or more as to principal or interest,
        but which are not on nonaccrual .........     $   15,871     $   11,061     $    8,119
                                                      ==========     ==========     ==========
</Table>

At December 31, 2001, the recorded investment in loans that were considered to
be impaired under SFAS No. 114 was $7,740. The related allowance for loan losses
was $2,000 for impaired loans. The average recorded investment in impaired loans
during the year ended December 31, 2001 was approximately $3,000. Interest
payments received on impaired loans are applied to principal if there is doubt
as to the collectibility of the principal; otherwise, these receipts are
recorded as interest income. For the year ended December 31, 2001, the Company
did not recognize interest income on impaired loans.

Interest income in the amount of $500 for 2001, $3,857 for 2000 and $9,501 for
1999 would have been recorded on nonperforming loans if they had been classified
as performing. The Company recorded $-0-, $2,490 and $2,733 of interest income
on nonperforming loans during 2001, 2000 and 1999, respectively.

The following is a summary of the allowance for loan losses for the three years
ended December 31, 2001:

<Table>
<Caption>
                                                         2001            2000            1999
                                                      ----------      ----------      ----------
<S>                                                   <C>             <C>             <C>

     Balance, beginning of year .................     $  579,481      $  579,047      $  595,762
     Provisions charged to operating expense ....         42,000          10,500              --
     Recoveries on loans ........................          1,614             303           2,938
     Loans charged off ..........................        (17,904)        (10,369)        (19,653)
                                                      ----------      ----------      ----------

     Balance, end of year .......................     $  605,191      $  579,481      $  579,047
                                                      ==========      ==========      ==========
</Table>



                                      -44-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5.     Related Party Transactions

            In the ordinary course of business, loans have been made to
            directors and executive officers and their associates. Such loans to
            these related parties were made on substantially the same terms,
            including interest rates and collateral, as those prevailing at the
            time for comparable transactions with other persons. Loans to these
            related parties were approximately $2,146,994 and $2,273,824 at
            December 31, 2001 and 2000, respectively. The following provides an
            analysis of the activity with respect to loans to related parties:

<Table>
<S>                                              <C>
     Balance at January 1, 2001 .............     $  2,273,824
     New loans made .........................        1,068,520
     Repayment on loans .....................       (1,195,350)
                                                  ------------

     Balance at December 31, 2001 ...........     $  2,146,994
                                                  ============
</Table>

Note 6.     Bank Premises and Equipment

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

<Table>
<Caption>
                                                      2001             2000             1999
                                                  ------------     ------------     ------------
<S>                                               <C>              <C>              <C>

     Land ...................................     $    459,386     $    459,386     $    384,387
     Premises and leasehold
           improvements .....................        2,235,452        1,863,020        1,811,929
     Furniture and equipment ................        1,469,994        1,341,381        1,242,411
     Construction in progress ...............               --          154,808           52,704
                                                     4,164,832        3,818,595        3,491,431
                                                  ------------     ------------     ------------
     Less accumulated depreciation
         and amortization ...................        2,394,217        2,268,661        2,383,132
                                                  ------------     ------------     ------------

             Total ..........................     $  1,770,615     $  1,549,934     $  1,108,299
                                                  ============     ============     ============
</Table>

            Depreciation and amortization expense included in non-interest
            expense was $180,899 in 2001, $161,122 in 2000, and $129,296 in
            1999.



                                      -45-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7.     Deposits

            Deposit account balances at December 31, 2001 and 2000, are
            summarized as follows:

<Table>
<Caption>
                                                      2001             2000
                                                  ------------     ------------
<S>                                               <C>              <C>

     Non-interest bearing ...................     $ 27,780,347     $ 25,925,833
     Interest bearing demand ................       16,021,373       15,374,416
     Savings deposits .......................       10,625,722        9,357,554
     Time deposits under $100,000 ...........       16,949,960       15,481,998
     Time deposits over $100,000 ............        7,310,533        5,178,681
                                                  ------------     ------------

                                                  $ 78,687,935     $ 71,318,482
                                                  ============     ============
</Table>

            Time deposits maturing in years ending December 31, as of December
            31, 2001:

<Table>
<S>                                      <C>
     2002 ...........................     $ 22,600,735
     2003 ...........................        1,394,898
     2004 ...........................          257,308
     2005 ...........................            7,552
                                          ------------

                                          $ 24,260,493
                                          ============
</Table>

            The Bank held related party deposits of approximately $2,449,000 and
            $2,345,000 at December 31, 2001 and 2000.

Note 8.     Employee Benefit Plan

            The Bank maintains a 401(k) Savings Plan available to employees with
            over one year of service. The Bank matches 50% of the salary
            deferral, up to a maximum of 3% of compensation for 2001, 2000 and
            1999, which becomes vested after five years of service. Total
            contributions to the plan by the Bank were $19,612 for 2001, $19,050
            for 2000 and $19,735 for 1999. The Bank has a non-qualified deferred
            compensation benefit plan for certain executives of the Company. The
            total deferred compensation expense for 2001, 2000 and 1999 was
            $50,712, $52,717 and $12,384, respectively.



                                      -46-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9.     Lease Commitments

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

            Future minimum payments, by year and in the aggregate, for
            noncancelable operating leases with initial or remaining terms of
            one year or more consisted of the following at December 31, 2001:

<Table>
<Caption>
            YEAR ENDING                                                     AMOUNT
                                                                          -----------

<S>                                                                       <C>
               2002...............................................        $    45,871
               2003...............................................             40,771
               2004...............................................             35,671
               2005...............................................             35,671
               2006...............................................             35,671
                                                                          -----------

               Total future minimum lease payments................        $   193,655
                                                                          ===========
</Table>

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

            The total rental expense on operating leases for the years ended
            December 31, 2001, 2000, and 1999, amount to $60,380, $70,443 and
            $68,360, respectively.

            One of the Bank's branch offices is leased from a corporation which
            is owned by a shareholder and director of the Bank. Lease expense
            related to this property totaled $20,671 for the 2001, 2000 and 1999
            fiscal years.

Note 10.    Other Operating Expenses

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

<Table>
<Caption>
                                                     2001           2000           1999
                                                  ----------     ----------     ----------
<S>                                               <C>            <C>            <C>

     FDIC and Louisiana assessments .........     $   31,109     $   31,602     $   26,948
     Advertising ............................         79,464         80,123         56,479
     Office supplies ........................         87,878         80,582         82,594
     Postage ................................         58,994         56,450         57,560
     Insurance ..............................          8,811         11,730         15,503
     ATM expenses ...........................         41,800         34,691         35,940
     Director fees ..........................        101,200        101,200         92,650
     Other ..................................        379,084        345,046        371,221
                                                  ----------     ----------     ----------

                                                  $  788,340     $  741,424     $  738,895
                                                  ==========     ==========     ==========
</Table>



                                      -47-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11.    Income Taxes

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

<Table>
<Caption>
                                                         2001            2000            1999
                                                      ----------      ----------      ----------
<S>                                                   <C>             <C>             <C>
     Current federal income tax
        expense .................................     $  392,420      $  438,945      $  376,331
     Deferred federal income tax
        expense (benefit) .......................        (13,210)        (12,617)         26,602
                                                      ----------      ----------      ----------
                                                      $  379,210      $  426,328      $  402,933
                                                      ==========      ==========      ==========

     Included in shareholders' equity:
        Deferred tax expense
        (benefit) related to the
        change in net unrealized
        gain (loss) on securities
        available for sale ......................     $  187,318      $  295,051      $ (417,266)
                                                      ==========      ==========      ==========
</Table>



                                      -48-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

<Table>
<Caption>
                                           2001                              2000                              1999
                                ---------------------------       ---------------------------       ---------------------------
                                  Amount            Rate            Amount            Rate            Amount            Rate
                                ----------       ----------       ----------       ----------       ----------       ----------
<S>                             <C>              <C>              <C>              <C>              <C>              <C>
     Tax based on
        federal
        statutory rate ....     $  515,171             34.0%      $  554,059             34.0%      $  506,083             34.0%
     Effect of tax-
        exempt income .....       (151,359)           (10.0)        (140,929)            (8.6)        (116,718)            (7.8)
     Other ................         15,398              1.0           13,198               .8           13,568               .9
                                ----------       ----------       ----------       ----------       ----------       ----------

                                $  379,210             25.0%      $  426,328             26.2%      $  402,933             27.1%
                                ==========       ==========       ==========       ==========       ==========       ==========
</Table>

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

<Table>
<Caption>
                                                         2001           2000
                                                      ----------     ----------
<S>                                                   <C>            <C>
     Deferred tax assets:
        Allowance for loan losses ...............     $   31,872     $   17,592
        Deferred executive compensation .........         51,496         34,254
        Other ...................................          5,998          5,569
                                                      ----------     ----------

         Total deferred tax assets ..............         89,366         57,415
                                                      ----------     ----------

     Deferred tax liabilities:
           Accumulated depreciation .............         56,365         37,624
                                                      ----------     ----------
           Total deferred tax liabilities .......         56,365         37,624
                                                      ----------     ----------

     Net deferred tax asset .....................     $   33,001     $   19,791
                                                      ==========     ==========
</Table>

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

Note 12.    Earnings Per Share

            The earnings per share computations are based on weighted average
            number of shares outstanding during each year of 117,016, 117,673
            and 117,884 for the years ended December 31, 2001, 2000 and 1999,
            respectively.


                                      -49-

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.      Financial Instruments

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

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

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

              Variances between the carrying amount and the estimated fair value
              of loans reflect both credit risk and interest rate risk. The Bank
              is protected against changes in credit risk by the allowance for
              possible loan losses of $605,191 at December 31, 2001.

              The fair value estimates presented are based on information
              available to management as of December 31, 2001. 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.




                                      -50-
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                                   CARRYING               FAIR
                                                                                    AMOUNT                VALUE
                                                                               ---------------        ---------------
<S>                                                                            <C>                    <C>

              ASSETS
                Cash and cash equivalents.................................     $   14,246,100         $  14,246,100
                Interest-bearing deposits with banks......................     $       99,000         $      99,000
                Securities held to maturity...............................     $    2,306,283         $   2,353,593
                Securities available for sale.............................     $   34,469,353         $  35,048,993
                Loans.....................................................     $   37,750,770         $  39,118,000

              LIABILITIES
                Demand deposits...........................................     $   27,780,347         $  27,780,347
                NOW accounts..............................................     $   13,370,482         $  13,370,482
                Money market accounts.....................................     $    2,650,891         $   2,650,891
                Savings...................................................     $   10,625,722         $  10,625,722
                Time deposits.............................................     $   24,260,493         $  24,587,558
</Table>

Commitments to extend credit are legally binding, conditional agreements
generally having fixed expiration or termination dates and specified interest
rates and purposes. These commitments generally require customers to maintain
certain credit standards. Collateral requirements and loan-to-value ratios are
the same as those for funded transactions and are established based on
management's credit assessment of the customer. Commitments may expire without
being drawn upon. Therefore, the total commitment amount does not necessarily
represent future funding requirements. The Bank's experience has been that most
loan commitments are drawn upon by customers. Outstanding loan commitments at
December 31, 2001 were $5,281,938 and $4,631,059 at December 31, 2000.

The Bank issues letters of credit and financial guarantees (standby letters of
credit) whereby it agrees to honor certain financial commitments in the event
its customers are unable to perform. The majority of the standby letters of
credit consist of performance guarantees. Management conducts regular reviews of
all outstanding standby letters of credit, and the results of these reviews are
considered in assessing the adequacy of the Bank's reserve for possible loan
losses. The letters of credit balance was $537,810 and $395,664 at December 31,
2001 and 2000, respectively. The Bank has not incurred any losses in its
commitments in 2001 or 2000. Management does not anticipate any material losses
related to these instruments.



                                      -51-
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              The estimated fair values of off-balance-sheet financial
              instruments are not material. A summary of the notional amounts of
              the Bank's financial instruments with off-balance-sheet risk at
              December 31, 2001 and 2000 are as follows:

<Table>
<Caption>
                                                                                      2001                  2000
                                                                                 -------------         --------------
<S>                                                                              <C>                   <C>
             Commitments to extend credit....................................    $   5,281,938         $   4,631,059
             Credit card arrangements........................................    $   2,711,098         $   2,193,207
             Standby letters of credit.......................................    $     537,810         $     395,664
</Table>

Note 14.      Regulatory Matters

              The Bank is subject to the dividend restrictions set forth by the
              Louisiana Commissioner of Financial Institutions. Under such
              restrictions, the Bank may not, without the prior approval of the
              Commissioner of Financial Institutions, declare dividends in
              excess of the sum of the current year and prior year earnings less
              dividends paid during these periods. The dividends as of December
              31, 2001, that the Bank could declare without the approval of the
              Commissioner of Financial Institutions, amounted to $1,831,382.
              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, 2001, the Bank is required to have
              minimum Tier 1 risk-based, Tier 1 leverage capital, and Total
              capital ratios of 4%, 4% and 8%, respectively. The Bank's actual
              ratios at that date were 27.16%, 14.14%, and 28.41%, respectively.
              At December 31, 2000, the Bank's actual ratios were 29.0%, 14.14%,
              and 30.25%, respectively.

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

              As of December 31, 2001 and 2000, the most recent notifications
              from the Federal Deposit Insurance Corporation categorized the
              Bank as well capitalized under the regulatory framework for prompt
              action. To be categorized as well capitalized, the Bank must
              maintain minimum Total risk-based, Tier 1 risk-based, and Tier 1
              leverage ratios as indicated above. There are no conditions or
              events since those notifications that management believes have
              changed the Bank's category.



                                      -52-
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

              BALANCE SHEETS

<Table>
<Caption>
                                                                       DECEMBER 31,
                                                               ----------------------------
                                                                   2001            2000
                                                               ------------    ------------
<S>                                                            <C>             <C>

ASSETS
   Cash on deposit with subsidiary .........................   $     23,670    $     26,850
   Investment in subsidiary ................................     12,235,565      11,044,124
   Due from American Bank & Trust Company ..................         67,173          28,013
                                                               ------------    ------------
       Total assets ........................................   $ 12,326,408    $ 11,098,987
                                                               ============    ============

LIABILITIES
   Accrued income taxes payable ............................   $     61,688    $     22,528
                                                               ------------    ------------
       Total liabilities ...................................         61,688          22,528
                                                               ------------    ------------
SHAREHOLDERS' EQUITY
   Common stock: $5 par value, 10,000,000
      shares authorized; 120,000 shares
      issued, 116,589 and 117,630 shares
      outstanding, respectively ............................        600,000         600,000
   Surplus .................................................      2,150,000       2,150,000
   Retained earnings .......................................      9,344,901       8,442,150
   Net unrealized gain (loss) on securities
      available for sale, net of tax of $197,078
      and $9,760, respectively .............................        382,562          18,946
   Treasury stock, 3,411 and 2,370 shares
      at cost, respectively ................................       (212,743)       (134,637)
                                                               ------------    ------------
         Total shareholders' equity ........................     12,264,720      11,076,459
                                                               ------------    ------------
         Total liabilities and shareholders' equity ........   $ 12,326,408    $ 11,098,987
                                                               ============    ============
</Table>



                                      -53-
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

American Bancorp, Inc. (Parent Company Only)

STATEMENTS OF INCOME

<Table>
<Caption>
                                                    YEARS ENDED DECEMBER 31,
                                         ------------------------------------------
                                             2001           2000           1999
                                         ------------   ------------   ------------
<S>                                      <C>            <C>            <C>

Income:
   Dividends from bank subsidiary ....   $    321,300   $    213,500   $    230,000
                                         ------------   ------------   ------------
Expenses:
   Directors fees ....................         12,000         12,000         12,000
   Other expenses ....................          1,126          1,801          1,057
                                         ------------   ------------   ------------
                                               13,126         13,801         13,057
                                         ------------   ------------   ------------
Earnings before income taxes
   and equity in undistributed
   earnings of subsidiary ............        308,174        199,699        216,943

Provision for income taxes ...........             --             --             --
                                         ------------   ------------   ------------
Earnings before equity in
   undistributed earnings of
   subsidiary ........................        308,174        199,699        216,943

Equity in undistributed
   earnings of subsidiary ............        827,825      1,003,557        868,602
                                         ------------   ------------   ------------
      Net income .....................   $  1,135,999   $  1,203,256   $  1,085,545
                                         ============   ============   ============
</Table>



                                      -54-
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

American Bancorp, Inc. (Parent Company Only)

STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                               YEARS ENDED DECEMBER 31,
                                                    --------------------------------------------
                                                       2001             2000            1999
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>

 OPERATING ACTIVITIES
    Net income ..................................   $  1,135,999    $  1,203,256    $  1,085,545
    Adjustments to reconcile net
       income to net cash provided
       by operating activities:
          Equity in undistributed
                earnings of subsidiary ..........       (827,825)     (1,003,557)       (868,602)
          (Increase) decrease in other assets ...        (39,160)          5,097         (12,779)
          Increase (decrease) in income taxes
                payable .........................         39,160          (5,097)         12,779
                                                    ------------    ------------    ------------
             Net cash provided by
                operating activities ............        308,174         199,699         216,943
                                                    ------------    ------------    ------------
 INVESTING ACTIVITIES
    Purchase of treasury stock ..................        (78,106)         (5,236)        (44,706)
                                                    ------------    ------------    ------------
            Net cash used in
               investing activities .............        (78,106)         (5,236)        (44,706)
                                                    ------------    ------------    ------------
 FINANCING ACTIVITIES
    Dividends paid to shareholders ..............       (233,248)       (199,983)       (170,683)
                                                    ------------    ------------    ------------
             Net cash used in
                financing activities ............       (233,248)       (199,983)       (170,683)
                                                    ------------    ------------    ------------
             Increase (decrease) in cash
                and cash equivalents ............         (3,180)         (5,520)          1,554

 Cash and cash equivalents at
    beginning of year ...........................         26,850          32,370          30,816
                                                    ------------    ------------    ------------
 Cash and cash equivalents at
    end of year .................................   $     23,670    $     26,850    $     32,370
                                                    ============    ============    ============
</Table>



                                      -55-
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16.      Concentrations of Credit Risk

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

              At December 31, 2001, the Bank has loans outstanding to multiple
              numbers of borrowers engaged in the medical industry and the legal
              profession. The loans to the medical industry were approximately
              $6,515,000, while the loans to the legal profession were
              approximately $3,820,000. There were no significant nonperforming
              loans outstanding in these two concentrations.

Note 17.      Contingencies

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



                                      -56-
<PAGE>


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

<Table>
<Caption>
                                                                                              2001
                                                                       -------------------------------------------------
                                                                           IV          III           II            I
                                                                       ----------   ----------   ----------   ----------
<S>                                                                    <C>          <C>          <C>          <C>
Interest income ....................................................   $    1,351   $    1,341   $    1,329   $    1,316
Interest expense ...................................................          333          394          402          400
                                                                       ----------   ----------   ----------   ----------
Net interest income ................................................        1,018          947          927          916
Provision for possible loan losses .................................           11           10           11           10
                                                                       ----------   ----------   ----------   ----------
Net interest income after provision ................................        1,007          937          916          906
Non interest income, excluding securities
     gains .........................................................          141          155          155          161
Net securities gains ...............................................           --           --           --           --
Non-interest expense ...............................................          802          645          688          728
                                                                       ----------   ----------   ----------   ----------
Income before income tax expense ...................................          346          447          383          339
Income tax expense .................................................           81          115          100           83
                                                                       ----------   ----------   ----------   ----------
Net income .........................................................   $      265   $      332   $      283   $      256
                                                                       ==========   ==========   ==========   ==========
Earnings per common share ..........................................   $     2.27   $     2.84   $     2.41   $     2.18
                                                                       ==========   ==========   ==========   ==========
Market price of common stock
     High ..........................................................   $       80   $       76   $       74   $       71
     Low ...........................................................   $       80   $       76   $       74   $       71
     Close .........................................................   $       80   $       76   $       74   $       71

Average shares outstanding .........................................      116,601      116,931      117,167      117,364
</Table>

<Table>
<Caption>
                                                                                                2000
                                                                       -------------------------------------------------
                                                                           IV          III           II            I
                                                                       ----------   ----------   ----------   ----------
<S>                                                                    <C>          <C>          <C>          <C>

Interest income ....................................................   $    1,330   $    1,311   $    1,297   $    1,277
Interest expense ...................................................          401          393          380          371

Net interest income ................................................          929          918          917          906
Provision for possible loan losses .................................           11           --           --           --
                                                                       ----------   ----------   ----------   ----------
Net interest income after provision ................................          918          918          917          906
Non-interest income, excluding securities
     gains .........................................................          140          159          172          184
Net securities gains ...............................................           --           --           --           --
Non-interest expense ...............................................          728          642          662          642
                                                                       ----------   ----------   ----------   ----------
Income before income tax expense ...................................          330          435          427          448
Income tax expense .................................................           75          117          115          119
                                                                       ----------   ----------   ----------   ----------
Net income .........................................................   $      255   $      318   $      312   $      329
                                                                       ==========   ==========   ==========   ==========
Earnings per common share ..........................................   $     2.17   $     2.70   $     2.65   $     2.80
                                                                       ==========   ==========   ==========   ==========
Market price of common stock
     High ..........................................................   $       68   $       64   $       62   $       61
     Low ...........................................................   $       30   $       64   $       62   $       61
     Close .........................................................   $       68   $       64   $       62   $       61

Average shares outstanding .........................................      117,704      117,697      117,657      117,635
</Table>



                                      -57-
<PAGE>



                                      -58-
<PAGE>

                            OFFICERS AND DIRECTORS OF
                          AMERICAN BANK & TRUST COMPANY

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

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

                              SENIOR VICE-PRESIDENT
                            Walter J. Champagne, Jr.

<Table>
<S>                         <C>                           <C>

                                 VICE-PRESIDENTS

Charlene Louviere                                         George H. Comeau
Angel Powell                                               Chief and Financial Officer
Mark J. LeBlanc                                            Cashier

                            ASSISTANT VICE-PRESIDENTS

David Gremillion                                          Christopher Choate
J. Karla Manuel

                               ASSISTANT CASHIERS

Elaine D. Ardoin                                          Elizabeth Miller
Deanna Cox                                                Beryl Bergeron
Sally Hooks                                               Stephanie Richard
Cindy Whitmore

                                    DIRECTORS

Jasper 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
</Table>



                                      -59-
<PAGE>

                            OFFICERS AND DIRECTORS OF
                             AMERICAN BANCORP, INC.

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

                             SECRETARY AND TREASURER
                                Ronald J. Lashute

<Table>
<Caption>
BOARD OF DIRECTORS                                  OCCUPATION AND MAIN AFFILIATION
<S>                                                 <C>

Jasper J. Artall                                    Farmer.

Walter J. Champagne, Jr.                            Senior Vice-President of American
                                                    Bank & Trust Company; and Investor in
                                                    farming interest.

J.C. Diesi                                          President of Diesi Pontiac-Cadillac-
                                                    Buick, Inc.

Salvador L. Diesi, Sr.                              Chairman of the Board of Directors and President of
                                                    American Bancorp, Inc. and American Bank & Trust
                                                    Company; Investor in and operator of Little Capitol of
                                                    Louisiana, Inc. (Gas Station, Convenience Store and
                                                    Video Poker); Commercial real estate investor;
                                                    Investor in farming interest; and Attorney at Law.

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



                                      -60-
<PAGE>



                                      -61-