U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

            [X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

           [ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      For the transition period from                     to
                                     -------------------    --------------------

Commission file number  33-94050

                             VOLUNTEER BANCORP, INC.
        (Exact name of small business issuer as specified in its charter)

              Tennessee                                  62-1271025
 (State of other jurisdiction of                       (IRS Employer
  incorporation or organization)                     Identification No.)

               210 East Main Street, Rogersville, Tennessee 37879
                    (Address of principal executive offices)

                                 (423) 272-2200
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
Former  name,  former  address and former  fiscal year,  if changed  since last
report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section  12, 13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.Yes X No
                                                                          --  --
                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date:  539,027 as of November 13,
2002.

Transitional Small Business Disclosure Format (check one); Yes      No   X
                                                               ----     ----

<PAGE>

                            VOLUNTEER BANCORP, INC.

                                      INDEX



                                                                        Page No.
                                                                        --------

Item 1.   FINANCIAL STATEMENT

          Condensed  Consolidated  Balance  Sheets
          September  30,  2002 and 2001 (Unaudited)                          3

          Condensed Consolidated Statements of Earnings
          For The Three and Nine Months Ended September 30, 2002
          and 2001 (Unaudited)                                               4

          Condensed Consolidated Statements of Cash Flows
          For The Nine Months Ended September 30, 2002 and 2001 (Unaudited)  5

          Condensed Consolidated Statements of Comprehensive Income
          For the Three and Nine Months Ended September 30, 2002
          and 2001 (Unaudited)                                               6

          Notes to Unaudited Condensed Consolidated Financial Statements
          Nine Months Ended September 30, 2002 and 2001                      7

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                      13

Item 3.   Controls and Procedures                                            19

PART II.  OTHER INFORMATION

          Item 1.     Legal Proceedings                                      20

          Item 2.     Changes in Securities                                  20

          Item 3.     Defaults upon Senior Securities                        20

          Item 4.     Submission of Matters to a Vote of Securities Holders  20

          Item 5.     Other Information                                      20

          Item 6.     Exhibits and Reports on Form 8-K                       20

SIGNATURES                                                                   21

CERTIFICATIONS                                                               22



                                        1

<PAGE>



PART I -- FINANCIAL INFORMATION

Item 1.   Financial Statements


                       INDEPENDENT AUDITOR'S REVIEW REPORT
                       -----------------------------------

To the Board of Directors
Volunteer Bancorp, Inc.
Rogersville, Tennessee

We have  reviewed the  accompanying  condensed  consolidated  balance  sheets of
Volunteer  Bancorp,  Inc. and  subsidiary as of September 30, 2002 and 2001, and
the  related  condensed  consolidated   statements  of  earnings  and  condensed
consolidated  statements of  comprehensive  income for the three and nine months
then ended and the condensed consolidated  statements of cash flows for the nine
months then ended, in accordance with Statements on Standards for Accounting and
Review   Services  issued  by  the  American   Institute  of  Certified   Public
Accountants.  All information included in these condensed consolidated financial
statements is the representation of the management of Volunteer Bancorp, Inc.

A review of interim  financial  statements  consists  primarily  of inquiries of
company  personnel and analytical  procedures  applied to financial  data. It is
substantially  less in scope than an audit in accordance with generally accepted
accounting  standards,  the  objective of which is the  expression of an opinion
regarding  the condensed  consolidated  financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.




/s/ Welch & Associates, Ltd.


Welch & Associates, Ltd.
Nashville, Tennessee
November 7, 2002

                                       2
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheets
                           September 30, 2002 and 2001
                   (Unaudited- See Accountants' Review Report)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                   ASSETS                                                 2002             2001
                                   ------                                          -------------      -------------
<S>                                                                                <C>                <C>
Cash and due from banks                                                            $   3,315,843      $   3,287,812
Federal fund sold                                                                      4,900,000          4,600,000
                                                                                   -------------      -------------
   Total cash and cash equivalents                                                     8,215,843          7,887,812
Investment securities available for sale (amortized cost of
   $28,713,879 and $24,270,707, respectively)                                         29,374,378         24,468,860
Investment securities held to maturity (estimated market
   value of $ 617,394 and $1,752,583, respectively)                                      615,607          1,745,291
Loans, less allowances for loan losses of $1,034,978 and
   $937,688, respectively                                                             67,294,795         74,061,454
Accrued interest receivable                                                              989,088          1,110,588
Premises and equipment, net                                                            3,827,609          3,907,293
Other real estate                                                                        728,660          1,041,890
Deferred income taxes                                                                      6,121             62,764
Goodwill                                                                                 131,259            135,730
Other assets                                                                             210,415            232,073
                                                                                   -------------      -------------

Total assets                                                                       $ 111,393,775      $ 114,653,755
                                                                                   =============      =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


Deposits:
    Non-interest bearing                                                           $  11,822,540     $  11,561,204
    Interest bearing                                                                  89,028,039        92,585,555
                                                                                   -------------     -------------
          Total deposits                                                             100,850,579       104,146,759
Interest payable                                                                         441,874         1,037,561
Note payable                                                                           1,810,000         2,170,000
Securities sold under repurchase agreements                                            1,462,159         1,023,350
Other accrued taxes, expenses and liabilities                                             37,206           111,431
                                                                                   -------------     -------------
    Total liabilities                                                                104,601,818       108,489,101
                                                                                   -------------     -------------

Stockholders' equity:
    Common stock, $0.01 par value, 1,000,000 shares
     authorized, 539,027 shares issued and
    outstanding                                                                            5,390             5,390
 Additional paid-in capital                                                            1,916,500         1,916,500
 Retained earnings                                                                     4,460,557         4,119,909
 Accumulated other comprehensive income                                                  409,510           122,855
                                                                                   -------------     -------------
    Total stockholders' equity                                                         6,791,957         6,164,654
                                                                                   -------------     -------------

Total liabilities and stockholders' equity                                         $  111,393,775    $ 114,653,755
                                                                                   ==============    =============

</TABLE>

     The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       3

<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY
                  Condensed Consolidated Statements of Earnings
         For The Three and Nine Months Ended September 30, 2002 and 2001
                  (Unaudited - See Accountants' Review Report)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Three months ended          Nine months ended
                                                                        September 30,               September 30,
                                                                 -----------------------      ---------------------
<S>                                                              <C>          <C>             <C>         <C>
                                                                      2002        2001            2002        2001
                                                                      ----        ----            ----        ----
Interest Income:
     Interest and fees on loans                                  $ 1,399,941  $1,782,589      4,376,807   5,471,338
     Interest on federal funds                                        14,553      44,504         52,891     201,903
     Interest on investment securities:
          Taxable                                                    286,065     361,754        874,221   1,204,513
          Exempt from Federal income taxes                            69,014      29,741        170,030      88,349
                                                                ------------  ----------      ---------   ---------
               Total interest income                               1,769,573   2,218,588      5,473,949   6,966,103
                                                                ------------  ----------      ---------   ---------
Interest Expense:
     Interest on deposits                                            532,933   1,110,923      1,819,183   3,667,511
     Other borrowed funds                                             29,793      54,056         90,300     163,098
                                                                ------------  ----------      ---------   ---------
               Total interest expense                                562,726   1,164,979      1,909,483   3,830,609
                                                                ------------  ----------      ---------   ---------
Net interest income                                                1,206,847   1,053,609      3,564,466   3,135,494
Provision for possible loan losses                                    50,000       -            595,000     160,000
                                                                ------------  ----------      ---------   ---------
Net interest income after provision for
   possible loan losses                                            1,156,847   1,053,609      2,969,466   2,975,494
                                                                ------------  ----------      ---------   ---------
Non-interest income:
     Service charges on deposits                                      76,973      36,152        170,581     130,085
     Other service charges and fees                                   29,672      26,330         84,793      79,424
     Securities (losses) gain                                            -         2,158         39,222      11,762
     Other non-interest income                                        23,769      22,496         41,073      40,966
                                                                ------------  ----------      ---------   ---------
               Total non-interest income                             130,414      87,136        335,669     262,237
                                                                ------------  ----------      ---------   ---------
Non-interest expense:
     Salaries and employee benefits                                  469,362     435,637      1,378,835   1,311,158
     Occupancy expense                                                61,666      64,798        210,838     213,593
     Furniture and equipment expense                                 105,069     104,490        300,116     271,074
     Other non-interest expense                                      279,212     198,296      1,009,787     625,958
                                                                ------------  ----------      ---------   ---------
                Total non-interest expense                           915,309     803,221      2,899,576   2,421,783
                                                                ------------  ----------      ---------   ---------

                Earnings before income taxes                         371,952     337,524        405,559     815,948

Income tax expense                                                   124,812     122,755        115,617     293,898
                                                                ------------  ----------      ---------   ---------

                Net income                                       $   247,140     214,769        289,942     522,050
                                                                ============  ==========      =========   =========

Income per common share                                          $      0.46        0.40           0.54        0.97
                                                                ============  ==========      =========   =========

Common shares  outstanding                                           539,027     539,027        539,027     539,027
                                                                ============  ==========      =========   =========

</TABLE>


     The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       4
 <PAGE>



                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY
                 Condensed Consolidated Statements of Cash Flows
              For The Nine Months Ended September 30, 2002 and 2001
                  (Unaudited - See Accountants' Review Report)
 -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                               2002                 2001
                                                                                        ----------------      --------------
<S>                                                                                     <C>                   <C>
 Cash Flows from Operating Activities:
   Net income                                                                           $     289,942         $    522,050
 Adjustments to reconcile net income
   to net cash provided by operating activities:
      Deferred income taxes                                                                  (151,209)              14,698
      Provision for possible loan losses                                                      595,000              160,000
      Provision for depreciation and amortization                                             156,935              182,809
      (Gain) on securities                                                                    (39,222)             (11,762)
      Federal Home Loan Bank stock dividends                                                  (12,400)             (18,000)
      Decrease in interest receivable                                                          77,391              102,731
      Decrease (increase) in other assets                                                     474,517             (511,439)
      (Decrease) increase in other liabilities                                               (447,733)            (115,067)
                                                                                        --------------        --------------
   Net cash provided by operating activities                                                  943,221              326,020
                                                                                        --------------        --------------

 Cash Flows from Investing Activities:
   Proceeds from calls and maturity of held to maturity securities                             11,252               26,398
   Purchase of investment securities held to maturity                                             -               (705,141)

   Proceeds from calls and maturity of investments
    available for sale                                                                      8,150,000           15,701,695
   Proceeds from sale of investments available for sale                                     5,782,690            9,820,786
   Purchase of investment securities available for sale                                   (16,604,251)         (23,897,079)
   Net decrease (increase) in loans                                                         4,268,361           (1,182,534)
   Capital expenditures                                                                      (118,186)             (24,646)
                                                                                        --------------        --------------
   Net cash provided (used) in investing activities                                         1,489,866             (260,521)
                                                                                        --------------        --------------

 Cash Flows from Financing Activities:
   Net increase (decrease) in demand deposits, NOW accounts,
      savings accounts, and IRA's                                                           1,166,635           (2,473,313)
   Net (decrease) increase  in certificates of deposit                                     (4,225,711)             612,386
   Repayment of long-term debt                                                               (360,000)            (325,000)
   Net change in securities sold under repurchase agreements                                  352,556              (29,163)

 Dividends paid                                                                               (53,903)             (75,464)
                                                                                        --------------        --------------
   Net cash (used) by financing activities                                                 (3,120,423)          (2,290,554)
                                                                                        --------------        --------------
   (Decrease) in cash and cash equivalents                                                   (687,336)          (2,225,055)
 Cash and cash equivalents beginning of period                                              8,903,179           10,112,867
                                                                                        --------------        --------------
 Cash and cash equivalents end of period                                                $   8,215,843            7,887,812
                                                                                        ==============        ==============

 Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for:
      Interest                                                                          $   2,361,956         $  3,933,081
                                                                                        ==============        ==============
      Income taxes                                                                      $     260,776         $    402,254
                                                                                        ==============        ==============

</TABLE>

     The accompanying notes are an integral part of these condensed consolidated
 financial statements.

                                       5
<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY
            Condensed Consolidated Statements of Comprehensive Income
         For The Three and Nine Months Ended September 30, 2002 and 2001
                  (Unaudited - See Accountants' Review Report)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             Three months ended                Nine months ended
                                                                 September 30,                    September 30,

                                                           2002             2001              2002            2001
                                                           ----             ----              ----            ----
<S>                                                   <C>             <C>               <C>             <C>

Net income                                            $  247,140      $  214,769        $  289,942      $  522,050
                                                      ----------      ----------        -----------     -----------

Other comprehensive income, before tax:
  Unrealized (losses) gains on securities
      available for sale:
    Unrealized holding gains (losses) arising
      during the period                                  290,922         215,184           723,495         653,593
    Less: reclassification adjustment for
        (gains) losses included in net income                -            (2,158)          (39,222)        (11,762)
                                                      ----------      ----------        -----------     -----------
  Other comprehensive income                             290,922         213,026           684,273         641,831
Income taxes related to other
  comprehensive income                                  (110,550)        (80,949)         (260,023)       (243,896)
                                                      ----------      ----------        -----------     -----------
  Other comprehensive income,
    net of income taxes                                  180,372         132,077           424,250         397,935
                                                      ----------      ----------        -----------     -----------
  Total comprehensive income                          $  427,512      $  346,846        $  714,192      $  919,985
                                                      ==========      ==========        ===========     ===========
</TABLE>


     The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       6
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                  Nine Months Ended September 30, 2002 and 2001
--------------------------------------------------------------------------------

1.        Management Opinion
          ------------------

          In the opinion of management,  the  accompanying  unaudited  condensed
          consolidated  financial  statements  of Volunteer  Bancorp,  Inc. (the
          "Company")  contain  all  adjustments,   consisting  of  only  normal,
          recurring  adjustments,  necessary  to fairly  present  the  financial
          results for the interim periods  presented.  The results of operations
          for any interim period is not necessarily indicative of the results to
          be expected for an entire year.  These  interim  financial  statements
          should be read in conjunction with the annual financial statements and
          notes thereto.

2.        Adoption of Recently Issued Statements of Financial Accounting
          Standards (SFAS)
          ----------------------------------------------------------------------

          On  January  1, 2002,  the  Company  adopted  Statement  of  Financial
          Accounting  Standard  No.  144,  "Accounting  for  the  Impairment  or
          Disposal of Long-Lived  Assets".  SFAS No. 144 supersedes SFAS No. 121
          and provides a single  accounting  model for  long-lived  assets to be
          disposed of. Although  retaining many of the  fundamental  recognition
          and   measurement   provisions   of  SFAS  No.  121,   the  new  rules
          significantly  change  the  criteria  that  would  have  to be  met to
          classify an asset as  held-for-sale.  SFAS No. 144 also supersedes the
          provisions of Accounting Principles Board (APB) Opinion 30 with regard
          to reporting  the effects of a disposal of a segment of a business and
          requires expected future operating losses from discontinued operations
          to be displayed in  discontinued  operations in the period(s) in which
          the losses are  incurred  (rather than as of the  measurement  date as
          presently required by APB Opinion 30). In addition,  more dispositions
          will  qualify  for  discontinued  operations  treatment  in the income
          statement. The adoption of SFAS No. 144 did not have a material impact
          on the Company's financial conditions or results of operations.

          SFAS No. 140,  "Accounting  for  Transfers  and Servicing of Financial
          Assets and Extinguishment of Liabilities",  is effective for transfers
          and servicing of financial  assets and  extinguishment  of liabilities
          occurring  after March 31,  2001.  This  Statement  is  effective  for
          recognition  and  reclassification  of collateral and for  disclosures
          relating to  securitization  transactions  and  collateral  for fiscal
          years ending after December 15, 2000. This statement replaces SFAS No.
          125,  "Accounting for Transfers and Servicing of Financial  Assets and
          Extinguishments   of  Liabilities".   It  revises  the  standards  for
          accounting for securitizations and other transfers of financial assets
          and collateral and requires certain  disclosures,  but it carries over
          most  of SFAS  No.  125's  provisions  without  reconsideration.  This
          Statement  provides  accounting and reporting  standards for transfers
          and servicing of financial assets and  extinguishment  of liabilities.
          Those   standards   are   based  on   consistent   application   of  a
          financial-components  approach  that  focuses  on  control.  Under the
          approach,  after a transfer of financial  assets, an entity recognizes
          the financial and servicing  assets it controls and the liabilities it
          has  incurred,  derecognizes  financial  assets when  control has been
          surrendered,  and  derecognizes  liabilities when  extinguished.  This
          Statement provides consistent  standards for distinguishing  transfers
          of financial assets that are sales from transfers that are secured

                                       7
<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                  Nine Months Ended September 30, 2002 and 2001
--------------------------------------------------------------------------------

          borrowings.  The adoption of the  provisions of this Statement did not
          have any  material  impact upon the  financial  position or results of
          operation of the Company.


          SFAS No. 142, "Goodwill and Other Intangible Assets", is effective for
          fiscal  years  beginning  after  December  15,  2001.  This  statement
          addresses financial accounting and reporting for acquired goodwill and
          other intangible assets and supercedes APB Opinion No. 17, "Intangible
          Assets".   It  addresses  how  intangible  assets  that  are  acquired
          individually  or with a group of other assets (but not those  acquired
          in a  business  combination)  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. Under
          this  Statement,  goodwill and intangible  assets that have indefinite
          useful lives will not be amortized  but rather will be tested at least
          annually for  impairment.  Intangible  assets that have finite  useful
          lives will  continue to be  amortized  over their  useful  lives,  but
          without  the  constraint  of  an  arbitrary  ceiling.  This  Statement
          provides specific guidance for testing goodwill for impairment.

          The Company adopted the provisions of Statement 142 effective  January
          1, 2002.  As of the date of  adoption,  the  Company  had  unamortized
          goodwill in the amount of  $131,259  and no  unamortized  identifiable
          intangible  assets.  As part of its  adoption of  Statement  142,  the
          Company has performed a transitional  impairment  test on its goodwill
          assets,  which indicated that no impairment  charge was required.  The
          Company does not currently have any other indefinite-lived  intangible
          assets  recorded in its  statement  of financial  condition.  The full
          impact of adopting  Statement 142 is expected to result in an increase
          in net  income of  approximately  $17,883 or  approximately  $0.03 per
          share in 2002 as a result of the Company no longer  having to amortize
          goodwill against earnings.  Assuming retroactive adoption of Statement
          142,  net  income for the year ended  December  31,  2001 and the nine
          months ended September 30, 2001 would have been $644,542 and $535,462,
          respectively,  and  earnings per share would have been $1.19 and $0.99
          for the same periods, respectively.


                                       8


<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                  Nine Months Ended September 30, 2002 and 2001

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

          The  following  table sets forth the  reconcilement  of net income and
          earnings per share excluding goodwill  amortization for the year ended
          December 31, 2001 and nine months ended September 30, 2001:


                                                             For the Nine Months
                                       For the Year Ended           Ended
                                        December 31, 2001     September 30, 2001
                                      --------------------   -------------------
                                        Net      Earnings     Net      Earnings
                                     Income      Per Share   Income    Per Share
                                     ------       ------     ------    ---------
Earnings per common share
computation:

  Net income/EPS as reported       $ 626,659     $  1.16   $ 522,050   $   0.97
  Add back: Goodwill amortization     17,883        0.03      13,412       0.02
                                     -------      ------     -------   ---------
    Adjusted net income /EPS       $ 644,542     $  1.19   $ 535,462   $   0.99
                                     =======      ======     =======   =========

3.        Long-term debt
          --------------

          The Company's  long-term debt consists of a single note payable in the
          amount of  $1,810,000  and  $2,170,000 at September 30, 2002 and 2001,
          respectively,  due an unaffiliated national bank. The interest rate on
          the note adjusts  quarterly  and is equal to the  three-months  London
          Interbank  Offered Rate (Three Month LIBOR) plus 1.95% per annum or at
          the  option  of the  Company,  the  rate on the  note is  equal to the
          lender's  index  rate as such  rate  changes  from  time to time.  The
          Company may change interest rate options at any time with prior notice
          to the lender.  Interest is payable  quarterly.  At September 30, 2002
          the rate on the note was  3.7625%  per  annum.  Principal  is  payable
          annually on January 31, as follows:


               January 31,                     Principal Due
               -----------                     -------------
                  2003                            395,000
                  2004                            435,000
                  2005                            470,000
          2006 (Final Maturity)                   510,000
                                           ----------------------
                                              $ 1,810,000
                                           ======================

          The  loan is  secured  by all of the  stock of  Citizens  Bank of East
          Tennessee owned by the Company.


                                       9
<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                  Nine Months Ended September 30, 2002 and 2001
--------------------------------------------------------------------------------


          The Company is in violation of certain loan  covenants with respect to
          this loan in that annualized earnings to tangible assets are less than
          the 0.75%  required and the ratio of  nonperforming  assets is greater
          than 2.5%. These violations have not been waived by the lender.

          Because of these violations,  the lender may, at its option, by notice
          to the  Company  declare  the note in  default.  In such an event  the
          Company  would  have  ten  days to  remedy  compliance  with  all loan
          covenants.  If the  Company  did not or could not comply with all loan
          covenants within such ten day period the note would be in default.  In
          such a case  the  lender  may  declare  the note  immediately  due and
          payable and among other things  proceed to foreclose  upon 100% of the
          stock of Citizens Bank of East Tennessee  which is pledged as security
          for the note.

          The lender has been notified by the Company of its non-compliance with
          certain  covenants of the note that could lead to the lender declaring
          the note in default.  However, the lender has not notified the Company
          that it is in default under the terms of the loan agreement.

          The Company has had no substantive  discussions  with the lender since
          its  notification to the lender of the Company's  violation of certain
          loan  covenants.  However the Company remains in  non-compliance  with
          these  loan  covenants.  Accordingly,  should  the  lender  notify the
          Company and declare the loan in default the lender could call the note
          or require  that the note be  restructured  resulting  in, among other
          things,  increasing  the interest  rate on the note and  substantially
          reducing the final  maturity date on the note.  In such a case,  there
          can be no assurance  that the Company could  satisfy the  restructured
          debt without  obtaining new financing from other lenders or funds from
          a stock  offering.  There can be no  assurance  that  approval  of the
          Federal Reserve Bank (see note 5 (Certain  Regulatory  Matters)) could
          be obtained for restructuring the note or obtaining other financing to
          pay off the  note.  Further,  there can be no  assurance  that a stock
          offering by the Company  would be successful or that new lenders would
          provide funds to the Company.

4.        Contingencies
          -------------

          During the course of business,  the Company makes various  commitments
          and incurs certain  contingent  liabilities  that are not presented in
          the  accompanying   balance  sheet.  The  commitments  and  contingent
          liabilities  may include  various  guarantees,  commitments  to extend
          credit,  standby letters of credit, and litigation.  In the opinion of
          management,  no material  adverse  effect on the  financial  position,
          liquidity or operating  results of the Company and its  subsidiary  is
          anticipated as a result of these items.


5.        Certain Regulatory Matters
          --------------------------

          As a  result  of  certain  findings  in the  Tennessee  Department  of
          Financial  Institution's Report of Examination dated June 4, 2001, the
          Board  of  Directors  of  the  Bank  entered  into  a  Memorandum   of
          Understanding  (the  "Memorandum"),  dated August 16,  2001,  with the
          Commissioner of the Tennessee Department of Financial Institutions and
          the Memphis

                                       10

<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                  Nine Months Ended September 30, 2002 and 2001

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


          Regional  Director of the Federal  Deposit  Insurance  Corporation.  A
          Memorandum of  Understanding  is an informal  administrative  tool for
          institutions that have some weaknesses that, if not properly addressed
          and corrected,  could lead to  supervisory  concern  requiring  formal
          administrative  action.  The areas  addressed in the Memorandum  cover
          capital  adequacy,  laws and  regulations,  data processing  audit and
          review, investment policy maturity strategies,  adequate documentation
          of each of the  foregoing but primarily  credit  administration.  As a
          result,  the Board has  reviewed a number of the Bank's  policies  and
          procedures   including   its   loan   policy   and  has   incorporated
          recommendations  designed to strengthen  credit quality and the Bank's
          review procedures regarding loan loss reserve adequacy.  Management of
          the  Company and the Bank  believe  that while the Bank is not in full
          compliance  with the provisions of the  Memorandum,  they believe that
          the  Bank is in  substantial  compliance  with the  provisions  of the
          Memorandum.

          An off-site  review of the Company,  dated  September 17, 2002, by the
          Federal  Reserve Bank of Atlanta  resulted in the Company  agreeing to
          adopt a Board of  Directors  resolution  which,  among  other  things,
          prohibits the Company from incurring  additional debt or restructuring
          existing  indebtedness,  reducing  capital by  acquisition of Treasury
          shares, or paying dividends to shareholders without the prior approval
          of the Federal Reserve Bank.








                                       11

<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY
                              FINANCIAL HIGHLIGHTS
                  As of And For The Three And Nine Months Ended
                           September 30, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                   Three Months Ended               Nine Months Ended
                                                     September 30,                    September 30,
                                             ------------------------------  -------------------------------
<S>                                         <C>              <C>              <C>              <C>

                                                  2002              2001             2002            2001
                                                  ----              ----             ----            ----

Net income                                  $   247,140      $   241,769      $   289,942      $  522,050
Per common share data:

  Net income per weighted
    average common share                    $      0.46      $      0.40      $      0.54      $     0.97

  Book value                                $     12.60      $     11.44      $     12.60      $    11.44

Ratios:
  Return on average assets                         0.89%            0.74%            0.34%           0.59%

  Return on average common equity                 15.03%           14.34%            5.98%          12.12%

  Net interest margin (taxable equivalent
    basis)                                         4.83%            3.97%            4.88%           3.86%

  Expense ratio                                    3.28%            2.76%            3.43%           2.73%

  Allowance for losses on loans / loans            1.51%            1.25%            1.51%           1.25%

  Non-performing loans / loans                     2.83%            2.20%            2.83%           2.20%

  Non-performing assets / loans and
  foreclosed properties                            3.85%            3.54%            3.85%           3.54%

  Shareholders' equity / total assets              6.10%            5.38%            6.10%           5.38%

  Leverage ratio (tangible capital /
    tangible average assets)                       5.63%            5.08%            5.56%           4.99%




                                       12

</TABLE>



<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

As Of and for the  Three  and Nine  Months  Ended  September  30,  2002 and 2001
--------------------------------------------------------------------------------

The  following  provides a narrative  discussion  and  analysis  of  significant
changes in the  results of  operations  and  financial  condition  of  Volunteer
Bancorp,  Inc. (the  "Company").  This discussion  should be read in conjunction
with the consolidated  financial  statements and related financial  analysis set
forth in the Company's 2001 Annual Report,  the interim  unaudited  consolidated
financial  statements  and notes  for the three  months  and nine  months  ended
September 30, 2002,  included elsewhere herein,  and the supplemental  financial
data included herein.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION

This discussion contains certain  forward-looking  statements (as defined in the
Private Securities  Litigation Reform Act of 1995). Such statements are based on
management's   expectations  as  well  as  certain   assumptions  made  by,  and
information  available to, management.  Specifically,  this discussion  contains
forward-looking statements with respect to the following items:

          -    effects of projected changes in interest rates,

          -    effects of changes in the securities markets,

          -    effects of changes in general economic conditions,

          -    the adequacy of the  allowance  for losses on loans and the level
               of future provisions for losses on loans, and

          -    business   plans   for  the  year  2002  and   beyond   including
               underwriting criteria.

When used in this  discussion,  the  words  "anticipate,"  "project,"  "expect,"
"believe,"   "should"   and  similar   expressions   are  intended  to  identify
forward-looking statements.

These  forward-looking  statements  involve  significant risks and uncertainties
including changes in general economic and financial market  conditions,  changes
in banking  laws and  regulations,  and the  Company's  ability  to execute  its
business plans. Although the Company believes that the expectations reflected in
the  forward-looking  statements  are  reasonable,  actual  results could differ
materially.

SUMMARY

The Company  reported net income for the third quarter of $247,140, or $0.46 per
common  share,  compared to income of  $214,769,  or $0.40 for the same period a
year ago. Our returns on average  assets and average  common  equity were  0.89%
and 15.03%,  respectively,  for the quarter compared to 0.74% and 14.34% for the
same period last year.


                                       13

<PAGE>
FINANCIAL CONDITION

Earning  Assets.
Average  earning  assets for the nine months  ended  September  30, 2002 totaled
$104,737,000  which  represents  93.82% of average total assets.  Earning assets
totaled  $102,185,000 at September 30, 2002. Average earning assets for the nine
months ended September 30, 2001 totaled  $109,838,000,  which represented 92.73%
of average total assets.  Earning assets totaled  $104,876,000  at September 30,
2001.

Loan Portfolio.
The Company's  average  loans for the nine months ended  September 30, 2002 were
$70,726,000 and for the nine months ended  September 30, 2001 were  $75,263,000.
The  Company's  average  loans for the  quarter  ended  September  30, 2002 were
$69,074,000  and were  $76,100,000 for the quarter ended September 30, 2001. The
balance in total loans at September  30, 2002 was  $68,330,000  and at September
30, 2001 was $74,999,000.

Investment  Portfolio.
The Company's investment  securities portfolio averaged $29,541,000 for the nine
months  ended  September  30, 2002 and  $28,548,000  for the nine  months  ended
September  30, 2001.  The Company's  investment  securities  portfolio  averaged
$30,187,000  for the quarter ended  September 30, 2002 and averaged  $26,271,000
for the quarter ended September 30, 2001. The portfolio  totaled  $29,990,000 at
September 30, 2002 and $26,214,000 at September 30, 2001.

The Company maintains an investment  strategy of seeking portfolio yields within
acceptable risk levels,  as well as providing  liquidity.  The Company maintains
two classifications of investment securities:  "Available for Sale" and "Held to
Maturity."  The Available for Sale  securities are carried at fair market value,
whereas  the Held to  Maturity  securities  are carried at  amortized  cost.  At
September  30, 2002 there was a net  unrealized  gain in the  Available for Sale
securities  of  $661,000  and there was a net  unrealized  gain of  $198,000  at
September 30, 2001.

Deposits.
The  Company's  average  deposits  were  $103,815,000  for the nine months ended
September  30, 2002.  This included  average  non-interest  bearing  deposits of
$12,235,000,  average  certificates of deposit of  $64,271,000,  average savings
deposits of $7,136,000  and average  interest  bearing  transaction  accounts of
$20,173,000.

The Company's average deposits for the nine months ended September 30, 2001 were
$107,981,000.   This  included   average   non-interest   bearing   deposits  of
$111,244,000,  average  certificates of deposit of $68,877,000,  average savings
deposits of $5,136,000  and average  interest  bearing  transaction  accounts of
$22,724,000.

Deposits at September 30, 2002 totaled  $100,851,000 and totaled $104,147,000 at
September 30, 2001.

Securities Sold Under Repurchase Agreements.
The Company's average balance of securities sold under repurchase agreements for
the nine months  ended  September  30, 2002 was  $1,307,000  and the average was
$982,000 for the nine months ended  September  30, 2001.  The total  outstanding
under  these  agreements  at  September  30, 2002 was  $1,462,000  and the total
outstanding at September 30, 2001 was $1,023,000.

Note Payable.
The Company's  long-term debt consists of a single note payable in the amount of
$1,810,000  due an  unaffiliated  national  bank.  The interest rate on the note
adjusts quarterly and is equal to the three-months London Interbank Offered Rate
(Three  Month  LIBOR)  plus 1.95% per annum or at the option of the  Company the
rate on the note is equal to the  lender's  index rate as such rate changes from
time to time.  The Company  may change  interest  rate  options at any time with
prior notice to the lender. Interest is payable quarterly. At September 30, 2002
the rate on the note was  3.7625%  per  annum.  Principal  is  payable  annually
commencing January 31, 1996 and each January 31 thereafter. Interest expense for
the nine months ended September 30, 2002 totaled $54,000. The loan is secured by
all of the stock of Citizens Bank of East  Tennessee  owned by the Company.  The
Company is in violation of certain loan  covenants  with respect to this loan in
that annualized earnings to tangible assets are less than required and the ratio
of  nonperforming  assets is greater than 2.5%.  These  violations have not been
waived by the lender.

Because of these  violations,  the lender may,  at its option,  by notice to the
Company declare the note in default. In such an event the Company would have ten
days to remedy  compliance  with all loan  covenants.  If the Company did not or
could not comply  with all loan  covenants  within  such ten day period the note
would be in default.  In such a case the lender may declare the note immediately
due and payable and among other  things  proceed to  foreclose  upon 100% of the
stock of Citizens  Bank of East  Tennessee  which is pledged as security for the
note.

                                       14

<PAGE>

The lender has been notified by the Company of its  non-compliance  with certain
covenants  of the note  that  could  lead to the  lender  declaring  the note in
default.  However, the lender has not notified the Company that it is in default
under the terms of the loan agreement.

The  Company  has had no  substantive  discussions  with the  lender  since  its
notification to the lender of the Company's violation of certain loan covenants.
However  the  Company  remains in  non-compliance  with  these  loan  covenants.
Accordingly,  should  the lender  notify the  Company  and  declare  the loan in
default the lender could call the note or require that the note be  restructured
resulting in, among other things,  increasing  the interest rate on the note and
substantially  reducing  the final  maturity  date on the note.  In such a case,
there can be no assurance that the Company could satisfy the  restructured  debt
without  obtaining  new  financing  from  other  lenders  or funds  from a stock
offering.  There can be no assurance  that approval of the Federal  Reserve Bank
(see note 5 (Certain  Regulatory  Matters)) could be obtained for  restructuring
the note or obtaining other financing to pay off the note. Further, there can be
no assurance  that a stock  offering by the Company  would be successful or that
new lenders would provide funds to the Company.

Capital Resources.
Shareholder's  equity totaled $6,792,000 as of September 30, 2002. This included
$5,000 of common stock, $1,917,000 of additional paid-in capital,  $4,460,000 of
retained  earnings and accumulated other  comprehensive  income consisting of an
unrealized  gain on Securities  Available for Sale,  net of deferred  taxes,  of
$410,000.

BALANCE SHEET MANAGEMENT

Liquidity  Management.
Liquidity  is the  ability  of a company  to convert  assets  into cash  without
significant  loss  and to  raise  funds  by  increasing  liabilities.  Liquidity
management involves having the ability to meet day-to-day cash flow requirements
of its  customers,  whether  they are  depositors  wishing to withdraw  funds or
borrowers requiring funds to meet their credit needs.

The  primary  function  of  asset/liability  management  is not  only to  assure
adequate  liquidity  in order for the Company to meet the needs of its  customer
base, but to maintain an appropriate balance between  interest-sensitive  assets
and interest-sensitive liabilities so that the Company can profitably deploy its
assets.  Both assets and liabilities are considered sources of liquidity funding
and both are, therefore, monitored on a daily basis.

The asset  portion of the balance sheet  provides  liquidity  primarily  through
investments in federal funds and maturities of investment securities. Additional
sources of  liquidity  are loan  repayments  and possible  prepayments  from the
mortgage backed  securities in the investment  portfolio.  At September 30, 2002
and 2001,  the  Company  had  investments  in federal  funds of  $4,900,000  and
$4,600,000, respectively.

The liability  portion of the balance sheet provides  liquidity  through various
interest bearing and non-interest  bearing deposit accounts.  Additional sources
of liquidity are Federal Home Loan Bank Advances,  federal funds purchased,  and
securities sold under repurchase  agreements.  The Company has an agreement with
the Federal  Home Loan Bank  whereby  the Company may  borrower up to an amount,
$6,000,000 at September 30, 2002, established by the Federal Home Loan Bank. The
Company  is  required  to  maintain  eligible  collateral,  consisting  of first
mortgages on one-to-four residential properties, representing 150 percent of the
current outstanding balance of all advances.  There were no advances outstanding
at  September  30,  2002 and 2001.  At  September  30,  2002,  the  Company  had
$2,500,000  of federal funds  purchase  lines  available at three  correspondent
banks. There were no federal funds purchased at September 30, 2002 and 2001. The
Company  has  agreements  with  customers,   who  must  meet  certain   criteria
established  by the Company,  whereby the Company sells the customer  investment
securities  under  agreements  to  repurchase  the  securities.  The  securities
underlying  the  agreements  are  maintained  under the Company's  control.  The
outstanding  balance under these  agreements  was  $1,462,000  and $1,023,000 at
September 30, 2002 and 2001, respectively.

Additional capital funds or long-term debt are anticipated to be necessary
during the next twelve to eighteen months. There is no assurance that additional
capital funds or other long-term debt can be obtained under current market
condition. The additional funds required approximate $1,810,000 or the amount
necessary to replace the Company's current note payable. If the Company is able
to obtain new debt funding the Company anticipates that the terms would be less
favorable than exist under the Company's current note payable.

                                       15


<PAGE>

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
2001

Net  Interest  Income.
Net interest  income is the  principal  component  of a financial  institution's
income  stream  and  represents  the  spread  between  interest  and fee  income
generated  from  earning  assets and the interest  expense  incurred on interest
bearing deposits and other borrowed funds. The following  discussion is based on
a fully taxable equivalent basis.

Net  interest  income for the nine  months  ended  September  30,  2002  totaled
$3,564,000.  This was a result of interest  income of  $5,474,000  and  interest
expense of  $1,910,000.  Interest  and fee income on loans  totaled  $4,377,000,
interest income on the investment  portfolio  totaled  $1,044,000,  and interest
income  on  federal  funds  sold  totaled  $53,000.  Interest  expense  included
$1,538,000 on certificates of deposit,  $194,000 on interest bearing transaction
accounts,  $88,000  on  savings  accounts,  $36,000  on  securities  sold  under
repurchase agreements, $54,000 on the note payable.

Net  interest  income for the nine  months  ended  September  30,  2001  totaled
$3,135,000.  This was a result of interest  income of  $6,966,000  and  interest
expense of  $3,831,000.  Interest  and fee income on loans  totaled  $5,471,000,
interest income on the investment  portfolio  totaled  $1,293,000,  and interest
income on  federal  funds  sold  totaled  $202,000.  Interest  expense  included
$2,994,000 on certificates of deposit,  $568,000 on interest bearing transaction
accounts,  $106,000  on  savings  accounts,  $41,000  on  securities  sold under
repurchase  agreements,  $6,000 on Federal Home Loan Bank advances, and $116,000
on the note payable.

Net  interest  income for the three  months  ended  September  30, 2002  totaled
$1,207,000.  This was a result of interest  income of  $1,770,000  and  interest
expense  of  $563,000.  Interest  and fee  income on loans  totaled  $1,400,000,
interest  income on the  investment  portfolio  totaled  $355,000,  and interest
income on federal funds sold totaled $15,000. Interest expense included $442,000
on certificates of deposit,  $62,000 on interest bearing  transaction  accounts,
$30,000  on  savings  accounts,  $12,000 on  securities  sold  under  repurchase
agreements, and $17,000 on the note payable.

Net  interest  income for the three  months  ended  September  30, 2001  totaled
$1,054,000.  This was a result of interest  income of  $2,219,000  and  interest
expense of  $1,165,000.  Interest  and fee income on loans  totaled  $1,783,000,
interest  income on the  investment  portfolio  totaled  $391,000,  and interest
income on federal funds sold totaled $45,000. Interest expense included $952,000
on certificates of deposit,  $125,000 on interest bearing transaction  accounts,
$34,000  on  savings  accounts,  $12,000 on  securities  sold  under  repurchase
agreements,  $6,000 on Federal Home Loan Bank advances,  and $36,000 on the note
payable.

The trend in net interest income is commonly evaluated in terms of average rates
using the net  interest  margin and the interest  rate spread.  The net interest
margin,  or the net yield on earning  assets,  is  computed  by  dividing  fully
taxable  equivalent net interest income by average  earning  assets.  This ratio
represents  the difference  between the average yield on overage  earning assets
and the  average  rate  incurred  for all funds  used to support  those  earning
assets.

The net interest  margin for the nine months ended September 30, 2002 was 4.88%.
The net cost of funds,  defined as interest  expense  divided by average earning
assets was 2.43% and the yield on earning  assets was 7.31% for the nine  months
ended  September  30, 2002.  The net  interest  margin for the nine months ended
September  30, 2001 was 3.86%.  The net cost of funds for the nine months  ended
September  30,  2001 was 4.65% and the yield on earning  assets  was 8.51%.  The
decrease in interest  rates  during the first nine months of 2002 had a positive
impact on the Company's net interest  margin.  It is anticipated that the impact
will lessen as rate sensitive assets re-price at lower rates.

The net interest margin for the three months ended September 30, 2002 was 4.83%.
The net cost of funds,  defined as interest  expense  divided by average earning
assets was 2.19% and the yield on earning  assets was 7.02% for the three months
ended  September  30, 2002.  The net interest  margin for the three months ended
September  30, 2001 was 3.97%.  The net cost of funds for the three months ended
September 30, 2001 was 4.33% and the yield on earning assets was 8.30%.

                                       16

<PAGE>

The interest rate spread  measures the  difference  between the average yield on
earning  assets and the average  rate  incurred on interest  bearing  sources of
funds.  The interest rate spread  eliminates the impact of non-interest  bearing
funds and gives a direct  perspective  on the  effect  of market  interest  rate
movements.  During recent years, the net interest rate margins and interest rate
spreads have been under intense pressure to maintain  historical  levels, due in
part to tax laws that discourage investment in tax-exempt securities and intense
competition for funds with non-bank institutions.  The  interest rate spread for
the nine months ended September 30, 2002 was 4.62% and it was 3.41% for the nine
months ended  September 30, 2001.  The interest rate spread for the three months
ended  September  30, 2002 was 4.58% and it was 3.61% for the three months ended
September 30, 2001.

Allowance for Possible Loan Losses.
Lending  officers are responsible for the ongoing review and  administration  of
each loan.  They make the  initial  identification  of loans that  present  some
difficulty in collection or where there is an indication that the probability of
loss exists.  Lending  officers are responsible  for the collection  effort on a
delinquent loan.  Senior  management is informed of the status of delinquent and
problem loans on a weekly basis.

Senior management makes recommendations  monthly to the board of directors as to
charge-offs. Senior management reviews the allowance for possible loan losses on
a monthly basis.  The Company's  policy is to discontinue  interest accrual when
payment of principal and interest is 90 days or more in arrears, unless there is
sufficient collateral to justify continued accrual.

The  allowance for possible  losses  represents  management's  assessment of the
risks  associated with extending credit and its evaluation of the quality of the
loan portfolio. Management analyzes the loan portfolio to determine the adequacy
of the  allowance  for  possible  loan  losses  and the  appropriate  provisions
required to maintain a level  considered  adequate  to absorb  anticipated  loan
losses.  The provision for possible loan losses was $50,000 for the three months
ended September 30, 2002. In assessing the adequacy of the allowance, management
reviews the size,  quality and risk of loans in the portfolio.  Management  also
considers  such  factors  as loan loss  experience,  the  amount of past due and
non-performing   loans,   specific   known  risk,   the  status  and  amount  of
non-performing assets,  underlying collateral values securing loans, current and
anticipated economic conditions and other factors which affect the allowance for
possible loan losses.

While it is the Company's  policy to charge off in the current  period the loans
in which a loss is considered  probable,  there are  additional  risks of future
losses that cannot be quantified  precisely or attributed to particular loans or
classes  of  loans.  Because  these  risks  include  the  state of the  economy,
management's  judgement  as to the  adequacy  of the  allowance  is  necessarily
approximate and imprecise.

The  allowance  for loan  losses at  September  30,  2002 was 1.51% of loans and
approximately  39%  of  non-performing  assets.  Management  believes  that  the
$1,035,000  at September  30, 2002 in the  allowance for possible loan losses is
adequate to absorb  known risks in the  portfolio.  No  assurance  can be given,
however, that adverse economic circumstances will not result in increased losses
in the loan portfolio,  and require greater  provisions for possible loan losses
in the future.

Non-Performing  Assets.
Non-performing  assets include  non-performing  loans and foreclosed real estate
held for sale.  Non-performing loans include loans classified as non-accrual and
loans  past due more than 90 days and still  accruing  interest.  Non-performing
assets at September 30, 2002 were  $2,662,000,  or 3.85% of loans and foreclosed
properties. Non-performing assets at September 30, 2002 consisted of non-accrual
loans of  $812,000,  loans  past  due 90 days and  still  accruing  interest  of
$1,121,000  and  foreclosed  real estate of $729,000.  Non-performing  assets at
September 30, 2001 were  $2,689,000,  or 3.54% of loans and  foreclosed  assets.
Non-performing  assets at September 30, 2001 consisted of  non-accrual  loans of
$476,000  loans past due 90 days and still  accruing  interest of $1,171,000 and
foreclosed real estate of $1,042,000.  The majority of non-performing  assets is
primarily  attributable to commercial  real estate and real estate  construction
loans in which management does not anticipate incurring material losses.  Senior
management  has  strengthened   the   underwriting   criteria  for  real  estate
construction  and  commercial  real estate lending in order to decrease the risk
associated with these types of loans.

                                       17

<PAGE>

Non-Interest  Income.
Non-interest  income  consists  of  revenues  generated  from a broad  range  of
financial  services and activities  including  fee-based services and securities
gains and losses.  Total  non-interest  income was  $336,000 for the nine months
ended September 30, 2002. This included $171,000 from service charges on deposit
accounts,  $85,000 from other  service  charges and fees,  $39,000 of securities
gains, and $41,000 of other non-interest income.


Total  non-interest  income for the nine  months  ended  September  30, 2001 was
$262,000.  This  included  $130,000  from service  charges on deposit  accounts,
$79,000 from other service charges and fees,  $12,000 of securities  gains,  and
$41,000 of other non-interest income.

Total non-interest  income was $130,000 for the three months ended September 30,
2002. This included  $77,000 from service charges on deposit  accounts,  $29,000
from other service charges and fees, and $24,000 of other non- interest income.

Total  non-interest  income for the three  months ended  September  30, 2001 was
$87,000. This included $36,000 from service charges on deposit accounts, $26,000
from other service charges and fees,  $2,000 of securities gains, and $23,000 of
other non-interest income.

The increase in total non-interest  income is mainly attributable to an increase
in service charges on deposit accounts.

Non-Interest  Expense.
Non-interest   expense  for  the  nine  months  ended  September  30,  2002  was
$2,900,000.  This  consisted of  $1,379,000  of salaries and employee  benefits,
$211,000 of occupancy expenses, $300,000 of furniture and equipment expense, and
$1,010,000 of other non-interest  expenses.  Other non-interest expenses include
advertising, supplies and printing, telephone, postage, and legal and accounting
fees.

Non-interest   expense  for  the  nine  months  ended  September  30,  2001  was
$2,422,000.  This  consisted of  $1,311,000  of salaries and employee  benefits,
$214,000 of occupancy expenses, $271,000 of furniture and equipment expense, and
$626,000 of other non-interest  expenses.  Other  non-interest  expenses include
advertising, supplies and printing, telephone, postage, and legal and accounting
fees.

Non-interest expense for the three months ended September 30, 2002 was $915,000.
This  consisted  of $469,000  of  salaries  and  employee  benefits,  $62,000 of
occupancy expenses, $105,000 of furniture and equipment expense, and $279,000 of
other non-interest expenses.

Non-interest expense for the three months ended September 30, 2001 was $803,000.
This  consisted  of $436,000  of  salaries  and  employee  benefits,  $65,000 of
occupancy expenses, $104,000 of furniture and equipment expense, and $198,000 of
other non-interest expenses.

The  increase in total  non-interest  expense is primarily  associated  with the
write down in the carrying value of other real estate owned of $222,000.

Income Taxes.
For the nine months ended  September 30, 2002, the Company  incurred  income tax
expense of $116,000.  For the nine months ended  September 30, 2001, the Company
incurred income tax expense of $294,000. Approximately $170,000 of income earned
for the nine months  ended  September  30, 2002 is exempt  from  federal  income
taxes.  Approximately  $88,000 of the income earned during the nine months ended
September 30, 2001 is exempt from federal income taxes.

For the three months ended  September 30, 2002, the Company  incurred income tax
expense of $125,000.  For the three months ended September 30, 2001, the Company
incurred income tax expense of $123,000.  Approximately $69,000 of income earned
for the three months  ended  September  30, 2002 is exempt from  federal  income
taxes.  Approximately $30,000 of the income earned during the three months ended
September 30, 2001 is exempt from federal income taxes.

                                       18


<PAGE>

RETURN ON ASSETS AND EQUITY

Return on assets (annualized net income divided by average total assets) for the
nine months ended  September  30, 2002 was 0.34%.  Return on assets for the nine
months ended September 30, 2001 was 0.59%. Return on assets for the three months
ended  September  30, 2002 was 0.89% and it was 0.74% for the three months ended
September 30, 2001.

Return on equity  (annualized net income divided by average equity) for the nine
months ended  September 30, 2002 was 5.98% and it was 12.12% for the nine months
ended September 30, 2001.  Return on equity for the three months ended September
30, 2002 was 15.03% and it was 14.34% for the three months ended  September  30,
2001.

Equity to assets  (average equity divided by average total assets) was 6.10% for
the nine months  ended  September  30, 2002 and it was 5.38% for the nine months
ended September 30, 2001.  Equity to assets for the three months ended September
30, 2002 was 6.10% and it was 5.38% for the three  months  ended  September  30,
2001.

The dividend  payout ratio  (dividends  declared  divided by net income) for the
nine months ended  September 30, 2002 was 18.59%.  The dividend payout ratio for
the nine months ended September 30, 2001 was 14.45%.  No dividends were declared
during the three months ended September 30, 2002 and 2001 and,  accordingly,  no
dividend payout ratio is presented for those quarters.

EFFECTS OF INFLATION AND CHANGING PRICES

Inflation  generally  increases the cost of funds and operating  overhead and to
the  extent  loans and other  assets  bear  variable  rates,  the yields on such
assets.  Unlike  most  industrial  companies,   virtually  all  the  assets  and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest rates generally have a more significant  impact on the performance of a
financial institution than the effects of general levels of inflation.  Although
interest  rates do not  necessarily  move in the same  direction  or to the same
extent as the prices of goods and  services,  increases in  inflation  generally
have  resulted in  increased  interest  rates.  In addition,  inflation  affects
financial  institutions'  cost of  goods  and  services  purchased,  the cost of
salaries and  benefits,  occupancy  expenses and similar  items.  Inflation  and
related  increases  in interest  rates  generally  decrease  the market value of
investments  and loans held and may  adversely  affect  liquidity,  earnings and
stockholders'  equity.  Mortgage  originations  and refinancing  tend to slow as
interest  rates  increase  and can  reduce  the  Company's  earnings  from  such
activities  and the income from the sale of  residential  mortgage  loans on the
secondary market.

Item 3.    Controls and Procedures

     (a)  Evaluation  of  Disclosure  Controls  and  Procedures.  The  Company's
President and its Vice President and Cashier have evaluated the effectiveness of
the design and operation of the Company's disclosure controls and procedures (as
defined  in  Exchange  Act Rule  13a-14(c))  as of a date  within 90 days of the
filing date of this quarterly  report.  Based on that evaluation,  the President
and the Vice President and Cashier have concluded that the Company's  disclosure
controls  and  procedures  are  effective  to ensure that  material  information
relating to the  Company and the  Company's  consolidated  subsidiaries  is made
known to such officers by others within these entities,  particularly during the
period this quarterly  report was prepared,  in order to allow timely  decisions
regarding required disclosure.

     (b)  Changes in  Internal  Controls.  There  have not been any  significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect these controls subsequent to the date of their evaluation.

                                       19


<PAGE>


                          PART II -- OTHER INFORMATION



Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         None

Item 3.  Defaults upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              Exhibit 23.1      Consent of Welch & Associates

              Exhibit 99.1      Certification Pursuant to 18 U.S.C.Section 1350,
                                as  Adopted  Pursuant  to  Section  906  of  the
                                Sarbanes-Oxley   Act  of  2002,  signed  by Reed
                                D. Matney, the President of  Volunteer  Bancorp,
                                Inc. on November 14, 2002.

              Exhibit 99.2      Certification Pursuant to 18 U.S.C.Section 1350,
                                as  Adopted  Pursuant  to  Section  906  of  the
                                Sarbanes-Oxley  Act  of  2002,  signed  by  Greg
                                Oliver, Vice President and Cashier of  Volunteer
                                Bancorp, Inc. on November 14, 2002.


          (b)  There have been no Current  Reports on Form 8-K filed  during the
               quarter ended September 30, 2002.


                                       20


<PAGE>





                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         VOLUNTEER BANCORP, INC.
                                         (Registrant)


Date: November 14, 2002                  /s/ Reed D. Matney
                                         ---------------------------------------
                                         Reed D. Matney, President



Date: November 14, 2002                 /s/ Greg Oliver
                                        ----------------------------------------
                                         Greg Oliver, Vice President and Cashier




                                       21


<PAGE>


                           CERTIFICATION OF PRESIDENT
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Reed D. Matney, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Volunteer  Bancorp,
     Inc. ("Volunteer");

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     amterial respects the financial  condition,  results of operations and cash
     flows of Volunteer as of, and for, the periods  presented in this quarterly
     report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: November 14, 2002                           /s/ Reed D. Matney
                                                  ------------------------------
                                                  Reed D. Matney
                                                  President


                                       22
<PAGE>

                   Certification of Vice President and Cashier
                         Pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002

I, Greg Oliver, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Volunteer  Bancorp,
     Inc. ("Volunteer");

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of Volunteer as of, and for, the periods  presented in this quarterly
     report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certfying  officer and I have  indicated  in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date:  November 14, 2002                          /s/ Greg Oliver
                                                  ------------------------------
                                                  Greg Oliver
                                                  Vice President and Cashier

                                       23

<PAGE>




                                                                    Exhibit 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public  accountants,  we hereby consent to the use of our report,
dated November 7, 2002, included in this Quarterly Report on form 10-QSB for the
Quarter Ended September 30, 2002.




/s/ Welch & Associates, Ltd.

Welch & Associates, Ltd.
Nashville, Tennessee
November 7, 2002




<PAGE>



                                                                    Exhibit 99.1

                                  CERTIFICATION

                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


     Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
the  Sarbanes-Oxley  Act of 2002, and in connection with the quarterly report on
Form 10-QSB of Volunteer  Bancorp,  Inc. (the  "Company")  for the quarter ended
June 30, 2002, as filed with the Securities and Exchange  Commission on the date
hereof (the "Report"),  the  undersigned,  Reed D. Matney,  the President of the
Company,   hereby  certifies  that  (1)  the  Report  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
and (2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

     This Certification is signed on November 14, 2002.





                                 /s/ Reed D. Matney
                                 -----------------------------------------------
                                 Reed D. Matney
                                 President





<PAGE>


                                                                    Exhibit 99.2

                                  CERTIFICATION

                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


     Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
the  Sarbanes-Oxley  Act of 2002, and in connection with the quarterly report on
Form 10-QSB of Volunteer  Bancorp,  Inc. (the  "Company")  for the quarter ended
June 30, 2002, as filed with the Securities and Exchange  Commission on the date
hereof (the  "Report"),  the  undersigned,  Greg Oliver,  the Vice President and
Cashier of the Company, hereby certifies that (1) the Report fully complies with
the  requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of
1934, and (2) the information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

     This Certification is signed on November 14, 2002.




                                 /s/ Greg Oliver
                                ------------------------------------------------
                                 Greg Oliver
                                 Vice President and Cashier