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 March 31, 2003

[ ]               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 May 9, 2003.

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


                             VOLUNTEER BANCORP, INC.

                                      INDEX

                                                                        Page No.
Item 1.  FINANCIAL STATEMENTS

         Condensed Consolidated Balance Sheets March
         31, 2003 and 2002 (Unaudited)                                        3

         Condensed Consolidated Statements of Earnings
         For The Three Months Ended March 31, 2003
         and 2002  (Unaudited)                                                4

         Condensed Consolidated Statements of Cash Flows
         For The Three Months Ended March 31, 2003 and
         2002 (Unaudited)                                                     5

         Condensed Consolidated Statements of Comprehensive
         Income For the Three Months Ended March 31, 2003
         and 2002 (Unaudited)                                                 6

         Notes to Unaudited Condensed Consolidated Financial
         Statements Three Months Ended March 31, 2003 and 2002                8

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                       12

Item 3.  Controls and Procedures                                             20

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 March 31, 2003 and 2002, and the
related condensed  consolidated  statements of earnings,  condensed consolidated
statements of cash flows, and condensed consolidated statements of comprehensive
income for the three  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
April 17, 2003





                                       2
<PAGE>

                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

                      Condensed Consolidated Balance Sheets

                             March 31, 2003 and 2002

                   (Unaudited- See Accountants' Review Report)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                 ASSETS                                                                      2003                 2002
                 ------                                                                  -----------          -----------
<S>                                                                             <C>                  <C>
Cash and due from banks                                                         $          3,971,679 $          2,932,724
Federal fund sold                                                                          4,325,000            5,850,000
                                                                                -------------------- --------------------
  Total cash and cash equivalents                                                          8,296,679            8,782,724
Investment securities available for sale (amortized cost of
  $27,322,624 and $28,038,407, respectively)                                              27,717,705           27,737,118
Investment securities held to maturity (estimated market
  value of $954,833 and $617,255)                                                            941,428              622,683
Loans, less allowances for loan losses of $1,088,528 and
  $915,601, respectively                                                                  68,756,048           69,732,825
Accrued interest receivable                                                                  831,477              890,562
Premises and equipment, net                                                                3,761,385            3,815,994
Deferred income taxes                                                                         79,047              223,518
Other real estate                                                                          1,156,485            1,177,589
Cash value of life insurance                                                               2,009,159                    -
Goodwill                                                                                     131,259              131,259
Other assets                                                                                 223,620              280,714
                                                                                -------------------- --------------------


Total assets                                                                    $        113,904,292 $        113,394,986
                                                                                ==================== ====================

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

Deposits:
  Non-interest bearing                                                          $         13,381,870 $         12,023,699
  Interest bearing                                                                        89,676,886           91,517,672
                                                                                -------------------- --------------------
      Total deposits                                                                     103,058,756          103,541,371
Note payable (note 3)                                                                      1,415,000            1,810,000
Interest payable                                                                             383,830              574,066
Securities sold under repurchase agreements                                                1,990,690            1,210,822
Other accrued taxes, expenses and liabilities                                                170,452              200,164
                                                                                -------------------- --------------------
  Total liabilities                                                                      107,018,728          107,336,423
                                                                                -------------------- --------------------

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                                                                          4,718,724            4,323,472
Accumulated other comprehensive income                                                       244,950             (186,799)
                                                                                -------------------- --------------------
  Total stockholders' equity                                                               6,885,564            6,058,563
                                                                                -------------------- --------------------

   Total liabilities and stockholders' equity                                   $        113,904,292 $        113,394,986
                                                                                ==================== ====================
</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 Months Ended March 31, 2003 and 2002

--------------------------------------------------------------------------------
                  (Unaudited - See Accountants' Review Report)
<TABLE>
<CAPTION>

                                                                                              2003                 2002
                                                                                          ----------           ----------
<S>                                                                             <C>                  <C>
Interest Income:
     Interest and fees on loans                                                 $          1,241,197 $          1,485,562
     Interest on federal funds                                                                11,659               22,102
     Interest on investment securities:
          Taxable                                                                            232,550              278,311
          Exempt from Federal income taxes                                                    71,585               43,537
                                                                                -------------------- --------------------

    Total interest income                                                                  1,556,991            1,829,512
                                                                                -------------------- --------------------

Interest Expense:
     Interest on deposits                                                                    444,243              690,024
     Other borrowed funds                                                                     25,779               31,594
                                                                                -------------------- --------------------

              Total interest expense                                                         470,022              721,618
                                                                                -------------------- --------------------

Net interest income                                                                        1,086,969            1,107,894
Provision for possible loan losses                                                           100,000               90,000
                                                                                -------------------- --------------------
Net interest income after provision for possible loan losses                                 986,969            1,017,894
                                                                                -------------------- --------------------

Non-interest income:
     Service charges on deposits                                                             107,447               38,985
     Other service charges and fees                                                            2,703                7,476
     Securities gains                                                                        106,466               34,242
     Other non-interest income                                                                36,368               24,775
                                                                                -------------------- --------------------
               Total non-interest income                                                     252,984              105,478
                                                                                -------------------- --------------------

Non-interest expense:
     Salaries and employee benefits                                                          504,624              439,087
     Occupancy expense                                                                        70,597               69,963
     Furniture and equipment expense                                                          96,626              101,854
     Other non-interest expense                                                              341,495              283,271
                                                                                -------------------- --------------------
                Total non-interest expense                                                 1,013,342              894,175
                                                                                -------------------- --------------------

  Income before income taxes                                                                 226,611              229,197
     Income tax expense                                                                       65,079               76,340
                                                                                -------------------- --------------------

                Net income                                                      $            161,532  $           152,857
                                                                                ==================== ====================

Income per common share                                                         $               0.30  $              0.28
                                                                                ==================== ====================

Common shares outstanding                                                                    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 Three Months Ended March 31, 2003 and 2002

                  (Unaudited - See Accountants' Review Report)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                   2003                   2002
                                                                                               ----------             ----------
<S>                                                                                 <C>                    <C>
Cash Flows from Operating Activities:
   Net income                                                                       $             161,532  $             152,857
Adjustments to reconcile net income
   to net cash provided by operating activities:
      Deferred income taxes                                                                        23,463                 (3,127)
      Provision for possible loan losses                                                          100,000                 90,000
      Provision for depreciation                                                                   48,563                 54,679
      FHLB stock dividends                                                                         (3,600)                (3,900)
      (Gain) on securities                                                                       (106,466)               (34,242)
      Decrease in interest receivable                                                             104,139                175,917
      Decrease (increase) other assets                                                            103,008                (44,711)
      Increase (decrease) in other liabilities                                                     73,050               (152,583)
                                                                                    ---------------------  ---------------------
   Net cash provided (used) by operating activities                                               503,689                234,890
                                                                                    ---------------------  ---------------------
Cash Flows from Investing Activities:
       Purchase life insurance policies                                                        (2,000,000)                     -
       Proceeds from calls and maturity of held to maturity securities                            111,563                  4,176
       Purchase of investment securities available for sale                                   (10,232,562)            (5,969,841)
       Proceeds from calls and maturity of investments available for
           sale                                                                                 4,308,838              1,000,000
      Proceeds from sale of investments available for sale                                      5,904,082              2,960,272
      Net (increase) decrease in loans                                                         (1,841,066)             2,335,331
      Capital expenditures                                                                        (21,277)                (4,315)
                                                                                    ---------------------  ---------------------
   Net cash provided (used) in investing activities                                            (3,770,422)               325,623
                                                                                    ---------------------  ---------------------
Cash Flows from Financing Activities:
      Net increase in demand deposits, NOW accounts, IRA and
        savings accounts                                                                        3,636,886              3,557,616
      Net (decrease) in certificates of deposit                                                  (535,887)            (3,925,900)
      Repayment of note payable                                                                  (395,000)              (360,000)
      Net (decrease) increase in securities sold under repurchase
    agreements                                                                                   (298,094)               101,219
      Dividends paid                                                                                    -                (53,903)
                                                                                    ---------------------  ---------------------
   Net cash (used) provided by financing activities                                             2,407,905               (680,968)
                                                                                    ---------------------  ---------------------
   (Decrease) in cash and cash equivalents                                                       (858,828)              (120,455)
Cash and cash equivalents beginning of period                                                   9,155,507              8,903,179
                                                                                    ---------------------  ---------------------
Cash and cash equivalents end of period                                             $           8,296,679  $           8,782,724
                                                                                    =====================  =====================
Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for:
      Interest                                                                      $             497,514  $           1,041,899
                                                                                    =====================  =====================
      Income taxes                                                                  $              21,454  $              31,776
                                                                                    =====================  =====================
</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 Months Ended March 31, 2003 and 2002

                  (Unaudited - See Accountants' Review Report)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                             2003                 2002
                                                                                         -----------          -----------
<S>                                                                                 <C>                   <C>


Net income                                                                          $            161,532  $           152,857
                                                                                    --------------------  -------------------

Other comprehensive income (loss), before tax:
   Unrealized (loss) on securities available for sale:
     Unrealized holding (losses) arising during the period                                       (71,292)            (311,757)
     Less: reclassification adjustment for (gains)
          included in net income                                                                (106,466)             (34,242)
                                                                                    --------------------  -------------------
   Other comprehensive (loss) income                                                            (177,758)            (345,999)
Income taxes related to other comprehensive (loss) income                                        (67,548)            (105,456)
                                                                                    --------------------  -------------------
Other comprehensive (loss), net of tax                                                          (110,210)            (240,543)
                                                                                    --------------------  -------------------
Total comprehensive (loss) income                                                   $             51,322  $           (87,686)
                                                                                    ====================  ===================
</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

                     Three Months Ended March, 2003 and 2002
--------------------------------------------------------------------------------

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)

     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   Extinguisments   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  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 adoption of the
     provisions  of this  Statement  did  have  any  material  impact  upon  the
     financial position or results of operation of the Company.





                                       7
<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                     Three Months Ended March, 2003 and 2002
--------------------------------------------------------------------------------

     SFAS  No.  147,  "Acquisitions  of  Certain  Financial  Institutions  -  an
     Amendment of SFAS No. 72 and No. 144 and FASB  Interpretation  No. 9." SFAS
     No.  72,  "Accounting  for  Certain   Acquisitions  of  Banking  or  Thrift
     Institutions,  and FASB Interpretation No. 9, "Applying APB Opinions No. 16
     and 17 When a Savings  and Loan  Association  or a Similar  Institution  is
     Acquired in a Business  Combination  Accounted for by the Purchase Method",
     provided interpretive guidance on the application of the purchase method to
     acquisitions of financial institutions. Except for transactions between two
     or  more  mutual  enterprises,   this  Statement  removes  acquisitions  of
     financial  institutions  from  the  scope  of  both  Statement  No.  72 and
     Interpretation  No. 9 and requires that those transactions be accounted for
     in accordance with SFAS Statements No. 141,  "Business  Combinations",  and
     No. 142, "Goodwill and Other Intangible  Assets".  Thus, the requirement in
     paragraph 5 of Statement No. 72 to recognize  (and  subsequently  amortize)
     any excess of the fair  value  liabilities  assumed  over the fair value of
     tangible and identifiable  intangible  assets acquired as an unidentifiable
     intangible asset no longer applies to the acquisitions  within the scope of
     this  Statement.   In  addition,   this  statement  amends  SFAS  No.  144,
     "Accounting  for the  Impairment  or Disposal  of  Long-Lived  Assets",  to
     include in its scope long-term customer-relationship intangible assets of a
     financial   institutions   such  as   depositor-and   borrower-relationship
     intangible assets and credit card holder intangible  assets.  Consequently,
     those  intangible  assets are  subject to the same  undiscounted  cash flow
     recoverability   test  and  impairment  loss  recognition  and  measurement
     provisions that Statement No. 144 requires for other long-lived assets that
     are held and used.  Paragraph  5 of this  Statement,  which  relates to the
     application  of  the  purchase  method  of  accounting,  is  effective  for
     acquisitions  for which the date of  acquisition  is on or after October 1,
     2002.  The  provisions  in  paragraph  6  related  to  accounting  for  the
     impairment   or   disposal  of  certain   long-term   customer-relationship
     intangible assets are effective on October 1, 2002.  Transition  provisions
     for previously recognized  unidentifiable intangible assets in paragraphs 8
     - 14 are effective on October 1, 2002, with earlier application  permitted.
     The  adoption of the  provisions  of this  Statement  did have any material
     impact upon the financial position or results of operation of the Company.

     SFAS No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
     Disclosure - an Amendment of SFAS No. 123". This Statement  amends SFAS No.
     123, "Accounting for Stock-Based Compensation",  to provide for alternative
     methods of transition for a voluntary change of the fair value based method
     of accounting  for  sock-based  employee  compensation.  In addition,  this
     Statement  amends  the  disclosure  requirements  of  Statement  No. 123 to
     require  prominent   disclosures  in  both  annual  and  interim  financial
     statements  about  the  method  of  accounting  for  stack-based   employee
     compensation and the effect of the method use on the reported results. This
     Statement permits tow additional transition methods for entities that adopt
     the preferable method of accounting for stock-based employee  compensation.
     Both of those methods  avoid the ramp-up  effect  arising from  prospective
     application  of the fair  value  based  method.  In  addition,  to  address
     concerns raised by some constituents about the lack of comparability caused
     by multiple transition  methods,  this Statement does not permit the use of
     the original Statement No. 123 prospective method of transition for changes
     to the fair  value  based  method  made in  fiscal  years  beginning  after
     December 15, 2003.  The adoption of the  provisions  of this  Statement did
     have any  material  impact  upon  the  financial  position  or  results  of
     operation of the Company.




                                       8
<PAGE>


                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                     Three Months Ended March, 2003 and 2002
--------------------------------------------------------------------------------

     SFAS  No.  149,   "Accounting  for  Certain   Financial   Instruments  with
     Characteristics  of Liabilities and Equity" is expected to be issued in the
     first quarter of 2003.  This Statement  establishes  standards for issuers'
     classification as liabilities in the statement of financial position of the
     following   financial   instruments  that  have   characteristics  of  both
     liabilities  and equity:  (a) Financial  instruments  that are  mandatorily
     redeemable  on a fixed or  determinable  date or upon an event  certain  to
     occur even if the instrument is in the form of equity shares. (b) Financial
     instruments  embodying,  or indexed  to, an  obligation  to  repurchase  an
     issuers'  equity  shares  that  requires  or could  require  settlement  by
     transfer  of  assets  shall  be  classified  as a  liability  (or  in  some
     circumstances as an asset). Examples include written put options or forward
     purchase  contracts that are physically  settled or net cash settled.  (C))
     Financial instruments embodying an obligation that the issuer must or could
     settle  by  issuing  a  variable  number  of its  equity  shares  shall  be
     classified as a liability if the monetary  value of the obligation is based
     solely or  predominately on (a) a fixed monetary amount known at inception,
     (b)  variations  in  something  other than the fair  value of the  issuers'
     equity shares,  or (C)) variations in the fair value of the issuers' equity
     shares,  but  in the  direction  opposite  to  those  variations.  Examples
     include,  but are not  limited  to, a payable  settleable  with a  variable
     number of issuer shares, a financial  instrument indexed to the S&P 500 and
     settleable  with a  variable  number of issuer  shares,  and a written  put
     option that could be net share  settled.  This  Statement will be effective
     for all  contracts  created or  modified  after the date the  Statement  is
     issued and otherwise effective at the beginning of the first interim period
     beginning  after  June 15,  2003.  It will be  effected  by  reporting  the
     cumulative effect of a change in accounting principle for contracts created
     before  the  issuance  date and still  existing  at the  beginning  of that
     interim period. For nonpublic  companies,  mandatory  redeemable  financial
     instruments have special  presentation  requirements and are subject to the
     provisions of this  Statement for the first fiscal period  beginning  after
     December 15, 2003.  The adoption of the provisions of this Statement is not
     anticipated  to have any  material  impact upon the  financial  position or
     results of operation of the Company.

3.   Note payable
     The  Company's  long-term  debt  consists of a single  note  payable in the
     amount  of  $1,415,000   and   $1,810,000  at  March  31.  2003  and  2002,
     respectively,  due an unaffiliated national bank.  Currently,  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 March 31. 2003 the rate on the note was 3.3% per
     annum. Principal, unless accelerated, is payable annually on January 31, as
     follows:


               January 31,                     Principal Due
               -----------                     -------------
                  2004                                    435,000
                  2005                                    470,000
          2006 (Final Maturity)                           510,000
                                           ----------------------
                                           $            1,415,000
                                           ======================


                                       9

<PAGE>

                    VOLUNTEER BANCORP, INC. AND SUBSIDIARY

         Notes to Unaudited Condensed Consolidated Financial Statements

                     Three Months Ended March, 2003 and 2002
--------------------------------------------------------------------------------

     The Company owns 100% of the stock of Citizens  Bank of East  Tennessee all
     of which has been pledged to the lender to secure the note payable.

     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 previously  notified the lender of the Company's  violation
     of the loan covenants set forth above.  The lender has not yet notified the
     Company that the loan is in default.  If notified,  the Company anticipates
     the lender to first pursue  remedies other than  foreclosure.  Accordingly,
     the Company expects that the note will 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.
     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
     (Memorandum), dated August 16, 2001, with the Commissioner of the Tennessee
     Department of Financial  Institutions and the Memphis 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 the Bank is in substantial compliance with the provisions
     of the Memorandum.

                                       10
<PAGE>



                     VOLUNTEER BANCORP, INC. AND SUBSIDIARY
                              FINANCIAL HIGHLIGHTS
                      As of And For The Three Months Ended
                            March 31, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                2003           2002
                                                            ------------   ------------
<S>                                                         <C>            <C>
Net earnings                                                $ 161,532      $  152,857
Per common share data:
    Net earnings per common share                           $    0.30      $     0.28
    Book value                                              $   12.77      $    11.24
Ratio:
  Return on average assets                                       0.58%           0.54%
    Return on average common equity                              9.42%          10.03%
    Net interest margin (taxable equivalent basis)               4.37%           4.31%
    Expense ratio                                                3.61%           3.14%
    Allowance for loan losses/loans                              1.56%           1.29%
    Non-performing loans/loans                                   3.03%           3.72%
    Non-performing assets/loans and foreclosed properties        4.61%           5.30%
    Shareholders' equity/total assets                            6.05%           5.34%
    Leverage ratio (tangible capital/tangible assets)            5.80%           5.38%

</TABLE>




                                       11

<PAGE>

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

As Of and for the Three Months Ended March 31, 2003 and 2002
------------------------------------------------------------
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 2002 Annual Report,  the interim  unaudited  consolidated
financial  statements  and notes  for the three  months  ended  March 31,  2003,
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 2003 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 first  quarter of 2003 of $161,532,  or
$0.30 per common  share,  compared to net income of  $152,857,  or $0.28 for the
same period a year ago. Our returns on average  assets and average common equity
were 0.58% and 9.42%, respectively, for the quarter compared to 0.54% and 10.03%
for the same period last year.

FINANCIAL CONDITION

Earning Assets.
Average  earning  assets  for the three  months  ended  March 31,  2003  totaled
$103,712,000  which  represents  92.35% of average total assets.  Earning assets
totaled  $103,749,000  at March 31, 2003.  Average  earning assets for the three
months ended March 31, 2002 totaled  $104,920,000,  which  represents  92.23% of
average total assets. Earning assets totaled $103,943,000 at March 31, 2002.

Loan Portfolio.
The  Company's  average  loans for the three  months  ended  March 31, 2003 were
$68,705,000 and for the three months ended March 31, 2002 were $71,626,000.  The
balance in total loans at March 31, 2003 was  $69,845,000  and at March 31, 2002
was $70,648,000.

Investment  Portfolio.
The Company's investment securities portfolio averaged $30,152,000 for the three
months ended March 31, 2003 and  $27,469,000 for the three month ended March 31,
2002. The portfolio  totaled  $28,659,000  at March 31, 2003 and  $28,360,000 at
March 31, 2002.

                                       12
<PAGE>

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 March
31, 2003 there was a net unrealized gain in the Available for Sale securities of
$395,081 and there was a net unrealized loss of $301,289 at March 31, 2002.

Cash Value of Life Insurance.
During  the first  quarter  of 2003,  the  Company  invested  in Bank owned life
insurance. The average balance of the cash surrender value of the life insurance
polices  was  $711,000  for the three  months  ended  March 31,  2003.  The cash
surrender value totaled $2,009,000 at March 31, 2003.

Deposits.
The  Company's  average  deposits were  $103,539,000  for the three months ended
March  31,  2003.  This  included  average   non-interest  bearing  deposits  of
$12,596,000,  average  certificates of deposit of  $60,317,000,  average savings
deposits of $7,365,000  and average  interest  bearing  transaction  accounts of
$23,261,000.

The  Company's  average  deposits for the three months ended March 31, 2002 were
$103,589,000.   This  included   average   non-interest   bearing   deposits  of
$11,807,000,  average  certificates of deposit of  $65,876,000,  average savings
deposits of $6,725,000  and average  interest  bearing  transaction  accounts of
$19,181,000.

Deposits at March 31, 2003  totaled  $103,059,000  and totaled  $103,541,000  at
March 31, 2002.

Securities Sold Under Repurchase Agreements.
The Company's average balance of securities sold under repurchase agreements for
the three  months  ended  March 31,  2003 was  $2,132,000  and the  average  was
$1,161,000  for the three  months ended March 31,  2002.  The total  outstanding
under  these  agreements  at  March  31,  2003  was  $1,991,000  and  the  total
outstanding at March 31, 2002 was $1,211,000.

Note Payable.
The  Company's  note payable  consists of a single note payable in the amount of
$1,415,000  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 March 31, 2003 the
rate on the note was 3.3% per annum.  Principal is payable  annually  commencing
January 31, 1996 and each January 31 thereafter.  Interest expense for the three
months ended March 31, 2003 totaled  $14,000.  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.

                                      13

<PAGE>

The Company has previously notified the lender of the Company's violation of the
loan covenants set forth above that could lead to the lender  declaring the note
in default.  The lender has not yet  notified  the  Company  that the loan is in
default  under  the  terms of the  loan  agreement.  If  notified,  the  Company
anticipates  the  lender  to  first  pursue  remedies  other  than  foreclosure.
Accordingly,  the Company expects that the note will 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.  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  $6,885,564  as of March 31, 2003.  This included
$5,390 of common stock, $1,916,500 of additional paid-in capital,  $4,718,724 of
retained  earnings and accumulated other  comprehensive  income consisting of an
unrealized  gain on Securities  Available for Sale,  net of deferred  taxes,  of
$244,950.

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 March 31, 2003 and
2002, the Company had investments in federal funds of $4,325,000 and $5,850,000,
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 March 31, 2003,  established by the
Federal Home Loan Bank.

                                       14
<PAGE>

The Company is required to maintain  eligible  collateral,  consisting  of first
mortgages on one-to-four family residential properties, representing 150 percent
of the  current  outstanding  balance of all  advances.  There were no  advances
outstanding  at March 31,  2003 and 2002.  At March 31,  2003,  the  Company had
$2,500,000  of federal funds  purchase  lines  available at three  correspondent
banks.  There were no federal  funds  purchased at March 31, 2003 and 2002.  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  $1,991,000  and $1,211,000 at
March 31, 2003 and 2002, 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
conditions.  The additional funds required are  approximately  $1,415,000 or the
amount  necessary to replace the Company's  current note payable if earnings are
not  sufficient  to permit the Bank to pay  dividends  in an amount to allow the
Company to service its debt.  The Bank must also  consider  its overall  capital
position in determining the amount of dividends that can be paid to the Company.
Thus after any  dividend  payment,  the Bank must still  satisfy all  regulatory
capital  requirements which may otherwise limit the amount of dividends the Bank
can pay.  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.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

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  three  months  ended  March  31,  2003  totaled
$1,087,000.  This was a result of interest  income of  $1,557,000  and  interest
expense  of  $470,000.  Interest  and fee  income on loans  totaled  $1,241,000,
interest  income on the  investment  portfolio  totaled  $304,000,  and interest
income on federal funds sold totaled $12,000. Interest expense included $388,000
on certificates of deposit,  $47,000 on interest bearing  transaction  accounts,
$9,000  on  savings  accounts,  $12,000  on  securities  sold  under  repurchase
agreements, and $14,000 on the note payable.

                                       15


<PAGE>

Net  interest  income  for  the  three  months  ended  March  31,  2002  totaled
$1,108,000.  This was a result of interest  income of  $1,830,000  and  interest
expense  of  $722,000.  Interest  and fee  income on loans  totaled  $1,486,000,
interest  income on the  investment  portfolio  totaled  $322,000,  and interest
income on federal funds sold totaled $22,000. Interest expense included $598,000
on certificates of deposit,  $64,000 on interest bearing  transaction  accounts,
$29,000  on  savings  accounts,  $12,000 on  securities  sold  under  repurchase
agreements, and $19,000 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 average  earning assets
and the  average  rate  incurred  for all funds  used to support  those  earning
assets.

The net interest margin for the three months ended March 31, 2003 was 4.37%. The
net cost of funds, defined as interest expense divided by average earning assets
was 1.81% and the yield on earning  assets was 6.18% for the three  months ended
March 31,  2003.  The net  interest  margin for the three months ended March 31,
2002 was 4.31%.  The net cost of funds for the three months ended March 31, 2002
was 2.75% and the yield on earning assets was 7.06%.

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 three  months  ended March 31, 2003 was 4.15% and it was 4.02% for the three
months ended March 31, 2002.

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.

                                       16

<PAGE>

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 $100,000 for the three months
ended March 31, 2003.  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 March  31,  2003  was  1.56% of loans  and
approximately  33%  of  non-performing  assets.  Management  believes  that  the
$1,089,000  at March 31,  2003 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 March  31,  2003 were  $3,276,000,  or 4.61% of loans and  foreclosed
properties.  Non-performing  assets at March 31, 2003  consisted of  non-accrual
loans of  $1,591,000,  loans  past due 90 days and still  accruing  interest  of
$529,000 and foreclosed real estate of $1,156,000.

Non-performing  assets at March 31, 2002 were $3,804,000,  or 5.30% of loans and
foreclosed

                                       17

<PAGE>

assets.  Non-performing  assets at March 31, 2002 consisted of non-accrual loans
of $622,000 loans past due 90 days and still accruing interest of $2,005,000 and
foreclosed real estate of $1,177,000.

The balance in  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. In
addition,  in February,  2002,  the Company hired an  experienced  senior credit
officer to oversee credit  administration,  including  policies and  procedures,
underwriting, and credit analysis.

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 $253,000 for the three months
ended March 31, 2003.  This included  $107,000  from service  charges on deposit
accounts,  $3,000 from other  service  charges and fees,  $106,000 of securities
gains, and $37,000 of other non-interest income.

Total  non-interest  income  for the  three  months  ended  March  31,  2002 was
$105,000. This included $39,000 from service charges on deposit accounts, $7,000
from other service charges and fees, $34,000 of securities gains, and $25,000 of
other non-interest income.

The increase in total non-interest  income is mainly attributable to an increase
in service charges on deposits and securities gains.

Non-Interest Expense.
Non-interest  expense for the three months ended March 31, 2003 was  $1,013,000.
This  consisted  of $505,000  of  salaries  and  employee  benefits,  $71,000 of
occupancy expenses,  $97,000 of furniture and equipment expense, and $341,000 of
other non-interest  expenses.  Other non-interest  expenses include advertising,
supplies  and  printing,  telephone,  postage,  and legal and  accounting  fees.
Non-interest  expenses for the first quarter of 2003 increased $118,000 compared
to the first  quarter of 2003  primarily  for costs  associated  with  increased
staffing.

Non-interest  expense for the three  months  ended March 31, 2002 was  $894,000.
This  consisted  of $439,000  of  salaries  and  employee  benefits,  $70,000 of
occupancy expenses, $102,000 of furniture and equipment expense, and $283,000 of
other non-interest expenses.

Income Taxes.
For the three  months  ended March 31,  2003,  the Company  incurred  income tax
expense of  $65,000.  For the three  months  ended March 31,  2002,  the Company
incurred income tax expense of $76,000.  Approximately  $72,000 of income earned
for the three months

                                       18

<PAGE>

ended March 31, 2003 is exempt from federal income taxes.  Approximately $44,000
of the income earned during the three months ended March 31, 2002 is exempt from
federal income taxes.

RETURN ON ASSETS AND EQUITY

Return on assets (annualized net income divided by average total assets) for the
three  months  ended  March 31,  2003 was 0.58%.  Return on assets for the three
months ended March 31, 2002 was 0.54%.

Return on equity (annualized net income divided by average equity) for the three
months  ended  March 31,  2003 was 9.42% and it was 10.03% for the three  months
ended March 31, 2002.

Equity to assets  (average equity divided by average total assets) was 6.05% for
the three  months  ended  March 31,  2003 and it was 5.36% for the three  months
ended March 31, 2002.

The dividend  payout ratio  (dividends  declared  divided by net income) for the
three months ended March 31, 2002 was 70.61%.  There were no dividends  declared
for the three months ended March 31, 2003.

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.

                                       19


<PAGE>

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.




                           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 May 12, 2003.

          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 May 12, 2003.
------------------

  *       A signed  original of this written  statement  required by Section 906
          has been  provided  to the Company and will be retained by the Company
          and furnished to the Securities  and Exchange  Commission or its staff
          upon request.

     (b)  There  have  been no  Current  Reports  on Form 8-K filed  during  the
          quarter ended March 31, 2003.

                                       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: May 12, 2003                     /s/ Reed D. Matney
                                       -----------------------------------------
                                       Reed D. Matney, President
                                       (principal executive officer)


Date: May 12, 2003                     /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
     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 "Evalauation Date"); and

     c)   presented  in  this  quartelry   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 mateiral,  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:  May 12, 2003                              /s/  Reed D. Matney
                                                 ------------------------------
                                                 Reed D. Matney
                                                 President





                                       22

<PAGE>
                   Cerfication 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  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: May 12, 2003                                  /s/ Greg Oliver
                                                    ---------------------------
                                                    Greg Oliver
                                                    Vice President and Cashier


                                       23