| |                                                    | Page
| | -------------------------------------------------- | ----
| |                                                    |     
| | President's Message to Stockholders                | 1   
| |                                                    |     
| | Selected Consolidated Financial Information        | 2   
| |                                                    |     
| | Management's Discussion and Analysis               | 4   
| |                                                    |     
| | Report of Independent Certified Public Accountants | 14  
| |                                                    |     
| | Consolidated Balance Sheets                        | 15  
| |                                                    |     
| | Consolidated Statements of Earnings                | 17  
| |                                                    |     
| | Consolidated Statements of Comprehensive Income    | 18  
| |                                                    |     
| | Consolidated Statements of Stockholders' Equity    | 19  
| |                                                    |     
| | Consolidated Statements of Cash Flows              | 20  
| |                                                    |     
| | Notes to Consolidated Financial Statements         | 22  
| |                                                    |     
| | Stockholder Information                            | 39  
| |                                                    |     
| | Directors and Executive Officers                   | 40  



The Annual Meeting of Stockholders will be held at our main office located at Myrtle and Sixth Streets,
Independence, Kansas at 10:30 a.m. Independence, Central Standard Time, on January 29, 2003.



**First Independence Corporation**

****To Our Stockholders, Depositors and Friends:

It is my pleasure to present to you the 2002 Annual Report of First Independence Corporation, parent of First Federal Savings
and Loan Association of Independence, which reflects results from our ninth complete year as a stock company. As you will see
by reading the accompanying financial statements, First Independence had another excellent year with $2,032,000 in net earnings.
Diluted earnings per share for the 2002 fiscal year were $2.09 based upon 974,485 weighted average common shares outstanding
during the year ended September 30, 2002.

An additional way to judge the strength of a company is by its capital. First Independence Corporations stockholders equity
at September 30, 2002, was $14.6 million. This represents an equity-to-asset ratio of 9.34% and a book value per share of $15.92.
This financial position has allowed First Independence Corporation to distribute to stockholders a portion of its net earnings in the
form of a dividend. During fiscal 2002, a total dividend of $.4875 per share was authorized by the Board of Directors, which
resulted in a payment to stockholders of an aggregate dividend of approximately $463,000. The current $.125 quarterly dividend
per share represents an 11.1% increase over the fiscal 2001 quarterly dividend per share. As with every decision we make, our
dividend policy is designed to take into consideration our responsibility to and interest in our stockholders.

First Independence continues to be committed to our market. This is evidenced by the $43.7 million in loans originated by
the company during the fiscal year. These loans provide funds for many people in our community to build, buy, remodel, or
consolidate other financial obligations. Additionally, we strive to provide our savings customers a safe, secure bank where they
can deposit their funds and earn a fair rate of return, as well as chose from the variety of accounts we offer. The success of this
commitment is evidenced by the increase in deposits of $4.7 million, which translates to a 4.49% increase over last year.

At our March Board meeting, the directors approved a resolution to open a new branch in Pittsburg, Kansas located in
Crawford County. This area showed a 7.5% increase in population between 1990 and 2000 according to the 2000 census.
Crawford County is the only county in Southeast Kansas to show a population increase during that time period. We look forward
to expanding into this new and growing market.

On behalf of the directors, officers and staff of First Federal and First Independence Corporation, we thank you for your
continued support and confidence.

| | Sincerely,

Larry G. Spencer
President and Chief Executive Officer
| | ------------------------------------------------------------------

**MYRTLE & SIXTH** • **P.O. DRAWER 947**• **INDEPENDENCE, KANSAS 67301**• **620/331-1660**

**SELECTED CONSOLIDATED FINANCIAL INFORMATION**

|                                            | **September 30,** 
|------------------------------------------- | ------------------
|                                            | **2002**          
|                                            | **(In Thousands)**
|**Selected Financial Condition Data:**     
|Total assets                                | $156,050          
|Cash and cash equivalents                   | 12,336            
|Loans receivable                            | 118,578           
|Loans held for sale                         | 88                
|Mortgage-backed securities held to maturity | 9,488             
|Investment securities held to maturity      | 10,321            
|Investment securities available for sale    | --                
|Real estate acquired through foreclosure    | 730               
|Deposits                                    | 108,221           
|Advances from Federal Home Loan Bank        | 32,000            
|Total stockholders equity                   | 14,577            

|                                            | **September 30,** 
|------------------------------------------- | ------------------
|                                            | **2002**          
|                                            | **(In Thousands)**
|**Selected Operations Data**               
|Total interest income                       | $10,777           
|Total interest expense                      | 5,520             
|Net interest income                         | 5,257             
|Provision for loan losses                   | 220               
|Net interest income after provision for    
|loan losses                                 | 5,037             
|Non-interest income                         | 378               
|Non-interest expense                        | 3,288             
|Earnings before income taxes and cumulative
|effect of change in accounting principle    | 2,127             
|Income tax expense                          | 777               
|Earnings before cumulative effect of change
|in accounting principle                     | 1,350             
|Cumulative effect of change in             
|accounting principle                        | 682               
|Net earnings                                | $  2,032          
|Basic earnings per share                    | $   2.15          
|Diluted earnings per share                  | $   2.09          

**FINANCIAL RATIOS**

|                                              | **September 30,**
|--------------------------------------------- | -----------------
|                                              | **2002**         
|**Selected Financial Ratios and Other Data:**
|**Performance Ratios:**                      
|Return on assets (ratio of net earnings to   
|average total assets)                         | 1.33%            
|Interest rate spread information:            
|Average during period                         | 3.18             
|End of period                                 | 2.93             
|Net interest margin (1)                       | 3.52             
|Ratio of operating expense to average total  
|assets                                        | 2.04             
|Return on equity (ratio of net earnings to   
|average equity)                               | 13.74            
|**Quality Ratios:**                          
|Non-performing assets to total assets,       
|at end of period (2)                          | 1.63             
|Allowance for loan losses to non-performing  
|assets, at end of period (2)                  | 32.48            
|Allowance for loan losses to non-performing  
|loans at end of period                        | 45.51            
|**Capital Ratios:**                          
|Equity to total assets, at end of period      | 9.34             
|Average equity to average assets              | 9.67             
|Ratio of average interest-earning assets to  
|average interest-bearing liabilities          | 109.15           
|Dividend payout ratio (3)                     | 23.33            
|Number of full service offices                | 3                

(1)  Net interest income divided by average interest-earning assets.
(2)  Includes non-accruing loans, accruing loans delinquent 90 days or more and assets acquired through foreclosure.
(3)  Dividends paid per share divided by earnings per share.

|EARNINGS PER SHARE GRAPH |       | DIVIDENDS PAID PER SHARE GRAPH
|------------------------ | ----- | ------------------------------
|                         | Basic | Diluted                       
|2002                     | $2.15 | $2.09                         
|2001                     | $1.55 | $1.49                         
|2000                     | $1.36 | $1.30                         
|1999                     | $1.13 | $1.07                         
|1998                     | $0.98 | $0.92                         

**Managements Discussion and Analysis of Financial Condition and Results of
Operations**

***General***

On October 5, 1993, First Federal Savings and Loan Association of Independence, Kansas ("First Federal" or the
"Association") converted from a federally chartered mutual savings association to a federally chartered stock savings association
and concurrently became a wholly-owned subsidiary of First Independence Corporation ("First Independence" or the
"Company"). First Independence earnings are primarily dependent on the operations of First Federal. Currently, First
Independence has no business activity other than acting as the holding company for First Federal. As a result, the following
discussion relates primarily to the activities of First Federal. This discussion should be read in conjunction with the consolidated
financial statements and accompanying notes included elsewhere in this report.

Our business consists of attracting deposits from the general public and using these deposits primarily to make residential
mortgage and other loans. Our revenues are derived principally from interest charges on mortgage loans and mortgage-backed
securities and, to a lesser extent, from interest earned on investment securities and interest-bearing deposits. In addition, we
receive fees from loan originations, late payments and for various services related to transaction and other deposit accounts, and
dividends on our Federal Home Loan Bank stock. Operating expenses consist primarily of employee compensation and benefits,
occupancy and equipment expenses, data processing fees and other general and administrative expenses.

Our operations, and the operations of savings institutions and their holding companies in general, are significantly affected by
general economic conditions and the related monetary and fiscal policies of regulatory agencies. Deposit flows and cost of funds
are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by
the demand for financing of real estate and other types of assets, which in turn is affected by the interest rates at which such
financing may be offered and other factors including the availability of funds. The primary sources of funds for lending activities
include deposits, loan repayments and sales, borrowings, sales and maturities of securities available for sale and funds provided
from operations.

***Forward-Looking Statements***

Certain statements in this report that relate to our plans, objectives or future performance may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our
current expectations. Actual strategies and results in future periods may differ materially from those currently expected because of
various risks and uncertainties. Additional discussion of factors affecting our business and prospects is contained in our periodic
filings with the Securities and Exchange Commission.

***Asset/Liability Management and Market Risk***

***Qualitative Aspects of Market Risk.***We derive our income primarily from the excess of interest collected over interest paid.
The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market
interest rates change over time. Accordingly, our results of operations, like those of many financial institutions, are impacted by
changes in interest rates. Our ability to adapt to changes in interest rates is known as interest rate risk, and is our most significant
market risk.

***Quantitative Aspects of Market Risk.***In an attempt to manage our exposure to changes in interest rates and comply with
applicable regulations, we monitor our interest rate risk. In monitoring interest rate risk, we continually analyze and manage our
assets and liabilities based on their payment streams and interest rates, the timing oftheir maturities, and their sensitivity to actual
or potential changes in market interest rates.

The matching of assets and liabilities may be analyzed by examining the extent to which they are "interest rate sensitive" and
by monitoring an institutions interest rate sensitivity "gap." An asset or liability is said to be interest rate sensitive within a
specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap is defined as the difference
between the amount of interest-earning assets anticipated, based upon certain assumptions, to mature or reprice within a specific
time period and the amount of interest-bearing liabilities anticipated, based upon certain assumptions, to mature or reprice within
that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest
rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of
interest rate sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect operations
while a positive gap would tend to benefit operations. During a period of falling interest rates, the opposite would be expected to
occur.

Since the early 1980's, we have emphasized, subject to market conditions, the origination and holding of adjustable-rate
mortgage loans and loans with shorter terms to maturity than traditional 30-year, fixed-rate loans. Our strategy has been to
increase the percentage of assets in our portfolio with more frequent repricing or shorter maturities. In response to customer
demand, however, we continue to originate for our loan portfolio fixed-rate mortgages with terms not greater than 30 years. In the
past, we have also purchased adjustable-rate mortgage-backed securities. At September 30, 2002, approximately $26.2 million, or
21.7% of the total loans secured by real estate, were adjustable-rate mortgage loans. On the same date, we also had $4.3 million
in adjustable-rate mortgage-backed securities.

Our adjustable-rate mortgage loans and mortgage-backed securities adjust to various indices. We monitor the mix of indices
on our adjustable rate assets and seek, consistent with market conditions, to achieve a close match in the repricing characteristics
of our assets and liabilities.

To increase the interest rate sensitivity of our assets, we have also maintained short and intermediate-term investment
securities and other assets. At September 30, 2002, we had $18.8 million of investment securities and interest-bearing deposits
maturing or repricing within three years. Finally, we have undertaken various marketing programs from time to time over the last
decade in order to extend the term of our deposit liabilities. We offer a longer term certificate of deposit program in an attempt to
reduce deposit outflows which were being lost as a result of the general decline in market rates of interest. This program offers two
certificate products which have 4- and 5-year terms. At September 30, 2002, we had approximately $11.5 million in these two
products.

In the future, in managing our interest rate sensitivity, we intend to continue to stress the origination ofadjustable-rate
mortgage loans, subject to market conditions, the purchase of adjustable-rate mortgage-backed securities and the maintenance of a
relatively high level of short-term securities and other assets.

As part of our effort to monitor and manage interest rate risk, we use the "net portfolio value" methodology adopted by the
Office of Thrift Supervision. This approach calculates the difference between the present value of expected cash flows from assets
and liabilities, as well as cash flows from off balance sheet contracts, arising from an assumed 200 basis point increase or decrease
in interest rates. The net portfolio value indicates the cushion of economic capital an association would retain should an adverse
change in interest rates occur.

Presented below, as of September 30, 2002, is an analysis of First Federals interest rate risk as measured by changes in net
portfolio value for instantaneous and sustained parallel shifts in the yield curve, in 100 basis point increments, and compared to
Board policy limits. The table was prepared and furnished to us by the Office ofThrift Supervision. Assumptions used in
calculating the amounts in this table were determined by the Office ofThrift Supervision (dollars in thousands):

**Interest Rate Sensitivity of Net Portfolio Value (NPV)**

|             | **Net Portfolio Value** | **NPV as % of PV of Assets**
|------------ | ----------------------- | ----------------------------
|**Change**   |                         |                             
|**In Rates** | **$ Amount**            | **$ Change**                
|            
|+200 bp      | 14,731                  | -2,309                      
|+l00 bp      | 16,547                  | -493                        
|0 bp         | 17,040                  | --                          

As illustrated in the table, we have structured our assets and liabilities to minimize our exposure to interest rate risk. In the
event of a 100 basis point decrease in interest rates, we would experience a 2% decrease in net portfolio value while a 200 basis
point increase in interest rates produces a 14% decrease in net portfolio value. During periods of rising interest rates, the value of
monetary assets and liabilities generally decline. Conversely, during periods of falling interest rates, the value of monetary assets
and liabilities generally increase. However, the amount of change in value of specific assets and liabilities due to changes in
interest rates is not the same in a rising interest rate environment as in a falling interest rate environment (i.e., as indicated above,
the amount of change in value under a specific rate decline may not equal the amount of change in value under an identical
upward rate movement).

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain
assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market
interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market
interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as
adjustable-rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the
asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly
from those assumed in calculating the table. Finally, the ability of many borrowers to service their debt may decrease in the event
of an interest rate increase. As a result, the actual effect of changing interest rates may differ from that presented in the foregoing
table.

**Management's Discussion and Analysis of Financial Condition and Results of Operations**

***Asset Quality***

The ratio of non-performing assets to total assets is one indicator of our exposure to credit risk. Our non-performing assets
consist of non-accruing loans, accruing loans delinquent 90 days or more, troubled debt restructurings, and foreclosed assets,
which have been acquired as a result of foreclosure or deed-in-lieu of foreclosure. At September 30, 2002, non-performing assets
were approximately $2,550,000, which represents a decrease of $208,000, or 7.5% as compared to September 30, 2001 . The ratio
of non-performing assets to total assets at September 30, 2002 was 1.63% compared to 1.81% at September 30, 2001. Included in
non-accruing loans at September 30, 2002, were twenty one loans totaling $1,351,000 secured by one- to four-family real estate, one construction loan totaling
$212,000 secured by one- to four-family real estate and twelve consumer loans totaling $34,000. All non-accruing loans at
September 30, 2002, were located in our primary market area except for two loans. The first loan totaled $304,000 and is secured
by a single family residence located in Texas, while the second loan totaled $29,000 and is secured by a single family residence
located in Wichita, Kansas. At September 30, 2002, accruing loans delinquent 90 days or more included seven loans totaling
$223,000 secured by one- to four-family real estate. All of our accruing loans delinquent 90 days or more were secured by real
estate located in our primary market area. At September 30, 2002, real estate acquired through foreclosure consisted of sixteen
single family residences located in our primary market area. The properties have a total carrying value of $730,000 and are
currently offered for sale.

We have taken into account our non-performing assets and the composition of the loan portfolio in establishing our
allowance for loan losses. The allowance for loan losses totaled $828,000 at September 30, 2002, which represented a $106,000
increase from the allowance for loan losses at September 30, 2001. The ratio ofthe allowance for loan losses as a percent oftotal
loans increased from .54% at September 30, 2001 to .69% at September 30, 2002, partially due to the decrease in total loans
receivable and partially due to the increase in the amount of the allowance at September 30, 2002. The allowance for loan losses
as a percent of non-performing loans increased from 30.09% at September 30, 2001 to 45.51% at September 30, 2002, primarily
due to the increase in the allowance for loan losses at September 30, 2002.

The allowance for loan losses is determined based upon an evaluation of pertinent factors underlying the types and quality of
our loans. We consider such factors as the repayment status of a loan, the estimated net realizable value of the underlying
collateral, the borrowers ability to repay the loan, current and anticipated economic conditions which might affect the borrowers
ability to repay the loan and our past statistical history concerning charge-offs.

|NON-PERFORMING ASSETS TO TOTAL ASSETS GRAPH
|-------------------------------------------
|2002 - 1.63%                               
|2001 - 1.81%                               
|2000 - 1.16%                               
|1999 - 1.84%                               
|1998 - 1.07%                               

***Results of Operations***

Average Balances, Interest Rates and Yields. The following table presents for the periods indicated the total dollar amount of
interest income from average interest-earning assets and related yields, as well as the interest expense on average
interest-bearing liabilities, expressed both in dollars and rates. No tax equivalent adjustments were made. All average
balances are monthly average balances. The use of monthly averages rather than daily averages does not have a
significant effect upon our results. Non-accruing loans have been included in the table as loans carrying a zero yield.

|                              | **Year Ended September 30,** 
|----------------------------- | -----------------------------
|                              | **2002**                     
|                              | **AverageOutstandingBalance**
|                              | **(Dollars in Thousands)**   
|Interest-earning assets:      |                              
|Loans receivable (1)          | $125,915                     
|Mortgage-backed securities    | 6,515                        
|Investment securities         | 5,728                        
|Federal Home Loan Bank stock  | 2,086                        
|Federal funds sold            | 7,625                        
|Other                         | 1,360                        
|Total interest-earning assets | 149,229                      
|Interest-bearing liabilities:
|Demand and NOW deposits       | 35,560                       
|Savings deposits and         
|certificates                  | 71,965                       
|Federal Home Loan Bank       
|advances                      | 29,192                       
|Total interest-bearing       
|liabilities                   | 136,717                      
|Net interest income           |                              
|Net interest rate spread      |                              
|Net earnings assets           | $  12,512                    
|Net yield on average         
|interest-earning assets       |                              
|Average interest-earning     
|assets to average interest-  
|bearing liabilities           |                              

_____________
(1)  Calculated net of deferred loan fees, loan discounts, loans in process and loss reserves.

**Management's Discussion and Analysis of Financial Condition and Results of Operations**

---

***Rate/Volume Analysis ofNet Interest Income***

The following schedule presents the dollar amount of changes in interest income and interest expense for major components
of interest-earning assets and interest-bearing liabilities. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume
multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this
table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately
to the change due to volume and the change due to rate.

|                                   | **Year Ended September 30,**
|---------------------------------- | ----------------------------
|                                   | **2002 vs. 2001**           
|                                   | **Increase(Decrease)Due to**
|                                   | **Volume**                  
|                                   | **(Dollars in Thousands)**  
|                                   |                             
|Interest-earning assets:           |                             
|Loans receivable                   | $  (358)                    
|Mortgage-backed securities         | (91)                        
|Investment securities              | (37)                        
|Federal Home Loan Bank stock       | (9)                         
|Federal funds sold                 | 133                         
|Other                              | --                          
|Total interest-earning assets      | (362)                       
|Interest-bearing liabilities:     
|Demand and NOW deposits            | 98                          
|Savings deposits and certificates  | 378                         
|Federal Home Loan Bank advances    | (533)                       
|Total interest-bearing liabilities | $    (57)                   
|Net interest income                |                             

The following table sets forth the weighted average yields on our interest-earning assets, the weighted average
interest rates on interest-bearing liabilities and the interest rate spread between the weighted average yields and rates
at the dates indicated. Non-accruing loans have been included in the table as carrying a zero yield.

|                                    | **At September 30,**
|----------------------------------- | --------------------
|                                    | **2002**            
|**Weighted average yield on:**     
|Loans receivable                    | 7.39%               
|Mortgage-backed securities          | 5.01                
|Investment securities               | 3.78                
|Federal funds sold                  | 1.60                
|Other interest-earning assets       | --                  
|Combined weighted average yield on 
|interest-earning assets             | 6.51                
|**Weighted average rate paid on:** 
|Savings deposits and certificates   | 3.83                
|Demand and NOW deposits             | 1.50                
|Federal Home Loan Bank advances     | 5.38                
|Combined weighted average rate paid
|on interest-bearing liabilities     | 3.58                
|Spread                              | 2.93                

**FINANCIAL CONDITION**

Total assets increased $3.4 million, or 2.2%, from $1 52.7 million at September 30, 2001 to $156.1 million at September
30, 2002. This increase consisted primarily of increases in cash and cash equivalents of $10.0 million, investment securities of
$5.1 million and mortgage-backed securities of $2.2 million. These increases in assets, along with reductions in advances from the
Federal Home Loan Bank ofTopeka of $1.0 million and accrued expenses and other of $700,000, were funded by the
redeployment of funds received from repayments of loans receivable of $14.2 million, and increases in deposits of $4.6 million.
We are attempting to reduce the amount of excess cash by implementing a laddered investment strategy; however, loan payoffs
and prepayments are currently exceeding our investment rate.

Loans receivable decreased $14.2 million from $132.8 million at September 30, 2001, to $118.6 million at September 30,
2002. The decrease was primarily due to loan repayments (primarily due to refinancings), exceeding new loan originations. In
accordance with the Companys asset/liability management strategy, we have chosen to limit the amount of 30-year fixed-rate
loans placed in our portfolio. This is being accomplished by pricing our loan products held in portfolio above current market rates
and selling market rate loans into the secondary market. Consequently, our loan portfolio has decreased during this period of
declining interest rates as customers seek to lock in lower long-term fixed rates.

Deposits increased $4.6 million from $103.6 million at September 30, 2001, to $108.2 million at September 30, 2002. The
increase was primarily the result of a $2.9 million increase in certificate of deposit accounts due to customers depositing funds into the "Millennium" twelve month
certificate account. To a lesser extent, the increase was due to new account growth at the Coffeyville, Kansas branch office. The
"Millennium" twelve month certificate provides customers with a fixed interest rate throughout the term of the certificate along
with the option to make additions of $1,000 or more during the certificates term. Due to the Millennium certificate interest rates
being fixed at rates higher than current market rates, customers have continued to add to their certificate balances.

Advances from the Federal Home Loan Bank decreased $1.0 million from $33.0 million at September 30, 2001 to $32.0
million at September 30, 2002. The decrease was primarily due to the repayment of scheduled principal payments using deposit
funds obtained at an average rate less than the average rate currently being paid on advances. Most of the advances obtained from
the Federal Home Loan Bank ofTopeka were used by the Company to fund loans originated at a positive spread over the term of
the advances.

Total stockholders equity increased $402,000 from $14.2 million at September 30, 2001 to $14.6 million at September 30,
2002. The increase was primarily due to net earnings of $2,032,000, common stock option exercises of $150,000, repayment ofemployee stock ownership debt of $20,000 and a fair value
adjustment of $12,000 on ESOP shares committed for release. These increases were partially offset by the use of $1,341,000 to
repurchase 88,579 shares of common stock, by dividends of $463,000 paid to stockholders and a decrease in unrealized gains on
securities available for sale of $8,000.

|TOTAL ASSETS GRAPH                                                              | LOANSGRAPH                                                                                                                        | STOCKHOLDERS' EQUITY TO TOTAL ASSETS GRAPH                      
|------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
|2002 - $156,050
2001 - $152,730
2000 - $149,130
1999 - $138,131
1998 - $124,337 | 1-4 Family - 69.06%
Multi-family - 0.87%
Non-Residential - 7.88%
Construction - 18.18%
Home Equity - 1.12%
Other Consumer - 2.89% | 2002 - 9.34%
2001 - 9.28%
2000 - 9.23%
1999 - 9.49%
1998 - 9.73%

**Management's Discussion and Analysis of Financial Condition and Results of Operations**

---

***Comparison of Fiscal Years Ended September 30, 2002 and September 30, 2001***

*General.*Net earnings for the fiscal year ended September 30, 2002 were $2,032,000 as compared to $1,541,000 for the
fiscal year ended September 30, 2001, an increase of $491,000, or 31.9%. The increase in net earnings was primarily due to the
recognition of a $682,000 gain resulting from the cumulative effect of a change in accounting principle and, to a lesser extent, an
increase in net interest income of $293,000 and a decrease in income tax expense of $37,000. These increases to net earnings were
partially offset by increases in non-interest expense of $377,000 and the provision for loan losses of $43,000, and a decrease in
non-interest income of $101,000. Excluding the cumulative effect of a change in accounting principle, net earnings for the fiscal year ended September 30,
2002, would have been $1,350,000 or a decrease of $191,000 from the fiscal year ended September 30, 2001.

*Net Interest Income.*Net interest income increased $293,000, or 5.9%, for the fiscal year ended September 30, 2002 as
compared to the fiscal year ended September 30, 2001. This increase was due primarily to a decrease in interest expense of
$1,447,000, or 20.8%, offset partially by a decrease in interest income of $1,154,000, or 9.7%. Interest expense decreased
primarily due to a 109 basis point decrease in the average rate paid on interest-bearing liabilities offset partially by a $1.0 million increase in the average balance of interest-bearing liabilities. Interest income decreased primarily due to an 80
basis point decrease in the average yield on interest-earning assets offset partially by a $531,000 increase in the average balance
of interest-earning assets. This increase in spread is due to our negative gap position, which results in a greater amount of
interest-bearing liabilities repricing more often than interest-earning assets. As our balance sheet becomes less interest rate
sensitive in the future, or if we move to a positive gap position, we anticipate the benefits of a low interest rate environment to
diminish. The ratio of average interest-earning assets to average interest-bearing liabilities decreased from 109.56% for the fiscal
year ended September 30, 2001 to 109.15% for the fiscal year ended September 30, 2002.

*Interest Income.*Interest income for the fiscal year ended September 30, 2002, decreased to $10.8 million from $11.9
million for the fiscal year ended September 30, 2001. This decrease resulted primarily from a decrease in the average yield on
interest-earning assets. The average yield on interest-earning assets decreased by 80 basis points to 7.22% during fiscal year 2002,
from 8.02% during fiscal year 2001. This decrease was caused primarily by the general decline in interest rates resulting in a
reduction in yield on the Companys loan portfolio from 8.26% to 7.92%, mortgage-backed securities from 6.66% to 4.96%,
investment securities from 6.33% to 4.21% and Federal Home Loan Bank stock from 7.53% to 5.05%. To a lesser extent, the
decrease in yield was caused by a change in mix of interest-earning assets to a higher percentage of federal funds sold. This was
due to decreases in the loans receivable, investment and mortgage-backed securities portfolios, all of which earn a higher rate of
interest than federal funds sold. The decrease in the average yield was partially offset by a $531,000 increase in the average
outstanding balance of interest-earning assets during the fiscal year ended September 30, 2002 as compared to the fiscal year
ended September 30, 2001.

*Interest Expense.*Interest expense for the fiscal year ended September 30, 2002, decreased by $1,447,000 to $5.5 million as
compared to $7.0 million for the fiscal year ended September 30, 2001. This decrease was primarily the result of a 109 basis point
decrease in the average interest rate paid on interest-bearing liabilities, caused by a decrease in interest rates on savings deposits
and Federal Home Loan Bank advances. The decrease in the average interest rate paid was partially offset by a $1.0 million
increase in the average outstanding balance of interest-bearing liabilities during the fiscal year ended September 30, 2002 as
compared to the fiscal year ended September 30, 2001. The increase in interest-bearing liabilities was primarily due to a $10.4
million increase in the average balance of savings deposits offset partially by a $9.4 million decrease in the average balance
of advances outstanding from the Federal Home Loan Bank of Topeka. The outstanding balance of advances was lower throughout
the fiscal year than at year end due to a $4.0 million advance obtained during the last month of the fiscal year.

*Provision for Loan Losses.*The provision for loan losses represents a charge to earnings to maintain the allowance for loan
losses at a level we believe is adequate to absorb potential losses in the loan portfolio. The provision for loan losses amounted to
$220,000 for the fiscal year ended September 30, 2002 as compared to $177,000 for the same period in 2001 . This increase in
provision for loan losses was in recognition of managements assessment of relevant factors, including the types and amounts of
non-performing loans, the continued increase in the amount of historical charge-offs and anticipated loss experience on such types
of loans, and the current and projected economic conditions. We believe we use the best information available in providing for
probable loan losses and we believe that the allowance is adequate at September 30, 2002. Future adjustments to the allowance
could be necessary, however, and net earnings could be affected if circumstances and/or economic conditions differ substantially
from the assumptions used in making the initial determinations.

|NET EARNINGS GRAPH(In Thousands)                                   
|-------------------------------------------------------------------
|2002 - $2,032
2001 - $1,541
2000 - $1,376
1999 - $1,143
1998 - $901

*Noninterest Income.*Noninterest income decreased $101,000 to $378,000 during the fiscal year ended September 30,
2002 as compared to $479,000 for the fiscal year ended September 30, 2001. The decrease was primarily due to a $94,000
reduction in negative goodwill amortization during the fiscal year ended September 30, 2002 as compared to the fiscal year
ended September 30, 2001. The reduction in negative goodwill amortization was a result of the adoption of Statement of
Financial Accounting Standards 141 and 142 as of October 1, 2001 . Recurring non-interest income generally consists of
late charges and other fees associated with mortgage loans and checking and deposit account fees.

*NoninterestExpense.*Total noninterest expense increased to $3.3 million for the fiscal year ended September 30, 2002
from $2.9 million for the fiscal year ended September 30, 2001, an increase of $377,000, or 12.9%. The increase was primarily
due to increases in employee

compensation and benefits of $ 190,000, foreclosed assets expense of $172,000 and occupancy and equipment of $28,000.
These increases were partially offset by a decrease in other operating expense of $14,000. The increase in compensation and
benefits expense was primarily the result of normal, annual cost of living increases in salaries and bonuses and, to a lesser
extent, a reduction in loan originations resulting in less deferral of compensation expense. The increase in foreclosed assets
expense was a result of an increase in the number of foreclosed assets, which contributed to an increase in real estate owned
repairs and maintenance, taxes and insurance.

*Income Tax Expense.*Income tax expense was $777,000 for the fiscal year ended September 30, 2002 compared to
$814,000 for the fiscal year ended September 30, 2001, a decrease of $37,000. Our effective tax rates were 36.5% and 34.6%
for the fiscal year ended September 30, 2002 and September 30, 2001, respectively, based on earnings before the cumulative
effect of the change in accounting for negative goodwill. There is no income tax effect as a result of this change. However,
rates were lower for the September 30, 2001 period due primarily to negative goodwill amortization which is not included in
income for income tax calculation purposes, resulting in a lower effective tax rate.

***Liquidity and Capital Resources***

Our primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities,
Federal Home Loan Bank of Topeka advances and funds provided by operations. While scheduled loan and mortgage-backed
security repayments and maturity of short-term investments are a relatively predictable source of funds, deposit flows are
greatly influenced by general interest rates, economic conditions and competition. We use our liquid resources principally to
meet ongoing commitments, to fund maturing certificates of deposit and deposit withdrawals, to invest, to fund existing and
future loan commitments, to maintain liquidity, and to meet operating expenses. Current Office ofThrift Supervision
regulations require First Federal to maintain adequate cash and eligible investments in order to meet our liquidity needs
deemed necessary to fund deposit withdrawals and other short-term funding needs. Management believes that we have and
will continue to have adequate liquidity for the foreseeable future. As of September 30, 2002, First Federals liquidity ratio
was 13.04% as compared to 1.96% at September 30, 2001 . This increase in liquidity was primarily due to the reduction in the
loan portfolio and reinvestment of the proceeds into liquid assets.

Our primary investing activity is the origination of mortgage loans and the purchase of mortgage-backed and other
securities. At September 30, 2002, mortgage loans and mortgage-backed securities accounted for 82.2% of total assets. We
have been able to generate sufficient cash through the retail deposit market, our traditional funding source, and through short-term borrowings, to provide the cash utilized in investing activities. A line of credit has also been in place with the Federal
Home Loan Bank of Topeka since 1995. Line of credit draws, as with all other credit transactions, are subject to the
maximum amount of credit available under the Federal Home Loan Bank of Topekas credit policy. The line of credit is
scheduled to mature on January 31, 2003, and will be renewed for another one-year term at that time. The line of credit is
subject to various conditions, including the pledge of acceptable collateral. The primary purpose of the line of credit is to
serve as a back-up liquidity facility, however, we may also utilize the line of credit to purchase investment securities and fund
other commitments. At September 30, 2002, there was no outstanding balance on the line of credit.

Liquidity management is both a daily and long-term responsibility of management. We adjust our investments in liquid
assets based upon our assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-bearing deposits, and (iv) the objectives of our asset/liability management program. Excess liquidity is invested generally in
interest-bearing overnight deposits and other short-term government and agency obligations. If we require additional funds,
beyond our internal ability to generate, we have additional borrowing capacity with the Federal Home Loan Bank of Topeka
of approximately $30.4 million at September 30, 2002.

We anticipate that we will have sufficient funds available to meet current loan commitments. At September 30, 2002, we
had outstanding commitments to extend credit which amounted to $2.6 million, including commitments on construction loans
and unfunded lines of credit. We are not aware of any trends, events or uncertainties which will have or that are reasonably
likely to have a material effect on our liquidity, capital resources or operations.

Certificates of deposit scheduled to mature in one year or less at September 30, 2002 totaled approximately $42.4
million. We believe that a significant portion of these deposits will remain with First Federal. There can be no assurance,
however, that we can retain all of these deposits. At September 30, 2002, we had $32.0 million in advances from the Federal
Home Loan Bank of Topeka with $1.4 million maturing in one year or less.

**Management's Discussion and Analysis of Financial Condition and Results of Operations**

---

First Federal has minimum capital standards which generally require the maintenance of regulatory capital sufficient to meet
each of three tests: the tangible capital requirement, the core capital requirement, and the risk-based capital requirement. The
tangible capital requirement provides for minimum tangible capital (defined as retained earnings less all intangible assets) equal to
1.5% of adjusted total assets. The core capital requirement provides for minimum core capital (tangible capital plus supervisory
goodwill) equal to 4.0% of assets. The risk-based capital requirement provides for the maintenance of core capital plus general
loss allowances (less a specified percentage of certain equity investments) equal to 8.0% of risk-weighted assets. In computing
risk-weighted assets, we multiply the book value of each asset on our balance sheet by a defined risk-weighting factor (e.g. , one-
to four-family residential loans carry a risk-weighted factor of 50%). We have reviewed these capital standards and determined
that we are in compliance with each of the three requirements. As of September 30, 2002, our tangible capital, core capital, and
risk-based capital of $14.2 million, $14.2 million, and $15. 1 million exceeded the applicable minimum requirements by $11.9
million, $8.0 million, and $8.4 million, respectively.

The following table sets forth our compliance with such requirements at September 30, 2002.

|                     | **Office of Thrift**        | **First Federal's capital level**
|-------------------- | --------------------------- | ---------------------------------
|                     | **Supervision requirement** | **at September 30, 2002**        
|                     | **% of**                    |                                  
|**Capital standard** | **Assets**                  | **Amount**                       
|                     |                             | **(Dollars in Thousands)**       
|Tangible capital     | 1.50%                       | $2,340                           
|Core capital         | 4.00                        | 6,239                            
|Risk-based capital   | 8.00                        | 6,689                            

See Note M of Notes to Consolidated Financial Statements for additional information.

We have reviewed our regulatory restrictions relating to loans to one borrower, qualification as a qualified thrift lender, and
other restrictions on lending and investment, and have determined that, based on our capital position and lending and investment
policies, these restrictions have not had a material impact on our operations.

***Impact of lnflation and Changing Prices***

The financial statements and related data presented herein have been prepared in accordance with generally accepted
accounting principles, which require the measurement of financial position and results of operations in terms of historical dollars
without considering changes in the relative purchasing power of money over time because of inflation. As a result, interest rates
have a more significant impact on our performance than the effects of general levels of inflation. Interest rates do not necessarily
move in the same direction or in the same magnitude as the prices of goods and services.

***Effects of Recent Accounting Pronouncements***

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
No. 144 carries over the recognition and measurement provisions in SFAS No. 121.  Accordingly, an entity must recognize an
impairment loss if the carrying value of a long-lived asset or asset group (a) is not recoverable and (b) exceeds its fair value.
Similar to SFAS No. 121 , SFAS No. 144 requires an entity to test an asset or asset group for impairment whenever events or
changes in circumstances indicate that its carrying amount may not be recoverable. SFAS No. 144 differs from SFAS No. 121 in
that it provides guidance on estimating future cash flows to test recoverability.  An entity may use either a probability-weighted
approach or best-estimate approach in developing estimates of cash flows to test recoverability. SFAS No. 144 is effective for
financial statements issued for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years.
Management adopted SFAS No. 144 effective October 1, 2002, without material effect on the Companys financial condition or
results of operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS
No. 146 provides financial accounting and reporting guidance for costs associated with exit or disposal activities, including one-time termination benefits, contract termination costs other than for a capital lease, and costs to consolidate facilities or relocate
employees. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. SFAS No. 146 is not
expected to have a material effect on the Companys financial condition or results of operations.

In October 2002, the FASB issued SFAS No. 147, "Accounting for Certain Financial Institutions: An Amendment ofFASB
Statements No. 72 and 144 and FASB Interpretation No. 9," which removes acquisitions of financial institutions from the scope of
SFAS No. 72, "Accounting for Certain Acquisitions of Banking and Thrift Institutions," except for transactions between mutual
enterprises. Accordingly, the excess ofthe fair value ofliabilities assumed over the fair value oftangible and intangible assets
acquired in a business combination should be recognized and accounted for as goodwill in accordance with SFAS No. 141 ,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."

SFAS No. 147 also requires that the acquisition of a less-than-whole financial institution, such as a branch, be accounted for
as a business combination if the transferred assets and activities constitute a business. Otherwise, the acquisition should be
accounted for as the acquisition of net assets.

SFAS No. 147 also amends the scope of SFAS No. 144, "Accounting for the Impairment or Disposal ofLong-Lived Assets,"
to include long-term customer relationship assets of financial institutions (including mutual enterprises) such as depositor- and
borrower-relationship intangible assets and credit cardholder intangible assets.

The provisions of SFAS No. 147 related to unidentifiable intangible assets and the acquisition of a less-than-whole financial
institution are effective for acquisitions for which the date of acquisition is on or after October 1, 2002. The provisions related to
impairment of long-term customer relationship assets are effective October 1, 2002. Transition provisions for previously
recognized unidentifiable intangible assets are effective on October 1, 2002, with earlier application permitted.

Management adopted SFAS No. 147 on October 1, 2002 without material effect on the Company's financial condition or
results of operations.

The foregoing discussion of the effects of recent accounting pronouncements contains forward-looking statements that involve risks
and uncertainties. Changes in economic circumstances or interest rates could cause the effects of the accounting pronouncements to
differ from managements foregoing assessment.

**REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS**

Board of Directors
First Independence Corporation and Subsidiary

We have audited the accompanying consolidated balance sheets of First Independence Corporation and Subsidiary as
of September 30, 2002 and 2001, and the related consolidated statements of earnings, comprehensive income,
stockholders' equity and cash flows for the years then ended.  These consolidated financial statements are the
responsibility of the Corporation's management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of First Independence Corporation and Subsidiary as of September 30, 2002 and 2001, and the
consolidated results of their operations and their consolidated cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note B to the consolidated financial statements, the Corporation adopted Statement of Financial
Accounting Standards (SFAS) No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible
Assets effective October 1, 2001.

Wichita, Kansas
November 1, 2002

**First Independence Corporation and Subsidiary**

CONSOLIDATED BALANCE SHEETS

September 30,

**ASSETS**

|                                                  | 2002                                             | 2001          
|------------------------------------------------- | ------------------------------------------------ | --------------
|                                                 
|Cash and due from banks                           | $      626,399                                   | $      388,664
|Federal funds sold                                | 10,000,000                                       | 700,000       
|Other interest-bearing deposits                   | 1,709,170                                        | 1,204,563     
|                                                 
|                                                  | Cash and cash equivalents                        | 12,335,569    
|                                                 
|                                                 
|Investment securities available for sale          | --                                               | 1,013,700     
|Investment securities held to maturity (estimated
|                                                  | fair value of $10,548,221 in 2002 and $4,238,780
|                                                  | in 2001)	****                                    | 10,320,618    
|Mortgage-backed securities held to maturity      
|                                                  | (estimated fair value of $9,578,350 in 2002     
|                                                  | and $7,307,557 in 2001)                          | 9,488,370     
|Loans receivable                                  | 118,578,448                                      | 132,838,231   
|Loans held for sale                               | 88,000                                           | --            
|Premises and equipment                            | 1,510,688                                        | 1,472,029     
|Federal Home Loan Bank stock, at cost             | 1,996,800                                        | 2,265,000     
|Accrued interest receivable                       | 770,529                                          | 944,606       
|Real estate acquired through foreclosure          | 730,252                                          | 356,325       
|Deferred taxes                                    | 93,958                                           | --            
|Other                                             |                                                  | 137,023       
|                                                  | Total assets                                     | $156,050,255  

The accompanying notes are an integral part of these statements.

**LIABILITIES AND STOCKHOLDERS' EQUITY**

|                                      | 2002                                            | 2001                                
|------------------------------------- | ----------------------------------------------- | ------------------------------------
|                                     
|Deposits                              | $108,221,461                                    | $103,569,165                        
|Advances from borrowers for taxes and
|                                      | insurance                                       | 799,937                             
|Income taxes payable                  | 68,721                                          | --                                  
|Advances from Federal Home Loan Bank  | 32,000,000                                      | 33,000,000                          
|Accrued expenses and other            | 383,242                                         | 1,094,586                           
|                                     
|                                      |                                                 |                                     
|                                     
|Stockholders' equity                 
|                                      | Preferred stock, $.01 par value, 500,000 shares
|                                      |                                                 | authorized; none issued             
|                                      | Common stock, $.01 par value, 2,500,000 shares 
|                                      |                                                 | authorized; 1,649,288 shares issued 
|                                      | Additional paid-in capital                      | 8,163,239                           
|                                      | Retained earnings - substantially restricted    | 14,536,885                          
|                                      | Accumulated other comprehensive income,        
|                                      |                                                 | net of related taxes                
|                                      | Required contributions for shares acquired by  
|                                      |                                                 | Employee Stock Ownership Plan (ESOP)
|                                      | Treasury stock 733,691 shares in 2002 and      
|                                      |                                                 | 672,651 shares in 2001 - at cost    
|                                     
|                                      |                                                 |                                     
|                                     
|                                      |                                                 |                                     

**First Independence Corporation and Subsidiary**

CONSOLIDATED STATEMENTS OF EARNINGS

Year ended September 30,

|                                                                    | 2002                                                                | 2001                  
|------------------------------------------------------------------- | ------------------------------------------------------------------- | ----------------------
|Interest income                                                    
|                                                                    | Loans                                                               |                       
|                                                                    | Mortgage-backed securities                                          | 323,046               
|                                                                    | Investment securities                                               | 241,364               
|                                                                    | Interest-bearing deposits and other                                 | 245,877               
|                                                                   
|                                                                    |                                                                     | Total interest income 
|                                                                   
|Interest expense                                                   
|                                                                    | Deposits                                                            |                       
|                                                                    | Borrowed funds                                                      | 1,639,495             
|                                                                   
|                                                                    |                                                                     | Total interest expense
|                                                                   
|Net interest income                                                 | 5,257,475                                                           | 4,964,232             
|Provision for loan losses                                           | 220,425                                                             | 177,000               
|                                                                   
|Net interest income after provision for loan losses                 | 5,037,050                                                           | 4,787,232             
|                                                                   
|Noninterest income                                                 
|                                                                    | Service charges                                                     | 267,889               
|                                                                    | Other                                                               | 110,003               
|                                                                   
|                                                                    |                                                                     | 377,892               
|Noninterest expense                                                
|                                                                    | Employee compensation and benefits                                  | 1,824,208             
|                                                                    | Occupancy and equipment                                             | 396,714               
|                                                                    | Data processing fees                                                | 226,675               
|                                                                    | Foreclosed assets, net                                              | 167,055               
|                                                                    | Other operating                                                     | 673,104               
|                                                                   
|                                                                    |                                                                     | 3,287,756             
|Earnings before income taxes and cumulative effective of           
|                                                                    | change in accounting principle                                      | 2,127,186             
|Income tax expense                                                  | 777,230                                                             | 813,649               
|                                                                   
|Earnings before cumulative effect of change in accounting principle | 1,349,956                                                           | 1,541,223             
|Cumulative effect of change in accounting principle                 | 681,922                                                             | --                    
|                                                                    |                                                                     | NET EARNINGS          
|Basic earnings per share                                           
|                                                                    | Earnings before cumulative effect of change in accounting principle | $1.43                 
|                                                                    | Cumulative effect of change in accounting principle                 | .72                   
|                                                                   
|                                                                    |                                                                     | Net earnings per share
|Fully diluted earnings per share                                   
|                                                                    | Earnings before cumulative effect of change in accounting principle | $1.39                 
|                                                                    | Cumulative effect of change in accounting principle                 | .70                   
|                                                                   
|                                                                    |                                                                     | Net earnings per share

The accompanying notes are an integral part of these statements.

**First Independence Corporation and Subsidiary**

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year ended September 30,

|                                              |                                                   |                                             |            |         |            | 2002       |        |  | 2001
|--------------------------------------------- | ------------------------------------------------- | ------------------------------------------- | ---------- | ------- | ---------- | ---------- | ------ |  | ----
|                                             
|Net
earnings                                  |                                                   |                                             | $2,031,878 |         |            | $1,541,223
|                                             
|Other comprehensive income (loss), net of tax
|                                              | Unrealized gains (losses) on securities available
|                                              |                                                   | for sale arising during the period, net    
|                                              |                                                   | of income tax benefit of $5,030 in 2002 and
|                                              |                                                   | income tax expense of $7,906 in 2001        |            | (8,207) |            |            | 12,899
|                                             
|Comprehensive income                          |                                                   | $2,023,671                                  |            |         | $1,554,122
|                                             

The accompanying notes are an integral part of these statements.

**First Independence Corporation and Subsidiary**

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Years ended September 30, 2002 and 2001

|                                     | Commonstock | Additionalpaid-incapital | Retainedearnings | Accumulatedothercomprehensiveincome (loss),net | Requiredcontributionsfor sharesacquiredby ESOP | Treasurystock | Total        
|------------------------------------ | ----------- | ------------------------ | ---------------- | ---------------------------------------------- | ---------------------------------------------- | ------------- | -------------
|                                     |             |                          |                  |                                                |                                                |               |              
|Balance at October 1, 2000           | $16,493     | $8,190,682               | $11,863,034      | $(4,692)                                       | $(106,632)                                     | $(6,194,540)  | $13,764,345  
|Net earnings for the year            | --          | --                       | 1,541,223        | --                                             | --                                             | --            | 1,541,223    
|Cash dividends of $.4375 per share   | --          | --                       | (436,111)        | --                                             | --                                             | --            | (436,111)    
|Common stock options exercised       | --          | (17,008)                 | --               | --                                             | --                                             | 147,898       | 130,890      
|Appreciation of securities available
|for sale                             | --          | --                       | --               | 12,899                                         | --                                             | --            | 12,899       
|ESOP loan repayments                 | --          | --                       | --               | --                                             | 20,311                                         | --            | 20,311       
|Fair value adjustment on ESOP       
|shares committed for release         | --          | 5,840                    | --               | --                                             | --                                             | --            | 5,840        
|Purchase of 66,687 shares of        
|treasury stock                       | --          | --                       | --               | --                                             | --                                             | (864,313)     | (864,313)    
|**                                  
|Balance at September 30, 2001        | 16,493      | 8,179,514                | 12,968,146       | 8,207                                          | (86,321)                                       | (6,910,955)   | 14,175,084   
|                                    
|Net earnings for the year            | --          | --                       | 2,031,878        | --                                             | --                                             | --            | 2,031,878    
|Cash dividends of $.4875 per share   | --          | --                       | (463,139)        | --                                             | --                                             | --            | (463,139)    
|Common stock options exercised       | --          | (28,058)                 | --               | --                                             | --                                             | 178,024       | 149,966      
|Depreciation of securities available
|for sale                             | --          | --                       | --               | (8,207)                                        | --                                             | -             | (8,207)      
|ESOP loan repayments                 | --          | --                       | --               | --                                             | 20,311                                         | --            | 20,311       
|Fair value adjustment on ESOP       
|shares committed for release         | --          | 11,783                   | --               | --                                             | --                                             | --            | 11,783       
|Purchase of 88,579 shares of        
|treasury stock                       | --          | --                       | --               | --                                             | --                                             | (1,340,782)   | (1,340,782)**
|**                                  
|Balance at September 30, 2002        | $16,493     | $8,163,239               | $14,536,885      | $--                                            | $(66,010)                                      | $(8,073,713)  | $14,576,894  
|                                    

The accompanying notes are an integral part of these statements.

**First Independence Corporation and Subsidiary**

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended September 30,

|                                     |                                                          |                                  |                                                       |                                            |             | 2002        |           | 2001  
|------------------------------------ | -------------------------------------------------------- | -------------------------------- | ----------------------------------------------------- | ------------------------------------------ | ----------- | ----------- | --------- | ------
|                                    
|Cash flows from operating activities
|                                     | Net earnings                                             | $2,031,878                       |                                                       | $1,541,223                                
|                                     | Adjustments to reconcile net earnings to net cash       
|                                     |                                                          | provided by operating activities
|                                     |                                                          |                                  | Provision for loan losses                             | 220,425                                    |             | 177,000    
|                                     |                                                          |                                  | Depreciation                                          | 155,005                                    |             | 143,163    
|                                     |                                                          |                                  | Amortization of premiums and discounts on            
|                                     |                                                          |                                  |                                                       | investments and mortgage-backed securities |             | 35,554      |           | 24,209
|                                     |                                                          |                                  | Amortization of deferred loan origination fees        | (211,813)                                  |             | (246,850)  
|                                     |                                                          |                                  | Amortization of expense related to employee          
|                                     |                                                          |                                  |                                                       | benefit plans                              | 32,094      |             | 26,151   
|                                     |                                                          |                                  | Negative goodwill                                     | (681,922)                                  |             | (94,058)   
|                                     |                                                          |                                  | (Gain) loss on sale of real estate acquired          
|                                     |                                                          |                                  |                                                       | through foreclosure, net                   | 15,578      |             | (42,768) 
|                                     |                                                          |                                  | Deferred income taxes                                 | 94,916                                     |             | 2,848      
|                                     |                                                          |                                  | Gains on sales of loans receivable held for sale      | (1,541)                                    |             | -          
|                                     |                                                          |                                  | Originations of loans receivable held for sale        | (235,120)                                  |             | --         
|                                     |                                                          |                                  | Proceeds from sales of loans receivable held for sale | 148,661                                    |             | -          
|                                     |                                                          |                                  | Increase (decrease) in cash due to changes in        
|                                     |                                                          |                                  |                                                       | Accrued interest receivable                | 174,077     |             | 15,367   
|                                     |                                                          |                                  |                                                       | Other assets                               | (93,667)    |             | (9,254)  
|                                     |                                                          |                                  |                                                       | Accrued expenses and other liabilities     | (5,967)     |             | (34,801) 
|                                     |                                                          |                                  |                                                       | Income taxes payable                       | (109,404)   |             | (26,023) 
|                                     |                                                          |                                  |                                                       | Net cash provided by operating activities  | 1,568,754   |             | 1,476,207
|                                    
|Cash flows from investing activities
|                                     | Proceeds from maturities and repayment of securities    
|                                     |                                                          | Available for sale               | 1,000,000                                             |                                            | 1,000,000  
|                                     |                                                          | Held to maturity                 | 4,915,665                                             |                                            | 9,740,084  
|                                     | Purchase of securities                                  
|                                     |                                                          | Held to maturity                 | (13,284,410)                                          |                                            | (5,997,188)
|                                     | Loan purchases                                           | --                               |                                                       | (614,731)                                 
|                                     | Net (increase) decrease in loans                         | 13,317,156                       |                                                       | (7,245,857)                               
|                                     | Purchase of Federal Home Loan Bank stock                 | --                               |                                                       | (310,000)                                 
|                                     | Capital expenditures                                     | (304,220)                        |                                                       | (211,950)                                 
|                                     | Proceeds from redemption of Federal Home Loan Bank Stock | 268,200                          |                                                       | -                                         
|                                     | Proceeds from sale of real estate acquired through      
|                                     |                                                          | foreclosure                      | 653,714                                               |                                            | 359,811    
|                                     |                                                          |                                  | Net cash provided by (used in) investing activities   | 6,566,105                                  |             | (3,279,831)
|                                    

**First Independence Corporation and Subsidiary**

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

Year ended September 30,

|                                                      |                                                    |                                           |               |              |               | 2002      |  | 2001
|----------------------------------------------------- | -------------------------------------------------- | ----------------------------------------- | ------------- | ------------ | ------------- | --------- |  | ----
|                                                     
|Cash flows from financing activities                 
|                                                      | Net increase in deposits                           | $4,652,296                                |               | $9,441,628  
|                                                      | Net increase (decrease) in advances from borrowers
|                                                      | for taxes and insurance                            |                                           | (90,858)      |              | 3,715        
|                                                      | Advances from Federal Home Loan Bank               | 7,200,000                                 |               | 28,900,000  
|                                                      | Repayment of Federal Home Loan Bank advances       | (8,200,000)                               |               | (35,000,000)
|                                                      | Cash dividends paid                                | (463,139)                                 |               | (436,111)   
|                                                      | Purchase of treasury stock                         | (1,340,782)                               |               | (809,051)   
|                                                      | Stock options exercised                            | 149,966                                   |               | 75,628      
|                                                      |                                                    | Net cash provided by financing activities |               | 1,907,483    |               | 2,175,809
|Net increase in cash and cash equivalents             | 10,042,342                                         |                                           | 372,185      
|Cash and cash equivalents at beginning of year        | 2,293,227                                          |                                           | 1,921,042    
|Cash and cash equivalents at end of year              | $12,335,569                                        |                                           | $  2,293,227 
|**Supplemental disclosures of cash flow information**
|                                                      | Cash paid during the year for                     
|                                                      | Income taxes                                       |                                           | $     819,718 |              | $     857,218
|                                                      | Interest                                           |                                           | 5,593,654     |              | 7,022,819    
|                                                      | Noncash investing and financing activities        
|                                                      | Transfer from loans to real estate acquired       
|                                                      | through foreclosure                                |                                           | 1,314,425     |              | 546,537      
|                                                      | Issuance of loans receivable in connection with   
|                                                      | the sale of real estate acquired through          
|                                                      | foreclosure                                        |                                           | 309,054       |              | 230,350      
|                                                      | Common stock received in payment of stock options 
|                                                      | exercised                                          |                                           | 60,690        |              | 55,262       
|                                                     

The accompanying notes are an integral part of these statements.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2002 and 2001

**NOTE A - SUMMARY OF ACCOUNTING POLICIES**

First Independence Corporation (the "Corporation") is a savings and loan holding company whose activities are
primarily limited to holding the stock of First Federal Savings and Loan Association of Independence (the
"Association").  Future references to the Corporation or the Association are utilized herein as the context requires.
The Association conducts a general banking business in southeastern Kansas which consists of attracting deposits
from the general public and applying those funds to the origination of loans for residential, consumer and
nonresidential purposes and the purchase of investment and mortgage-backed securities.  The Association's
profitability is significantly dependent on net interest income, which is the difference between interest income
generated from interest-earning assets (i.e., loans and investments) and the interest expense paid on interest-bearing
liabilities (i.e., customer deposits and borrowed funds).  Net interest income is affected by the relative amount of
interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances.  The level
of interest rates paid or received by the Association can be significantly influenced by a number of environmental
factors, such as governmental monetary policy, that are outside of management's control.

The consolidated financial information presented herein has been prepared in accordance with accounting principles
generally accepted in the United States of America ("US GAAP") and general accounting practices within the
financial services industry.  In preparing consolidated financial statements in accordance with US GAAP,
management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period.  Actual results could differ from such estimates.  Material estimates that are
particularly susceptible to significant change in the near term relate to the determination of the allowance for loan
losses and the valuation of real estate acquired through foreclosure.

The following is a summary of the Corporation's significant accounting policies which have been consistently
applied in the preparation of the accompanying consolidated financial statements.

1.	*Principles of consolidation*

The consolidated financial statements include the accounts of First Independence Corporation and its wholly-owned
subsidiary, First Federal Savings and Loan Association of Independence.  All significant intercompany balances and
transactions have been eliminated.

2.	*Cash equivalents*

For purposes of reporting cash flows, cash and cash equivalents include cash, due from banks, federal funds sold
and other overnight deposits.

3.	*Investment securities and mortgage-backed securities*

Investment securities and mortgage-backed securities are classified in three categories and accounted for as follows:
(a) debt securities that the Corporation has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost, (b) debt and equity securities that are bought and held principally
for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with
unrealized gains and losses included in earnings and (c) debt and equity securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with
unrealized gains and losses excluded from earnings and reported as the sole component of accumulated other
comprehensive income in stockholders' equity.

Premiums and discounts on investment securities are amortized to operations over the term of the security using the
level yield method.  Premiums and discounts on mortgage-backed securities are amortized and accreted to operations
using the level yield method over the estimated life of the underlying loans collateralizing the securities.  Gains and
losses on the sale of securities designated as available for sale are recorded using the specific identification method.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued**

4.	*Loans receivable*

Loans receivable that management has the intent and ability to hold until maturity or pay-off are reported at their
outstanding principal balance, adjusted for charge-offs, the allowance for loan losses, unearned discounts and net
deferred loan origination fees.

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan
losses charged to earnings.  Loan losses are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed.  Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management's
periodic review of the collectibility of the loans based on historical experience, the nature and volume of the loan
portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying
collateral and prevailing economic conditions.  This evaluation is inherently subjective as it requires estimates that
are susceptible to significant revision as more information becomes available.

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

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the
Corporation does not separately identify individual 1-4 family residential real estate, home equity or consumer loans
for impairment disclosures.

Uncollectible interest on loans that are contractually past due is charged off or an allowance is established based on
management's periodic evaluation.  The allowance is established by a charge to interest income equal to all interest
previously accrued.  Income is subsequently recognized only to the extent cash payments are received until, in
management's judgment, the borrower's ability to make periodic interest and principal payments is back to normal,
in which case the loan is returned to accrual status.  If the collection of principal in whole or in part is in doubt, all
payments received on nonaccrual loans are credited to principal until such doubt is eliminated.

5.	*Loan origination fees and related costs*

Loan origination fees received, net of certain direct origination costs are deferred on a loan-by-loan basis and
amortized to interest income over the contractual life of the loan using the interest method, giving effect to actual
loan prepayments.  Loan origination costs are considered to be direct costs attributable to originating a loan.

6.	*Loans held for sale*

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value
in the aggregate.  Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued**

7.	*Real estate acquired through foreclosure*

Real estate properties acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at
fair value at the date of foreclosure establishing a new cost basis.  Subsequent to foreclosure, valuations are
periodically performed by management and the real estate is carried at the lower of carrying amount or fair value
less cost to sell.  Revenue and expenses from operations and changes in the valuation allowance are included in net
expenses from foreclosed assets.

8.	*Premises and equipment*

Premises and equipment are carried at cost less accumulated depreciation.  Depreciation is included in occupancy
and equipment expense and is provided by the straight-line method over the following estimated useful lives:

|                                  | Years
|--------------------------------- | -----
|Building                          | 8-50 
|Furniture, fixtures and equipment | 5-20 
|Automobiles                       | 5    

The costs of maintenance and repairs are charged to operations as incurred.  The costs of significant additions,
renewals and betterments to depreciable properties are capitalized and depreciated over the remaining or extended
estimated useful lives of the properties.  Gains and losses on disposition of property and equipment are included in
operations.

9.	*Employee stock ownership plan*

The Corporation sponsors a leveraged employee stock ownership plan (ESOP).  The ESOP holds company stock
which serves as collateral for the ESOP debt.  As shares are released from collateral, the Corporation reports
compensation expense equal to the current market price of the shares, and the shares become outstanding for
earnings-per-share ("EPS") computations.  Dividends on released and allocated ESOP shares are recorded as a
reduction of retained earnings; dividends on unallocated ESOP shares are recorded as compensation cost.

10.	*Stock-based compensation*

The Corporation uses the intrinsic value based method of accounting for stock options.  Under the intrinsic method,
compensation cost for stock options is measured as the excess, if any, of the quoted market price of the
Corporation's stock over the exercise price at the measurement date.

11.	*Income taxes*

First Independence Corporation and its subsidiary file a consolidated federal income tax return.  Deferred tax assets
and liabilities are determined based on the differences between the financial accounting and tax basis of assets and
liabilities.  Deferred tax assets or liabilities at the end of each period are determined using the currently enacted tax
rate expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be
settled or realized.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE A - SUMMARY OF ACCOUNTING POLICIES - Continued**

12.	*Earnings per share*

Basic earnings per share is computed by dividing net earnings by the weighted average number of common
shares outstanding during the year.  Diluted earnings per share is computed by dividing net earnings by the
weighted average number of common shares outstanding during the year plus the common share equivalents
related to outstanding stock options.  Weighted average common shares outstanding and diluted shares deemed
outstanding are as follows:

|                                                                   | Year endedSeptember 30,
|------------------------------------------------------------------ | -----------------------
|                                                                   | 2002                   
|                                                                   |                        
|Weighted average common shares outstanding                         | 945,878                
|Common share equivalents related to outstanding stock options      | 28,607                 
|                                                                   |                        
|Adjusted weighted average common shares   deemed to be outstanding | 974,485                

Common shares outstanding exclude unallocated and committed shares held by the ESOP trust.

**NOTE B - CHANGE IN ACCOUNTING PRINCIPLE**

The Corporation elected to adopt Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations
and SFAS No. 142, Goodwill and Other Intangible Assets effective October 1, 2001.  SFAS 141 requires that the
amount of any unamortized deferred credit related to an excess of fair value of acquired net assets over cost (negative
goodwill) arising from a business combination for which the acquisition date was before July 1, 2001, be written off
and recognized as the effect of a change in accounting principle.

The cumulative effect of this change in accounting for negative goodwill of $681,922 is determined as of October 1,
2001 and is reported separately in the consolidated statement of earnings for the year ended September 30, 2002.
There is no income tax effect as a result of this change.  Prior years' financial statements have not been restated to
apply the provisions of SFAS 141.

The effect on net earnings for the year ended September 30, 2002 of adopting SFAS 141 was to increase net earnings
$587,864 and basic and diluted earnings per share $.62 and $.60, respectively.

The following pro forma schedule summarizes the net earnings and per share data for the year ended September 30,
2001 as if the accounting change was made retroactively.

|                                         | Year endedSeptember 30, 2001
|---------------------------------------- | ----------------------------
|Net earnings - as reported               | $1,541,223                  
|Net earnings - pro forma                 | 1,447,165                   
|Basic earnings per share - as reported   | $         1.55              
|Basic earnings per share - pro forma     | 1.46                        
|Diluted earnings per share - as reported | 1.49                        
|Diluted earnings per share - pro forma   | 1.40                        

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001****

**NOTE C - INVESTMENT SECURITIES**

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of investment securities
are as follows:

|                                       | September 30, 2002
|-------------------------------------- | ------------------
|Held to maturity                       | Amortizedcost     
|                                       |                   
|U.S. Government and agency obligations | $10,122,133       
|Municipal securities                   | 198,485           
|                                       | $10,320,618       
|                                       | September 30, 2001
|Held to maturity                       | Amortizedcost     
|                                       |                   
|U.S. Government and agency obligations | $3,997,262        
|Municipal securities                   | 197,251           
|                                       | $4,194,513        
|                                      
|                                      
|Available for sale                     |                   
|                                       |                   
|U.S. Government agency obligations     | $1,000,462        

The amortized cost and estimated fair value of investment securities at September 30, 2002, by term to maturity are
as follows:

|                          | Amortizedcost | Estimatedfairvalue
|------------------------- | ------------- | ------------------
|Held to maturity         
|Due in less than one year | $  1,000,000  | $  1,018,400      
|Due in one to two years   | 4,074,192     | 4,113,900         
|Due in two to five years  | 5,246,426     | 5,415,921         
|                          | $10,320,618   | $10,548,221       

Investment securities with an estimated fair value of $6,262,260 and $5,052,550 at September 30, 2002 and 2001,
respectively, are pledged to secure government deposits.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE D - MORTGAGE-BACKED SECURITIES**

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of mortgage-backed
securities are summarized as follows:

|                                    | September 30, 2002
|----------------------------------- | ------------------
|Held to maturity                    | Amortizedcost     
|                                    |                   
|GNMA certificates                   | $     27,135      
|FHLMC certificates                  | 1,556,531         
|FNMA certificates                   | 5,444,276         
|Collateralized mortgage obligations |                   
|FHLMC                               | 849,920           
|FNMA                                | 1,610,508         
|                                    | $9,488,370        
|                                    |                   
|                                    |                   

|                                    | September 30, 2001
|----------------------------------- | ------------------
|Held to maturity                    | Amortizedcost     
|                                    |                   
|GNMA certificates                   | $     27,839      
|FHLMC certificates                  | 2,305,770         
|FNMA certificates                   | 1,895,740         
|Collateralized mortgage obligations |                   
|FHLMC                               | 1,050,742         
|FNMA                                | 2,000,731         
|                                    | $7,280,822        
|                                    |                   
|                                    |                   

Mortgage-backed securities generally mature ratably over the 30-year term of the underlying loans collateralizing
the securities.  Expected maturities on mortgage-backed securities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Mortgage-backed securities with an estimated fair value of $5,417,093 and $7,280,004 at September 30, 2002 and
2001, respectively, are pledged to secure government and other deposits.

******First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

******NOTE E - LOANS RECEIVABLE**

Loans receivable at September 30 are summarized as follows:

|                                 | 2002         | 2001        
|-------------------------------- | ------------ | ------------
|                                
|First mortgage loans            
|One-to-four family residences    | $86,898,362  | $93,534,426 
|Multi-family residences          | 1,094,113    | 864,571     
|Nonresidential                   | 9,924,434    | 12,238,965  
|Construction                     | 22,900,470   | 32,731,094  
|                                
|Total first mortgage loans       | 120,817,379  | 139,369,056 
|                                
|Consumer and other loans        
|Savings                          | 466,360      | 486,793     
|Automobile                       | 2,337,795    | 2,540,700   
|Home equity and second mortgages | 1,413,040    | 1,300,883   
|Unsecured home improvement       | 79,082       | 86,425      
|Other                            | 753,868      | 748,886     
|                                
|Total consumer and other loans   | 5,050,145    | 5,163,687   
|                                
|Less                            
|Allowance for loan losses        | (828,335)    | (722,682)   
|Loans in process                 | (6,176,305)  | (10,613,506)
|Unearned discounts               | (5,066)      | (6,453)     
|Deferred loan origination fees   | (279,370)    | (351,871)   
|                                
|                                 | (7,289,076)  | (11,694,512)
|                                
|Net loans receivable             | $118,578,448 | $132,838,231
|                                

Activity in the allowance for loan losses is summarized as follows for the years ended September 30:

|                                           | 2002      | 2001     
|------------------------------------------ | --------- | ---------
|Balance at beginning of year               | $ 722,682 | $ 758,333
|Provision                                  | 220,425   | 177,000  
|Loans charged off                          | (121,569) | (212,651)
|Recoveries of loans previously charged off | 6,797     | --       
|Balance at end of year                     | $ 828,335 | $ 722,682



**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

******NOTE E - LOANS RECEIVABLE - Continued**

The Association's lending efforts have historically focused on one-to-four family residential real estate loans, which
comprise approximately 69% (2002) and 65% (2001) of the total loan portfolio.  Approximately 2% (2002 and 2001)
of the Association's one-to-four family residential real estate loans are collateralized by properties located outside
of the primary lending area of Montgomery and surrounding Kansas counties.  Generally, such loans have been
underwritten on the basis of 80% to 90% loan-to-value ratio or mortgage insurance was required.  The Association,
as with any lending institution, is subject to the risk that real estate values could deteriorate in its primary lending
area thereby impairing collateral values.  Management believes, however, that real estate values in the Association's
primary lending area are currently stable.

During the year ended September 30, 1998 the Association began originating construction loans at its new loan
production office in Lawrence, Kansas.  These construction loans generally are to builders and individuals for the
construction of residences and have terms of nine months or less with permanent financing provided by other
lenders.  Construction loans comprise approximately 18% (2002) and 23% (2001) of the Association's total loan
portfolio.

Approximately 9% (2002 and 2001) of the loan portfolio is comprised of nonresidential and multi-family real estate
loans with approximately 2% (2002 and 2001) of this total collateralized by properties located outside the
Association's primary lending area.

Serviced loans were $611,718 and $559,530 at September 30, 2002 and 2001, respectively.

In the normal course of business, the Association makes loans to directors, executive officers and related entities.
An analysis of aggregate loan activity with this group is as follows:

|Loans outstanding at October 1, 2001    | $  680,886 
|--------------------------------------- | -----------
|Repayments                              | (114,715)  
|Loans outstanding at September 30, 2002 | $   566,171

Loan impairment is measured by estimating the expected future cash flows and discounting them at the respective
effective interest rate or by valuing the underlying collateral.  The recorded investment in these loans and the
valuation allowance for losses related to loan impairment at September 30, 2001 are as follows:

|Principal amount of impaired loans   | $  670,095
|------------------------------------ | ----------
|Less valuation allowance             | (3,505)   
|                                     | $  636,590
|Average investment in impaired loans | $  428,577

There were no impaired loans at September 30, 2002 that are not collectively evaluated in large groups of
smaller balance homogeneous loans.

******First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

******NOTE F - ACCRUED INTEREST RECEIVABLE**

Accrued interest receivable at September 30 is summarized as follows:

|                           | 2002       | 2001      
|-------------------------- | ---------- | ----------
|Loans receivable           | $675,660   | $860,870  
|Investment securities      | 48,156     | 38,678    
|Mortgage-backed securities | 46,713     | 45,058    
|                           | $  770,529 | $  944,606

**NOTE G - PREMISES AND EQUIPMENT**

Premises and equipment at September 30 are summarized as follows:

|                                  | 2002       | 2001      
|--------------------------------- | ---------- | ----------
|Land                              | $  206,789 | $74,958   
|Building                          | 1,473,924  | 1,451,459 
|Furniture, fixtures and equipment | 700,246    | 669,426   
|Automobiles                       | 29,499     | 29,499    
|                                  | 2,410,458  | 2,225,342 
|Less accumulated depreciation     | 899,770    | 753,313   
|                                  | $1,510,688 | $1,472,029

**NOTE H - FORECLOSED ASSETS**

A summary of income (expenses) applicable to foreclosed assets is as follows for the years ended September 30:

|                                            | 2002        | 2001     
|------------------------------------------- | ----------- | ---------
|Gain (loss) on sale of real estate acquired
|through foreclosure, net                    | $   (4,858) | $ 42,768 
|Operating expenses                          | (162,197)   | (37,667) 
|Foreclosed asset income (expense), net      | $(167,055)  | $   5,101

Operating expenses on foreclosed assets consist primarily of property taxes and general maintenance expenses on
the properties held.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE I - DEPOSITS**

Deposits at September 30 are summarized as follows:

|                              | Weightedaverage rate atSeptember 30, | 2002  | 2001         
|----------------------------- | ------------------------------------ | ----- | -------------
|                             
|                             
|                              | 2002                                 | 2001  | Amount       
|                              |                                      |       |              
|NOW accounts                  | .25%                                 | 1.28% | $   5,293,229
|First Super NOW accounts      | .49                                  | 1.52  | 3,164,836    
|First Money Fund accounts     | 1.90                                 | 3.61  | 27,207,762   
|Total demand deposits         | 1.60                                 | 3.16  | 35,665,827   
|                              |                                      |       |              
|Passbook savings accounts     | 1.26                                 | 2.71  | 6,208,341    
|                             
|Certificates of deposit      
|1.00% to 1.99%                | 1.74                                 | --    | 1,151,389    
|2.00% to 2.99%                | 2.76                                 | --    | 6,771,211    
|3.00% to 3.99%                | 3.41                                 | 3.63  | 31,576,069   
|4.00% to 4.99%                | 4.58                                 | 4.70  | 11,891,821   
|5.00% to 5.99%                | 5.58                                 | 5.59  | 11,728,531   
|6.00% to 6.99%                | 6.14                                 | 6.33  | 3,228,272    
|Total certificates of deposit | 4.04                                 | 5.58  | 66,347,293   
|Total savings                 | 3.80                                 | 5.37  | 72,555,634   
|Total deposits                | 3.08                                 | 4.62  | $108,221,461 

The aggregate amount of certificates of deposit and savings with a minimum denomination of $100,000 was
$10,045,337 and $7,617,501 at September 30, 2002 and 2001, respectively.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

******NOTE I - DEPOSITS - Continued**

Scheduled maturities of certificates of deposit are as follows:

|September 30, 2002 |                   |                    |                    |              
|------------------ | ----------------- | ------------------ | ------------------ | -------------
|                   | Less thanone year | One tothree years  | Three tofive years | Total        
|                   |                   |                    |                    |              
|1.00% to 1.99%     | $   1,151,389     | $               -- | $              --  | $   1,151,389
|2.00% to 2.99%     | 5,436,802         | 1,334,409          | --                 | 6,771,211    
|3.00% to 3.99%     | 21,409,544        | 10,067,062         | 99,453             | 31,576,069   
|4.00% to 4.99%     | 7,264,897         | 1,209,067          | 3,417,857          | 11,891,821   
|5.00% to 5.99%     | 6,967,906         | 3,013,711          | 1,746,914          | 11,728,531   
|6.00% to 6.99%     | 122,190           | 1,689,426          | 1,416,646          | 3,228,272    
|                   | $42,352,728       | $17,313,685        | $6,680,880         | $66,347,293  
|                   |                   |                    |                    |              
|September 30, 2001 |                   |                    |                    |              
|                   | Less thanone year | One tothree years  | Three tofive years | Total        
|                   |                   |                    |                    |              
|3.00% to 3.99%     | $   1,252,802     | $         9,352    | $               -  | $   1,262,154
|4.00% to 4.99%     | 5,736,916         | 6,730,823          | 68,952             | 12,536,691   
|5.00% to 5.99%     | 20,455,157        | 9,011,860          | 2,514,776          | 31,981,793   
|6.00% to 6.99%     | 14,496,872        | 658,207            | 2,515,472          | 17,670,551   
|                   | $41,941,747       | $16,410,242        | $5,099,200         | $63,451,189  
|                   |                   |                    |                    |              

Interest expense on deposits for the years ended September 30 is summarized as follows:

|                                                      | 2002         | 2001        
|----------------------------------------------------- | ------------ | ------------
|NOW accounts                                          | $    11,437  | $    74,125 
|First Super NOW and First Money Fund accounts         | 673,961      | 1,152,193   
|Certificates of deposit and passbook savings accounts | 3,194,624    | 3,467,283   
|                                                      | $  3,880,022 | $  4,693,601

******NOTE J - ADVANCES FROM FEDERAL HOME LOAN BANK**

Advances from the Federal Home Loan Bank at September 30 consist of the following:

|                        | 2002         | 2001        
|----------------------- | ------------ | ------------
|                        | Rates        | Amount      
|                        |              |             
|Fixed rates             | 4.02 - 5.65% | $  5,000,000
|Fixed rate convertible* | 4.60 - 6.34  | 27,000,000  
|                        |              | $32,000,000 

*The Federal Home Loan Bank has the option to convert $16,000,000 in the year ending 2003 and $11,000,000 in
the year ending 2004 to its variable short-term rate.  These advances are due in 2008 through 2011 unless converted,
at which time the Corporation has the option to prepay the advances.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

******NOTE J - ADVANCES FROM FEDERAL HOME LOAN BANK - Continued**

The Association can borrow a maximum of approximately $62,000,000 from the Federal Home Loan Bank at
September 30, 2002.

Assets of the Association are subject to a blanket pledge agreement to collateralize the advances.

Aggregate maturities for the years following September 30, 2002 are as follows:

|2003       | $1,371,553 
|---------- | -----------
|2004       | 499,800    
|2005       | 498,412    
|2006       | 379,033    
|2007       | 351,310    
|Thereafter | 28,899,892 
|           | $32,000,000

**NOTE K - EMPLOYEE BENEFITS**

****The Corporation sponsors a leveraged employee stock ownership plan ("ESOP") that covers all full-time employees.
All employees of the Corporation are eligible to participate in the ESOP after they attain age 21 and complete one
year of service during which they work at least 1,000 hours.  The Corporation makes annual contributions to the
ESOP equal to at least the ESOP's debt service.  All dividends received by the ESOP are credited to the employee's
stock ownership account.  The unallocated ESOP shares are pledged as collateral for its debt.  As the debt is repaid,
shares are released from collateral and allocated to active employees, based on the proportion of debt service paid in
the year.  Accordingly, unpaid ESOP debt is reflected as a deduction from stockholders' equity.  ESOP compensation
expense was $156,158 and $150,740 (including annual $120,000 cash contributions) for the years ended September
30, 2002 and 2001, respectively.

****The ESOP shares as of September 30, 2002 were as follows:

|Allocated shares                                      | 111,442 
|----------------------------------------------------- | --------
|Unreleased shares                                     | 7,007   
|Total ESOP shares                                     | 118,449 
|Fair value of unreleased shares at September 30, 2002 | $109,029

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE K - EMPLOYEE BENEFITS - Continued**

The Corporation has adopted a Stock Option and Incentive Plan (SOP) for designated participants. The SOP provides
for up to 145,474 shares of common stock to be issued to participants.  The option price of any options granted may
not be less than the market value of the common stock on the date of the grant and unless otherwise specified, the
options expire ten years from the date of the grant.  All options outstanding at September 30, 2002 are exercisable
except 6,164 options which vest equally over five years from the date of the grant.  A summary of the Corporation's
stock option plan as of September 30, 2002 and 2001 and changes during the years ended as of those dates is
presented below:

|                                  | Shares   | Weightedaverageexerciseprice
|--------------------------------- | -------- | ----------------------------
|                                  |          |                             
|Outstanding at October 1, 2000    | 99,729   | $   5.74                    
|Issued                            | 3,000    | 13.28                       
|Exercised                         | (24,963) | 5.24                        
|Forfeited                         | (900)    | 10.06                       
|Outstanding at September 30, 2001 | 76,866   | 5.97                        
|Exercised                         | (27,539) | 5.45                        
|Outstanding at September 30, 2002 | 49,327   | 6.27                        
|Exercisable                       |          |                             
|September 30, 2001                | 68,121   | $   5.28                    
|September 30, 2002                | 43,163   | 5.52                        

Options outstanding at September 30, 2002 are summarized as follows:

| | Shares |  | Exerciseprice |  | Remaininglife    
| | ------ |  | ------------- |  | -----------------
| |        |  |               |  |                  
| | 37,168 |  | $   5.00      |  | 1 year           
| | 1,000  |  | 14.63         |  | 5 years 1 month  
| | 8,159  |  | 10.06         |  | 6 years 4 months 
| | 3,000  |  | 13.28         |  | 8 years 10 months
| | 49,327 |  |               |  |                  

The stock option plan is accounted for under APB Opinion 25 and related interpretations.  The options are exercisable
at not less than the market value of the Corporation's stock on the date of grant.  Accordingly, no compensation cost
has been recognized for the plan.  Had compensation cost for the plan been determined based on the fair value of the
options at the grant dates consistent with the fair value method of Statement of Financial Accounting Standards 123,
*Accounting for Stock-Based Compensation* (SFAS 123), the Corporation's net earnings and earnings per share for
the years ended September 30 would have been reduced to the pro forma amounts indicated below.

| |                            | 2002       | 2001      
| | -------------------------- | ---------- | ----------
| |                            |            |           
| | Net earnings - as reported | $2,031,878 | $1,541,223
| | Net earnings - pro forma   | 2,021,159  | 1,530,504 
| | Earnings per share         |            |           
| | Basic - as reported        | $1.43      | $1.55     
| | Basic - pro forma          | 1.42       | 1.54      
| | Diluted - as reported      | 1.39       | 1.49      
| | Diluted - pro forma        | 1.38       | 1.48      

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE K - EMPLOYEE BENEFITS - Continued**

The fair value of each option grant is estimated on the date of grant using the Black-Scholes options-pricing model.

The Association participates in a defined benefit multi-employer pension plan.  Substantially all employees are
eligible and benefits are based on the employee's salary and years of service.  No contribution was made or required
to be made by the Association for the years ended September 30, 2002 and 2001 due to the plan's overfunded status.
Separate actuarial disclosure information is not available due to the plan being a multi-employer pension plan.

**NOTE L - INCOME TAXES**

Income tax expense for the years ended September 30 consists of the following:

|         | 2002     | 2001    
|-------- | -------- | --------
|Current  | $682,314 | $810,801
|Deferred | 94,916   | 2,848   
|         | $777,230 | $813,649

Reconciliation of income tax expense computed at the federal statutory rate of 34% and income tax expense for the
years ended September 30 is as follows:

|                                                 | 2002     | 2001    
|------------------------------------------------ | -------- | --------
|Income tax expense at statutory rate             | $723,243 | $800,656
|Kansas privilege tax, net of federal tax benefit | 59,438   | 66,322  
|Nondeductible ESOP fair value adjustment         | 4,356    | 2,159   
|Other                                            | (9,807)  | (55,488)
|                                                 | $777,230 | $813,649

The tax effects of temporary differences that give rise to deferred tax assets and liabilities at September 30 are as
follows:

|                                       | 2002      | 2001      
|-------------------------------------- | --------- | ----------
|Deferred tax assets                   
|Allowance for loan losses              | $307,333  | $281,194  
|Accrued bonuses                        | 18,870    | 15,540    
|Depreciation of property and equipment | 80,148    | 85,005    
|Total deferred tax assets              | 406,351   | 381,739   
|Deferred tax liabilities              
|Securities available for sale          | --        | 4,931     
|Federal Home Loan Bank stock dividends | 286,084   | 348,318   
|Other                                  | 26,309    | 34,479    
|Total deferred tax liabilities         | 312,393   | 387,728   
|Net deferred tax asset (liability)     | $  93,958 | $  (5,989)

******First Independence Corporation and Subsidiary**

****NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE L - INCOME TAXES - Continued**

Prior to 1997 the Association was allowed a special bad debt deduction, generally limited to 8% of otherwise taxable
income subject to certain limitations based on aggregate loans and deposit account balances at the end of the year.
If the amounts that qualified as deductions for federal income taxes are later used for purposes other than for bad
debt losses, including distributions in liquidation, such distributions will be subject to federal income taxes at the
then current corporate income tax rate.  Retained earnings at September 30, 2002, includes approximately $2.9
million for which federal income taxes have not been provided.  The amount of unrecognized deferred tax liability
relating to the cumulative bad debt deduction at September 30, 2002, is approximately $1,000,000.

**NOTE M - STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL**

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

Quantitative measures established by regulation to ensure capital adequacy require the Association to maintain
minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets and of
Tier 1 (core) capital and tangible capital to adjusted total assets.  Management believes, as of September 30, 2002,
that the Association meets all capital adequacy requirements to which it is subject.

As of September 30, 2002, the most recent notification from the OTS categorized the Association as well capitalized
under the regulatory framework for prompt corrective action.  There are no conditions or events since that
notification that management believes have changed the Association's category.  To be categorized as well
capitalized the Association must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 (core) ratios as set
forth in the table below.

|                                         | Actual                 | Minimumcapital requirement | Minimum to be wellcapitalized underprompt correctiveaction provisions
|---------------------------------------- | ---------------------- | -------------------------- | ---------------------------------------------------------------------
|                                         | Amount                 | Ratio                      | Amount                                                               
|                                         | (Dollars in thousands)
|                                         |                        |                            |                                                                      
|As of September 30, 2002                 |                        |                            |                                                                      
|Total capital to risk-weighted assets    | $15,058                | 18.01%                     | $6,689                                                               
|Tier 1 capital to risk-weighted assets   | 14,230                 | 17.02                      | N/A                                                                  
|Core capital to adjusted tangible assets | 14,230                 | 9.12                       | 6,239                                                                
|Tangible capital to tangible assets      | 14,230                 | 9.12                       | 2,340                                                                
|As of September 30, 2001                 |                        |                            |                                                                      
|Total capital to risk-weighted assets    | $14,850                | 19.36%                     | $6,136                                                               
|Tier 1 capital to risk-weighted assets   | 14,127                 | 18.42                      | N/A                                                                  
|Core capital to adjusted tangible assets | 14,127                 | 9.25                       | 6,111                                                                
|Tangible capital to tangible assets      | 14,127                 | 9.25                       | 2,291                                                                

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE M - STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL - Continued**

Regulations of the OTS impose limitations on the payment of dividends and other capital distributions by savings
associations.  Under such regulations a savings association that immediately prior to and on a pro forma basis, after
giving effect to a proposed capital distribution, has total capital (as defined by OTS regulation) that is equal to or
greater than the amount of its fully phased-in capital requirement is generally permitted without OTS approval (but
subsequent to 30 days prior notice to the OTS of the planned dividend) to make capital distributions during a
calendar year in the amount of up to the greater of (1) 100% of its net earnings to date during the year plus an amount
equal to one-half of the amount by which its total capital to assets ratio exceeded its fully phased-in capital to assets
ratio at the beginning of the year or (2) 75% of its net income for the most recent four quarters.  Pursuant to such
OTS dividend regulations, the Association had the ability to pay dividends of approximately $4,100,000 to First
Independence Corporation at September 30, 2002.

**NOTE N - COMMITMENTS**

The Association is a party to financial instruments with off-balance sheet risk in the normal course of business to
meet the financing needs of its customers including commitments to extend credit.  Such commitments involve, to
varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the consolidated
balance sheets.  The contract or notional amounts of the commitments reflect the extent of the Association's
involvement in such financial instruments.

The Association's exposure to credit loss in the event of nonperformance by the other party to the financial
instrument for commitments to extend credit is represented by the contractual notional amount of those instruments.
The Association uses the same credit policies in making commitments and conditional obligations as those utilized
for on-balance sheet instruments.  The Association's commitments to extend credit at September 30, 2002 include
loans in process as disclosed in Note E, first mortgage loans with fixed rates ranging from 6.25% to 9.00%
aggregating $1,889,520 and unfunded lines of credit aggregating $749,753.  Commitments to extend credit are
agreements to lend to a customer as long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.
The commitments may expire without being drawn upon.  Therefore, the total commitment amounts do not
necessarily represent future cash requirements.  Collateral for loans in process and commitments are the same as for
other Association loans.  The commitment period is generally for forty-five days.

The Association has committed to construction of a branch facility with an estimated cost of $850,000.

**NOTE O - FAIR VALUE OF FINANCIAL INSTRUMENTS**

The following methods and assumptions were used to estimate the fair value of each class of financial instruments at
September 30, 2002 and 2001.

Cash and cash equivalents:  The balance sheet carrying amounts for cash and short-term instruments approximate the
estimated fair values of such assets.

Investment securities and mortgage-backed securities:  Fair values for investment securities and mortgage-backed securities
are based on quoted market prices, if available.  If quoted market prices are not available, fair values are based on quoted
market prices of comparable instruments.

Loans receivable:  For variable rate loans that reprice frequently and which entail no significant change in credit risk, fair
values are based on the carrying values.  The estimated fair values of fixed rate loans are estimated based on discounted
cash flow analyses using prepayment assumptions and interest rates currently offered for loans with similar terms to
borrowers of similar credit quality.  Nonperforming loans have not been discounted.  The carrying amount of accrued
interest receivable approximates its fair value.

**First Independence Corporation and Subsidiary**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 30, 2002 and 2001

**NOTE O - FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued**

Commitments to extend credit:  No premium or discount was ascribed to loan commitments because when funded virtually
all funding will be at current market rates.

Federal Home Loan Bank stock:  The balance sheet carrying amount approximates the stock's fair value.

Deposit liabilities:  The fair values estimated for demand deposits, NOW accounts, savings and certain types of money
market accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying
amounts).  The carrying amounts of variable rate, fixed-term money market accounts and certificates of deposit approximate
their fair values at the reporting date.  Fair values of fixed rate certificates of deposit are estimated using a discounted cash
flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly time deposit
maturities.  The carrying amount of accrued interest payable approximates its fair value.

Advances from Federal Home Loan Bank:  For variable rate advances fair values are considered equal to their carrying
values.  The estimated fair value of fixed rate advances are estimated based on discounted cash flow analysis using interest
rates currently offered for advances with similar terms.

The following table provides summary information on the fair value of financial instruments.  Such information does not
purport to represent the aggregate net fair value of the Corporation.  Further, the fair value estimates are based on various
assumptions, methodologies and subjective considerations, which vary widely among different financial institutions and
which are subject to change.  The carrying amounts are the amounts at which the financial instruments are reported in the
consolidated financial statements.

|                                            | 2002         
|------------------------------------------- | -------------
|                                            | Carrying     
|                                            | amount of    
|                                            | assets and   
|                                            | (liabilities)
|                                           
|Cash and cash equivalents                   | $12,335,569  
|Investment securities held to maturity      | 10,320,618   
|Mortgage-backed securities held to maturity | 9,488,370    
|Loans                                       | 119,406,783  
|Federal Home Loan Bank stock                | 1,996,800    
|Deposits                                    | (108,221,461)
|Advances from Federal Home Loan Bank        | (32,000,000) 
|                                           
|                                            | 2001         
|                                            | Carrying     
|                                            | amount of    
|                                            | assets and   
|                                            | (liabilities)
|                                           
|Cash and cash equivalents                   | $2,293,227   
|Investment securities held to maturity      | 4,194,513    
|Investment securities available for sale    | 1,013,700    
|Mortgage-backed securities held to maturity | 7,280,822    
|Loans                                       | 133,560,913  
|Federal Home Loan Bank stock                | 2,265,000    
|Deposits                                    | (103,569,165)
|Advances from Federal Home Loan Bank        | (33,000,000) 

**STOCKHOLDER INFORMATION**

---

|**Stock Listing Information**
First Federal Savings and Loan Association of Independence (the
"Association") converted from a mutual to a stock savings and loan
association effective October 5, 1993, and formed First
Independence Corporation (the "Company") to act as its holding
company.  The Company's common stock (the "Common Stock") is
traded on The Nasdaq SmallCap Market under the symbol "FFSL."


**Stock Price Information and Dividends**
As of December 2, 2002, there were approximately 187
shareholders of record of the Company's Common Stock, not
including those shares held in nominee or street name through
various brokerage firms or banks.


The following table sets forth the high and low bid prices of the
Common Stock and dividends declared for each fiscal quarter since
October 1, 2000. The stock price information was provided by the
NASD, Inc.


DividendsQuarter Ended                          High                 Low                 Declared

December 31, 2000                  10.563                 10.000                   0.1000

March 31, 2001                       13.000                 10.375                   0.1125

June 30, 2001                         13.250                 12.750                   0.1125

September 30, 2001                 13.500                 12.500                   0.1125

December 31, 2001                  14.250                 12.520                   0.1125

March 31, 2002                       15.150                 13.810                   0.1250

June 30, 2002                         16.700                 15.050                   0.1250

September 30, 2002                 16.400                 15.400                   0.1250


The Company has paid a cash dividend on its Common Stock for
each quarter since the Association's conversion to stock form.
Future dividends, if any, will be dependent upon the results of
operations and financial condition of the Company, tax
considerations, industry standards, economic conditions, general
business practices and other factors.  The Company's ability to pay
dividends is dependent on the dividend payments it receives from
the Association, which are subject to regulations and the
Association's continued compliance with all regulatory  capital
requirements.  See Note M of the Notes to Consolidated Financial
Statements for a discussion of regulations governing the
Association's ability to pay dividends. |  | **Annual Report on Form 10-KSB and Investor Information**A copy of the Company's annual report on Form 10-KSB, filed
with the Securities and Exchange Commission, is available
without charge by writing to:

Gary L. Overfield
   Senior Vice President and Secretary
   First Independence Corporation
   Myrtle and Sixth
   Independence, Kansas  67301

**Stock Transfer Agent**Inquiries regarding stock transfer, registration, lost certificates or
changes in name and address should be directed to the stock
transfer agent and registrar by writing to:


Registrar and Transfer Company
   10 Commerce Drive
   Cranford, New Jersey  07016
   (800) 368-5948


**Investor Information**Stockholders, investors, and analysts interested in additional
information may contact:


James B. Mitchell,
   Vice President and Chief Financial Officer
   E-Mail:  jimm@firstfederalsl.com


**Corporate Office**First Independence Corporation
Myrtle and Sixth
Independence, Kansas  67301
(620) 331-1660


**Special Counsel**Silver, Freedman & Taff, L.L.P.
1700 Wisconsin Avenue, NW
Washington, DC  20007


**Independent Auditor**Grant Thornton, LLP
8300 Thorn Drive, Suite 300
Wichita, Kansas  67226


**First Federal Savings and Loan Association of Independence**Myrtle and Sixth
Independence, Kansas  67301
(620) 331-1660
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**DIRECTORS AND MANAGEMENT GROUP**

---

|**BOARD OF DIRECTORS
(First Independence Corporation and
First Federal Savings and Loan Association of Independence)**


Lavern W. Strecker*Chairman of the Board*
   First Independence Corporation and
   First Federal Savings and Loan Association of    Independence*Retired - Former Manager of Accounting and Control*
   ARCO Pipe Line Company


William T. Newkirk II*Vice Chairman of the Board*
   First Independence Corporation and
   First Federal Savings and Loan Association of    Independence*Vice President*
   Newkirk, Dennis & Buckles Insurance Co.


Larry G. Spencer*President and Chief Executive Officer*
   First Independence Corporation and
   First Federal Savings and Loan Association of    Independence


Robert A. Johnson*Human Resource Manager*
   Cobalt Boats


Harold L. Swearingen*Retired - Former Telecommunications Manager*
   ARCO Pipe Line Company


Joseph M. Smith*Retired - Former County Extension Agent**Agriculture and Coordinator*
   Montgomery County Extension Council


E. JoVonnah Boecker*City Clerk*
   Neodesha, Kansas |  | **EXECUTIVE OFFICERS**

Lavern W. Strecker*Chairman of the Board*
   First Independence Corporation and
   First Federal Savings and Loan Association of    Independence*Retired - Former Manager of Accounting and Control*
   ARCO Pipe Line Company


William T. Newkirk II*Vice Chairman of the Board*
   First Independence Corporation and
   First Federal Savings and Loan Association of    Independence*Vice President*
   Newkirk, Dennis & Buckles Insurance Co.


Larry G. Spencer*President and Chief Executive Officer*
   First Independence Corporation and
   First Federal Savings and Loan Association of    Independence


Gary L. Overfield*Senior Vice President and Secretary*
   First Independence Corporation and
   First Federal Savings and Loan Association of    Independence


James B. Mitchell*Vice President and Chief Financial Officer*
   First Independence Corporation and
   First Federal Savings and Loan Association of    Independence


Jim L. Clubine*Vice President and Asset Manager*
   First Federal Savings and Loan Association of    Independence

**OTHER OFFICERS**

Lori L. Kelley*Vice President of Retail Banking*
   First Federal Savings and Loan Association of     Independence


C. Alan Hoggatt*Vice President*
   First Federal Savings and Loan Association of    Independence


Dennis L. Greenhaw*Vice President*
   First Federal Savings and Loan Association of     Independence


Phyllis A. Johnson*Assistant Vice President*
   First Federal Savings and Loan Association of     Independence

Vicki L. Cranor*Assistant Vice President*
   First Federal Savings and Loan Association of     Independence
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------