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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-QSB

|    |  |                                                                                          
|--- |  | -----------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934         
|    |  |                                                                                          
|    |  | For the quarterly period ended September 30, 2002                                        
|    |  |                                                                                          
|[ ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|    |  |                                                                                          
|    |  | For the transition period from_____________  to_____________                             

Commission File Number: 333-65066

FCB FINANCIAL CORP.
(Exact name of small business issuer as specified in its charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Georgia                                                        |  | 58  2606457                           
|                                                               |  |                                        
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)

401 Mall Boulevard, Savannah, Georgia 31406
(Address of principal executive office)

(912) 303-0209
(Issuers telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last
report)

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

Common stock, $1 par value: 1,500,000 shares
outstanding as of November 4, 2002

Transitional Small Business Disclosure Format    Yes [  ]    No[X]





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TABLE OF CONTENTS



|                                             |                                                                                                |                                                               |  |  |  |  |  | 
|-------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------- |  |  |  |  |  | 
|PART I: FINANCIAL INFORMATION               
|                                             | Item 1. Financial Statements                                                                  
|                                             |                                                                                                | Consolidated Balance Sheet                                   
|                                             |                                                                                                | Consolidated Statement of Operations and Comprehensive Income
|                                             |                                                                                                | Consolidated Statements of Cash Flows                        
|                                             | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS                                          
|                                             | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
|                                             | Item 3. Controls and Procedures                                                               
|PART II.  OTHER INFORMATION                 
|                                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      
|SIGNATURES                                  
|                                             | CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER                                        
|EX-99.1 SECTION 906 CERTIFICATION OF THE CEO



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FCB Financial Corp. & Subsidiary

Report on Form 10-QSB
September 30, 2002

TABLE OF CONTENTS

|              |        |                                                                                                                       |                                                                                       |  |   |    |          |  | 
|------------- | ------ | --------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- |  | - | -- | -------- |  | 
|              |        |                                                                                                                       |                                                                                       |  |   |    | Page No.
|              |        |                                                                                                                       |                                                                                       |  |   |    |         
|PART I:       |        | FINANCIAL INFORMATION                                                                                                 |                                                                                       |  |   |    |          | 
|              | Item 1 |                                                                                                                       | Financial Statements.                                                                 |  |   |    |         
|              |        | Consolidated
Balance Sheet as of September 30, 2002                                                                   |                                                                                       |  | 3 |   
|              |        | Consolidated
Statements of Operations and Comprehensive Income for the three and
nine months ended September 30, 2002 |                                                                                       |  | 4 |   
|              |        | Consolidated
Statements of Cash Flows for the nine months ended September 30,
2002                                    |                                                                                       |  | 5 |   
|              |        | Notes to
Unaudited Consolidated Financial Statements                                                                  |                                                                                       |  | 6 |   
|              | Item 2 |                                                                                                                       | Management's Discussion and Analysis of Financial Condition and Results of Operations |  |   | 9  |         
|              | Item 3 |                                                                                                                       | Controls and Procedures                                                               |  |   | 16 |         
|PART II:      |        | OTHER INFORMATION                                                                                                     |                                                                                       |  |   |    |          | 
|              | Item 6 |                                                                                                                       | Exhibits and Reports on Form 8-K                                                      |  |   | 16 |         
|Signatures    |        |                                                                                                                       |                                                                                       |  |   |    | 17       | 
|Certification |        |                                                                                                                       |                                                                                       |  |   |    | 18       | 

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Cautionary Notice Regarding Forward-Looking Statements

Some of the statements of the Company
included in this Report, including
matters discussed under the caption Managements Discussion and Analysis of
Financial Condition and Plan of Operations, are forward-looking statements.
Forward-looking statements include statements about the competitiveness of the
banking industry, potential regulatory obligations, the business strategies of the Company and
the Bank, capital expenditures of the Company and the
Bank, including construction of additional offices, projected
asset growth and other statements
that are not historical facts. The words anticipate, estimate, project,
intend, expect, believe, forecast and similar expressions are intended
to identify the forward-looking statements, but some of these statements may
use other phrasing. These forward-looking statements are not guarantees of
future performance and are subject to a number of risks, uncertainties and
other factors that could cause the Companys actual results, performance or
achievements to differ materially from those expressed or implied by these
forward-looking statements. These factors include, among other things,
governmental monetary and fiscal policies, deposit levels, loan demand, loan
collateral values, securities portfolio values, interest rate risk management,
the effects of competition in the banking business from other commercial banks,
thrifts, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms, insurance companies, money market funds and other
financial institutions operating in the Companys market area and elsewhere,
including institutions operating through the Internet, changes in governmental
regulation relating to the banking industry, including regulations relating to
branching and acquisitions, failure of assumptions underlying the establishment
of reserves for loan losses, including the value of collateral underlying
delinquent loans and other factors. Many of these factors are beyond the
Companys ability to control or predict, and readers are cautioned not to put
undue reliance on such forward-looking statements. The Company disclaims any
obligation to update or revise publicly or otherwise any forward-looking
statements to reflect subsequent events, new information or future
circumstances, except as required by law.

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PART I: FINANCIAL INFORMATION




Item 1.  Financial Statements




FCB FINANCIAL CORP & SUBSIDIARY
Consolidated Balance Sheet
(Unaudited)

|                              |                                                                                                                   |                                            |                                      |                |            |               |            | 
|----------------------------- | ----------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | -------------- | ---------- | ------------- | ---------- | 
|                              |                                                                                                                   |                                            |                                      |                |            | September 30,
|                              |                                                                                                                   | 2002                                      
|                              |                                                                                                                   |                                           
|                              |                                                                                                                   |                                            | ASSETS                               |                |            |               |           
|Cash and Due From Banks       |                                                                                                                   | $                                          | 1,287,849                            |               
|Federal Funds Sold            |                                                                                                                   |                                            | 4,530,000                            |               
|                              |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   | Cash and Cash Equivalents                  |                                      |                | 5,817,849  |              
|                              |                                                                                                                   |                                            |                                      |               
|Securities available for sale |                                                                                                                   |                                            | 13,425,534                           |               
|Loans                         |                                                                                                                   |                                            | 49,823,269                           |               
|                              |                                                                                                                   | Less: allowance for loan losses            |                                      |                | (548,000   | )            
|                              |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   | Loans, net                                 |                                      |                | 49,275,269 |              
|                              |                                                                                                                   |                                            |                                      |               
|Premises and equipment        |                                                                                                                   |                                            | 3,322,902                            |               
|Accrued interest receivable   |                                                                                                                   |                                            | 295,250                              |               
|Other assets                  |                                                                                                                   |                                            | 316,934                              |               
|                              |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   | Total assets                               |                                      | $              | 72,453,738 |              
|                              |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   |                                            | LIABILITIES AND SHAREHOLDERS EQUITY |                |            |               |           
|Deposits:                     |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   | Non-interest bearing demand                |                                      | $              | 2,965,551  |              
|                              |                                                                                                                   | Interest bearing                           |                                      |                | 54,650,063 |              
|                              |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   |                                            |                                      | Total deposits |            |               | 57,615,614 | 
|                              |                                                                                                                   |                                            |                                      |               
|FHLB advances                 |                                                                                                                   |                                            | 1,500,000                            |               
|Accrued interest payable      |                                                                                                                   |                                            | 103,126                              |               
|Other liabilities             |                                                                                                                   |                                            | 134,512                              |               
|                              |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   |                                            | 59,353,252                           |               
|                              |                                                                                                                   |                                            |                                      |               
|Shareholders Equity          |                                                                                                                   |                                            |                                      |               
|                              | Common
Stock, Par Value $1; 100,000,000 shares
authorized; 1,500,000 issued and
outstanding at September 30, 2002 |                                            |                                      | 1,500,000      |           
|                              | Capital surplus                                                                                                   |                                            |                                      | 13,332,193     |           
|                              | Accumulated
deficit                                                                                               |                                            |                                      | (1,848,042     | )         
|                              | Accumulated other comprehensive income                                                                            |                                            |                                      | 116,335        |           
|                              |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   |                                            | 13,100,486                           |               
|                              |                                                                                                                   |                                            |                                      |               
|                              |                                                                                                                   | Total liabilities and shareholders equity |                                      | $              | 72,453,738 |              
|                              |                                                                                                                   |                                            |                                      |               

The accompanying notes are an integral part of this financial statement.

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FCB FINANCIAL CORP. & SUBSIDIARY
Consolidated Statement of Operations and Comprehensive Income
(Unaudited)

|                                                     |                                                                           |                          |                                                     |                           |          |               |            |               |            |           |           | 
|---------------------------------------------------- | ------------------------------------------------------------------------- | ------------------------ | --------------------------------------------------- | ------------------------- | -------- | ------------- | ---------- | ------------- | ---------- | --------- | --------- | 
|                                                     |                                                                           |                          |                                                     |                           |          | Three         |            | Nine         
|                                                     |                                                                           |                          |                                                     |                           |          | months ended  |            | months ended 
|                                                     |                                                                           |                          |                                                     |                           |          | September 30, |            | September 30,
|                                                     |                                                                           |                          |                                                     |                           |          | 2002          |            | 2002         
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Interest Income:                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     | Interest and fees on loans                                                |                          | $                                                   | 639,430                   |          |               | $          | 1,306,435     |           
|                                                     | Interest on federal funds sold                                            |                          |                                                     | 34,013                    |          |               |            | 99,891        |           
|                                                     | Interest and dividends on investment securities:                          |                          |                                                     | 121,030                   |          |               |            | 225,385       |           
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     |                                                                           |                          | Total interest income                               |                           |          | 794,473       |            |               |            | 1,631,711 |          
|Interest Expense:                                    |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     | Interest on deposits                                                      |                          |                                                     | 344,521                   |          |               |            | 645,660       |           
|                                                     | Other borrowings                                                          |                          |                                                     | 3,600                     |          |               |            | 3,600         |           
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     |                                                                           |                          | Total interest expense                              |                           |          | 348,121       |            |               |            | 649,260   |          
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     |                                                                           |                          | Net interest income                                 |                           |          | 446,352       |            |               |            | 982,451   |          
|                                                     | Provision for loan losses                                                 |                          |                                                     | 230,000                   |          |               |            | 548,000       |           
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     |                                                                           |                          | Net interest income after provision for loan losses |                           |          | 216,352       |            |               |            | 434,451   |          
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Noninterest income:                                  |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     | Service charges and fees                                                  |                          |                                                     | 21,465                    |          |               |            | 46,976        |           
|                                                     | Securities gains net                                                      |                          |                                                     |                          |          |               |            |              |           
|                                                     | Other noninterest income (expense)                                        |                          |                                                     | (7,165                    | )        |               |            | 201,195       |           
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     |                                                                           | Total noninterest income |                                                     |                           | 14,300   |               |            |               | 248,171    |          
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Noninterest expense:                                 |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     | Salaries and employee benefits                                            |                          |                                                     | 322,345                   |          |               |            | 997,956       |           
|                                                     | Occupancy                                                                 |                          |                                                     | 101,947                   |          |               |            | 264,210       |           
|                                                     | Other noninterest expense                                                 |                          |                                                     | 252,030                   |          |               |            | 739,994       |           
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     |                                                                           |                          |                                                     | Total noninterest expense |          |               | 676,322    |               |            |           | 2,002,160 | 
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     | Loss before income taxes                                                  |                          |                                                     | (445,670                  | )        |               |            | (1,319,538    | )         
|                                                     | Income taxes                                                              |                          |                                                     |                          |          |               |            |              |           
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     |                                                                           | Net Loss                 |                                                     | $                         | (445,670 | )             |            | $             | (1,319,538 | )        
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Other comprehensive income                           |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     | Unrealized holding gains on securities
available for sale                 |                          |                                                     | 143,980                   |          |               |            | 176,265       |           
|                                                     | Reclassification adjustment for realized gains
on securities transactions |                          |                                                     |                          |          |               |            |              |           
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Total other comprehensive income before income taxes |                                                                           |                          | 143,980                                             |                           |          |               | 176,265    |              
|Income tax expense related to above items:           |                                                                           |                          |                                                     |                           |          |               |            |              
|                                                     | Unrealized holding gains on securities
available for sale                 |                          |                                                     | 48,953                    |          |               |            | 59,930        |           
|                                                     | Reclassification adjustment for realized gains
on securities transactions |                          |                                                     |                          |          |               |            |              |           
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Total income tax expense                             |                                                                           |                          | 48,943                                              |                           |          |               | 59,930     |              
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Net other comprehensive income                       |                                                                           |                          | 95,027                                              |                           |          |               | 116,335    |              
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Total comprehensive income (loss)                    |                                                                           |                          | (350,643                                            | )                         |          |               | (1,203,203 | )            
|                                                     |                                                                           |                          |                                                     |                           |          |               |            |              
|Basic loss per share                                 |                                                                           |                          | (0.30                                               | )                         |          |               | (0.94      | )            
|Diluted loss per share                               |                                                                           |                          | (0.30                                               | )                         |          |               | (0.94      | )            
|Cash dividends declared per share of common stock    |                                                                           |                          |                                                    |                           |          |               |           |              
|Weighted average shares outstanding                  |                                                                           |                          | 1,498,239                                           |                           |          |               | 1,396,853  |              

The accompanying notes are an integral part of this financial statement.

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FCB FINANCIAL CORP & SUBSIDIARY
Consolidated Statements of Cash Flows
For The Nine Months Ended September 30, 2002
(Unaudited)

|                          |                                                                             |                        |                                          |                                           |         |          |             |  
|------------------------- | --------------------------------------------------------------------------- | ---------------------- | ---------------------------------------- | ----------------------------------------- | ------- | -------- | ----------- | -
|                          |                                                                             | For the Nine Months   
|                          |                                                                             | Ended September 30,   
|                          |                                                                             |                        | 2002                                     |                                          
|                          |                                                                             |                        |                                          |                                          
|Operating Activities:     |                                                                             |                        |                                          |                                          
|                          | Net loss                                                                    |                        | $                                        | (1,319,538                                | )      
|                          | Adjustments to reconcile net loss to net cash used
in operating activities: |                        |                                          |                                           |        
|                          |                                                                             |                        | Depreciation, amortization and accretion |                                           |         | 67,726   |            
|                          |                                                                             |                        | Provision for loan losses                |                                           |         | 548,000  |            
|                          |                                                                             |                        | Gain on sales of securities              |                                           |         | -        |            
|                          |                                                                             |                        | Decrease in accrued interest receivable  |                                           |         | (295,250 | )          
|                          |                                                                             |                        | Change in other assets                   |                                           |         | (27,491  | )          
|                          |                                                                             |                        | Change in accrued interest payable       |                                           |         | 103,126  |            
|                          |                                                                             |                        | Change in other liabilities              |                                           |         | 20,846   |            
|                          |                                                                             |                        |                                          |                                          
|                          | Net cash used in operating activities                                       |                        |                                          | (902,581                                  | )      
|                          |                                                                             |                        |                                          |                                          
|Investing Activities:     |                                                                             |                        |                                          |                                          
|                          | Purchases of investment securities available for sale                       |                        |                                          | (18,368,412                               | )      
|                          | Proceeds from maturities and calls of securities available for sale         |                        |                                          | 4,874,408                                 |        
|                          | Proceeds from sales of investment securities available for sale             |                        |                                          | -                                         |        
|                          | Net increase in loans                                                       |                        |                                          | (49,823,269                               | )      
|                          | Purchases of bank premises and equipment                                    |                        |                                          | (1,288,437                                | )      
|                          |                                                                             |                        |                                          |                                          
|                          |                                                                             |                        |                                          | Net cash used in investing activities     |         |          | (64,605,710 | )
|                          |                                                                             |                        |                                          |                                          
|Financing Activities:     |                                                                             |                        |                                          |                                          
|                          | Net increase in deposits                                                    |                        |                                          | 57,615,614                                |        
|                          | Proceeds from issuance of common stock                                      |                        |                                          | 2,792,094                                 |        
|                          | Proceeds from FHLB advances                                                 |                        |                                          | 1,500,000                                 |        
|                          | Repayments of short term borrowings and notes payable                       |                        |                                          | (3,015,000                                | )      
|                          |                                                                             |                        |                                          |                                          
|                          |                                                                             |                        |                                          | Net cash provided by financing activities |         |          | 58,892,708  |  
|                          |                                                                             |                        |                                          |                                          
|                          | Net decrease in cash and cash equivalents                                   |                        |                                          | (6,615,583                                | )      
|                          | Cash and cash equivalents at beginning of period                            |                        |                                          | 12,433,432                                |        
|                          |                                                                             |                        |                                          |                                          
|                          | Cash and cash equivalents at end of period                                  |                        | $                                        | 5,817,849                                 |        
|                          |                                                                             |                        |                                          |                                          
|Supplemental Disclosures: |                                                                             |                        |                                          |                                          
|                          |                                                                             | Cash paid for interest |                                          | $                                         | 879,325 |         
|                          |                                                                             |                        |                                          |                                          
|                          | Cash paid for income taxes                                                  |                        | $                                        | -                                         |        
|                          |                                                                             |                        |                                          |                                          

The accompanying notes are an integral part of this financial statement.

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FCB FINANCIAL CORP. & SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS FCB Financial Corp. (the Parent) is a bank holding
company whose business is conducted by its wholly-owned subsidiary, First
Chatham Bank (the Bank). The Parent and the Bank are collectively referred to
as the Company. The Bank is a commercial bank located in Savannah, Georgia.
The Bank provides a full range of banking services in its primary market area
of Chatham County and surrounding counties.

BASIS OF PRESENTATION- These unaudited consolidated financial statements
include the accounts of the Company. Significant intercompany transactions and
accounts are eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United
States for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three and
nine-month periods ended September 30, 2002 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2002. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Companys 2001 Annual Report
on Form 10-K for the fiscal year ended December 31, 2001.

USE OF ESTIMATES The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities
as of the balance sheet date and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those 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
valuation of deferred income tax assets.

LOSS PER COMMON SHARE- Basic loss per share (EPS) is computed by dividing
net loss by the weighted average common shares outstanding for the period.
Diluted EPS reflects the dilution that could occur if securities or other
contracts to issue common stock were exercised or converted.

The basic and diluted EPS information was computed based on weighted average shares
outstanding for the three and nine months ended September 30, 2002 of
1,498,239 and 1,396,853, respectively.

COMPREHENSIVE INCOME (LOSS)- Statement of Financial Accounting Standards
(SFAS) No. 130, Reporting Comprehensive Income describes comprehensive
income as the total of all components of comprehensive income including net
income. Other comprehensive income refers to revenues, expenses, gains and
losses that under accounting principles generally accepted in the United States
of America are included in comprehensive income but excluded from net income.
Currently, the Companys other comprehensive income consists solely of
unrealized gains, net of deferred income taxes,

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on available-for-sale securities. Other comprehensive income for the three and
nine months ended September 30, 2002 was $95,000 and $116,000, respectively.

ACCOUNTING PRONOUNCEMENTS- On July 30, 2002, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards Statement
No. 146, Accounting for Costs Associated with Exit or Disposal Activities(SFAS
No. 146).The standard replaces EITF Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring) and requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
146 is effective prospectively to exit or disposal activities initiated after
December 31, 2002.

NOTE 2.  SECURITIES AVAILABLE-FOR-SALE

The amortized cost and fair value of securities available-for-sale at September
30, 2002 and is summarized as follows:

|                                                       |                                       |           |            |            |  |            |         |         |  |  |   |   |  |  |            |           | 
|------------------------------------------------------ | ------------------------------------- | --------- | ---------- | ---------- |  | ---------- | ------- | ------- |  |  | - | - |  |  | ---------- | --------- | 
|                                                       |                                       |           |            | Gross      |  | Gross      |         |        
|                                                       |                                       | Amortized |            | Unrealized |  | Unrealized |         | Fair   
|                                                       |                                       | Cost      |            | Gains      |  | Losses     |         | Value  
|                                                       |                                       |           |            |            |  |            |         |        
|Securities available for sale - September 30,
    2002 |                                       |           |            |            |  |            |         |         |  |  |   |   |  |  |            |          
|                                                       | U.S. Government and agency securities |           | $          | 6,618,000  |  |            |         | 104,000 |  |  |   |  |  |  |            | 6,722,000 | 
|                                                       | Mortgage-backed securities            |           |            | 6,302,000  |  |            |         | 73,000  |  |  |   |  |  |  |            | 6,375,000 | 
|                                                       | Other miscellaneous                   |           |            | 328,534    |  |            |         |        |  |  |   |  |  |  |            | 328,534   | 
|                                                       |                                       |           |            |            |  |            |         |         |  |  |   |   |  |  |            |          
|                                                       |                                       | $         | 13,248,534 |            |  |            | 177,000 |         |  |  |  |   |  |  | 13,425,534 |          
|                                                       |                                       |           |            |            |  |            |         |         |  |  |   |   |  |  |            |          

The Company realized no gains or losses from the sale of securities as no such
transactions during the nine months ended September 30, 2002. At September 30,
2002, approximately $4,503,000 of the Companys available-for-sale portfolio
was pledged to secure public fund deposits.

NOTE 3.  LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of loans at September 30, 2002 is summarized as follows:

|                               |            |               |            |            |  |  |      |   | 
|------------------------------ | ---------- | ------------- | ---------- | ---------- |  |  | ---- | - | 
|                               |            | September 30, |            | Percent   
|                               |            | 2002          |            | of Total  
|                               |            |               |            |           
|Commercial                     |            | $             | 29,390,000 |            |  |  | 59.0 | %
|Real estate - construction     |            |               | 4,843,000  |            |  |  | 9.7  | %
|Real estate - mortgage         |            |               | 7,296,000  |            |  |  | 14.6 | %
|Consumer installment and other |            |               | 8,294,269  |            |  |  | 16.6 | %
|                               |            |               |            |            |  |  |      |  
|                               |            |               | 49,823,269 |            |  |  |      |  
|Allowance for loan losses      |            |               | (548,000   | )          |  |  |      |  
|                               |            |               |            |            |  |  |      |  
|                               | Loans, net |               | $          | 49,275,269 |  |  |      |   | 
|                               |            |               |            |            |  |  |      |  

Using standard industry codes, the Company periodically analyzes its commercial
loan portfolio to determine if a concentration of credit risk exists to any one
or more industries. There were no valuation allowances associated with any loans at
September 30, 2002.

At September 30, 2002, the Company has granted loans and other extensions of
credit in the normal course of its banking business amounting of approximately
$2.4 million to certain directors, executive officers, and their related
entities. The terms on these loans and extensions are on substantially the same
terms customary for other persons for the type of loan involved.

NOTE 5.  COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business, the Company has entered into
off-balance-sheet financial instruments that are not reflected in the
consolidated financial statements. These financial instruments include
commitments to extend credit and standby letters of credit. Such financial
instruments are included in the consolidated financial statements when funds
are disbursed or the instruments become payable. These instruments involve, to
varying degrees, elements of credit risk in excess of the amount recognized in
the consolidated balance sheets.

The Companys exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit and
standby letters of credit is represented by the contractual amount of those
instruments. At September 30, 2002 the Companys commitments to extend credit
totaled $13.0 million and standby letters of credit totaled $967,000.

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Commitments to extend credit generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
credit risk involved in issuing these financial instruments is essentially the
same as that involved in extending loans to customers. The Company evaluates
each customers creditworthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary by the Company upon extension of
credit, is based on managements credit evaluation of the customer. Collateral
held varies but may include real estate and improvements, marketable
securities, accounts receivable, inventory, equipment, and personal property.

In the normal course of business, the Company may become involved in various
legal proceedings. As of September 30, 2002, the management of the Company is
not aware of any such proceedings against the Company.

NOTE 6.  COMMON STOCK

The Company has a stock option plan under which it has granted options to
certain of its employees and directors to purchase common stock at or above the
fair market value on the date of grant. All of the options are intended to be
incentive stock options under Section 422 of the Internal Revenue Code. Options
under the plan vest in varying increments over ten years in accordance with
vesting schedules determined by the Board of Directors.

NOTE 7.  REGULATORY MATTERS

The Bank is subject to certain restrictions on the amount of dividends that may
be declared without prior regulatory approval. At September 30, 2002, no
dividends could be declared by the Bank without regulatory approval.

The Parent and the Bank are subject to various regulatory capital requirements
administered by federal banking agencies. 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 consolidated financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
the Parent and Bank must meet specific capital guidelines that involve
quantitative measures of the assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Parents and
Bank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 Parent and Bank to maintain minimum amounts and ratios of Total and
Tier I capital to risk-weighted assets and of Tier I capital to average assets.
Management believes, as of September 30, 2002, the Parent and the Bank meet all
capital adequacy requirements to which they are subject.

To be categorized as well capitalized, pursuant to banking regulations, the
Bank must maintain minimum Total risk-based, Tier I risk-based, and Tier I
capital to average asset ratios as set forth in the following table. The Banks actual capital amounts and ratios at September 30, 2002 are
presented in the following table (dollars in thousands):

|                   |                                        |        |   |             |                   |  |                   |                   |   |            |       |           |  |        |  |      |       |  |  |           |  |  |  |       |  
|------------------ | -------------------------------------- | ------ | - | ----------- | ----------------- |  | ----------------- | ----------------- | - | ---------- | ----- | --------- |  | ------ |  | ---- | ----- |  |  | --------- |  |  |  | ----- | -
|                   |                                        |        |   |             |                   |  |                   |                   |   |           
|                   |                                        |        |   |             |                   |  |                   |                   |   | To Be Well |      
|                   |                                        |        |   |             |                   |  |                   | Capitalized Under |  
|                   |                                        |        |   | For Capital |                   |  | Prompt Corrective |                  
|                   |                                        | Actual |   |             | Adequacy Purposes |  |                   | Action Provisions |  
|                   |                                        |        |   |             |                   |  |                   |                   |  
|                   |                                        | Amount |   |             | Ratio             |  |                   | Amount            |   |            | Ratio |           |  | Amount |  |      | Ratio | 
|                   |                                        |        |   |             |                   |  |                   |                   |   |            |       |           |  |        |  |      |       | 
|September 30, 2002 |                                        |        |   |             |                   |  |                   |                   |   |            |       |           |  |        |  |      |       |  |  |           |  |  |  |      
|                   | Total Capital to Risk Weighted Assets  |        | $ | 11,484,000  |                   |  |                   | 20.85             | % |            |       | 4,406,800 |  |        |  | 8.00 | %     |  |  | 5,508,500 |  |  |  | 10.00 | %
|                   | Tier 1 Capital to Risk Weighted Assets |        |   | 10,936,000  |                   |  |                   | 19.85             | % |            |       | 2,203,400 |  |        |  | 4.00 | %     |  |  | 3,305,100 |  |  |  | 6.00  | %
|                   | Tier 1 Capital to Average Assets       |        |   | 10,936,000  |                   |  |                   | 17.19             | % |            |       | 2,545,400 |  |        |  | 4.00 | %     |  |  | 3,181,750 |  |  |  | 5.00  | %

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

Unless this Managements Discussion and Analysis of Financial Condition and
Results of Operations indicates otherwise or the context otherwise requires,
the terms we, our, us, FCB Financial Corp. as used herein refer to FCB
Financial Corp. and its subsidiary, First Chatham Bank, which we sometimes
refer to as the Bank, our bank subsidiary or our bank.

The following is a discussion of our financial condition at September 30, 2002
and our results of operations for the three and nine months ended September 30,
2002. The purpose of this discussion is to focus on information about our
financial condition and results of operations which is not otherwise apparent
from the annual audited consolidated financial statements or the unaudited
interim consolidated financial statements. You should read the following
discussion and analysis along with our consolidated financial statements and
the related notes included in our 2001 Annual Report on Form 10-K.

Critical Accounting Policies

The accounting principles we follow and our methods of applying these
principles conform with accounting principles generally accepted in the United
States and with general practices within the banking industry. In connection
with the application of those principles to the determination of our allowance
for loan losses ("ALL") and the recognition of our deferred income tax assets, we
have made judgments and estimates which have significantly impacted our
financial position and results of operations.

Allowance for Loan Losses.Our management assesses the adequacy of the ALL
prior to the end of each calendar quarter. This assessment includes procedures
to estimate the ALL and test the adequacy and appropriateness of the resulting
balance. The ALL consists of two portions (1) an allocated amount
representative of specifically identified credit exposure and exposures readily
predictable by historical or comparative experience; and (2) an unallocated
amount representative of inherent loss which is not readily identifiable. Even
though the allowance for loan losses is composed of two components, the entire
allowance is available to absorb any credit losses.

We establish the allocated amount separately for two different risk groups (1)
unique loans (commercial loans, including those loans considered impaired); and
(2) homogenous loans (generally consumer loans). We base the allocation for
unique loans primarily on risk rating grades assigned to each of these loans as
a result of our loan management and review processes. We then assign each
risk-rating grade an estimated loss ratio, which is determined based on the
experience of management, discussions with banking regulators and our
independent loan review process. We estimate losses on impaired loans based on
estimated cash flows discounted at the loans original effective interest rate
or the underlying collateral value. We also assign estimated loss ratios to our
consumer portfolio. However, we base the estimated loss ratios for these
homogenous loans on the category of consumer credit (e.g., automobile,
residential mortgage, home equity) and not on the results of individual loan
reviews.

The unallocated amount is particularly subjective and does not lend itself to
exact mathematical calculation. We use the unallocated amount to absorb
inherent losses which may exist as of the balance sheet date for such matters
as changes in the local or national economy, the depth or experience in the
lending staff, any concentrations of credit in any particular industry group,
and new banking laws or regulations. After we assess applicable factors, we
evaluate the aggregate unallocated amount based on our managements experience.

We then test the resulting ALL balance by comparing the balance in the
allowance account to historical trends and peer information. Our management
then evaluates the result of the procedures performed, including the result of
our testing, and concludes on the appropriateness of the balance of the
allowance for loan losses in its entirety.

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Deferred Income Tax Assets.During the period from inception through September
30, 2002, we incurred net operating losses and, as a result, recorded deferred
tax assets associated with these loss carry forwards. However, we also recorded
a full valuation allowance against our net deferred tax assets, and we have not
recognized any income tax benefit in our statement of operations. Our judgment
was based on our inability to conclude that it was more likely than not that we
would be sufficiently profitable in the future to recognize these tax benefits.
Unless our judgment changes as to the likelihood of realizing these deferred
tax assets, we will continue to recognize such assets in our consolidated
financial statements.

Results of Operations  Three and Nine months ended September 30, 2002

Our results for the three and nine months ended September 30, 2002 were
highlighted by the continued growth of our earning assets which resulted in
increased net interest income and growth in noninterest income. Total revenues,
which are comprised of net interest income and noninterest income, for the
three months ended September 30, 2002, were $1,984,000, compared to total
revenues for the nine months ended September 30, 2002, of $5,316,000. The provision
for loan losses was $139,000 for the third quarter of 2002 compared
to $548,000 for
the nine months ended September 30, 2002.

Noninterest expense was $749,000 for the three months ended September 30, 2002,
compared to $2,169,000 for the nine months ended September 30, 2002. Net loss
for the three months ended September 30, 2002 was $445,670
compared to net loss for the nine
months ended September 30, 2002 of $1,319,538.

The following is a more detailed discussion of results of our operations which
focuses primarily on comparing, for each major item in the results, the third
quarter of 2002 to the second quarter of 2002 and the first nine months of
2002.

Net Interest Income.Net interest income represents the amount by which
interest earned on various earning assets exceeds interest paid on deposits and
other interest bearing liabilities and is the most significant component of our
earnings. The following table sets forth the amount of our average balances,
interest income or interest expense for each category of interest-earning
assets and interest-bearing liabilities, the average interest rate for total
interest-earning assets and total interest-bearing liabilities, and net
interest spread and net interest margin on average interest-earning assets for
the three months ended September 30, 2002 compared to the nine months ended
September 30:

|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |            |         |           |         |           |  |      |      |      |  
|------------------------------------------ | -------------------------------------------------------------------------- | ------------------------------- | ----------------------------------------------- | ---------- | ------------------ | ---------- | ------- | ------- | ------- | ------- | ------- | ---- | ---- | -------- | ---------- | ---------- | ---------- | ---------- | ------- | --------- | ------- | --------- |  | ---- | ---- | ---- | -
|                                           |                                                                            |                                 |                                                 |           
|                                           |                                                                            | Three Months Ended              |                                                 |            | Nine Months Ended  |           
|                                           |                                                                            | September 30, 2002              |                                                 |            | September 30, 2001 |           
|                                           |                                                                            |                                 |                                                 |            |                    |           
|                                           |                                                                            | Average                         |                                                 |            |                    |            | Yield/  |         |         | Average |         |      |      |          | Yield/     |           
|                                           |                                                                            | Balance                         |                                                 |            | Interest           |            |         | Rate    |         |         | Balance |      |      | Interest |            |            | Rate       |           
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|Assets:                                    |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |            |         |           |         |           |  |     
|Interest-earning assets:                   |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |            |         |           |         |           |  |     
|                                           | Loans, net of unearned income                                              |                                 | $                                               | 39,237,000 |                    |            |         | 639,430 |         |         |         | 6.47 | %    |          |            | 23,643,000 |            |            |         | 1,306,435 |         |           |  | 8.10 | %   
|                                           | Investment securities, available for sale                                  |                                 |                                                 | 12,789,000 |                    |            |         | 121,030 |         |         |         | 3.79 | %    |          |            | 8,435,000  |            |            |         | 225,385   |         |           |  | 3.85 | %   
|                                           | Federal funds sold and securities purchased under
    agreements to resell |                                 |                                                 | 7,778,000  |                    |            |         | 34,013  |         |         |         | 1.75 | %    |          |            | 7,137,000  |            |            |         | 94,891    |         |           |  | 2.02 | %   
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|                                           |                                                                            |                                 | Total interest-earning assets                   |            |                    | 59,804,000 |         |         |         | 794,473 |         |      |      | 5.28     | %          |            |            | 39,215,000 |         |           |         | 1,631,711 |  |      |      | 6.08 | %
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|Nonearning assets                          |                                                                            |                                 | 9,206,000                                       |            |                    |            |         |         |         |         |         |      |      |          | 9,143,000  |            |            |            |         |           |         |           |  |     
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|                                           |                                                                            |                                 | Total assets                                    |            | $                  | 69,010,000 |         |         |         |         |         |      |      |          |            |            |            | 48,358,000 |         |           |         |           |  |      |      |      |  
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|                                          
|Interest bearing liabilities:              |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |            |         |           |         |           |  |     
|                                           | Interest-bearing deposits:                                                 |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |            |         |           |         |           |  |      |     
|                                           |                                                                            | Transaction accounts            |                                                 | $          | 31,920,000         |            |         |         | 214,000 |         |         |      | 2.66 | %        |            |            | 19,878,000 |            |         |           | 403,000 |           |  |      | 2.97 | %   
|                                           |                                                                            | Savings deposits                |                                                 |            | 114,000            |            |         |         | 200     |         |         |      | 0.70 | %        |            |            | 82,000     |            |         |           | 1,000   |           |  |      | 1.79 | %   
|                                           |                                                                            | Certificates of deposit         |                                                 |            | 15,682,000         |            |         |         | 130,321 |         |         |      | 3.30 | %        |            |            | 8,551,000  |            |         |           | 241,660 |           |  |      | 4.14 | %   
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|                                           |                                                                            | Total interest-bearing deposits |                                                 |            | 47,716,000         |            |         |         | 344,521 |         |         |      | 2.86 | %        |            |            | 28,511,000 |            |         |           | 645,660 |           |  |      | 3.32 | %   
|                                           | Federal funds sold and securities sold under
    agreements to repurchase  |                                 |                                                 | 433,000    |                    |            |         | 3,600   |         |         |         | 3.33 | %    |          |            | 144,000    |            |            |         | 3,600     |         |           |  | 3.60 | %    |     
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|                                           |                                                                            |                                 | Total interest-bearing liabilities              |            |                    | 48,149,000 |         |         |         | 348,121 |         |      |      | 2.87     | %          |            |            | 28,655,000 |         |           |         | 649,260   |  |      |      | 3.32 | %
|                                           |                                                                            | Demand deposits                 |                                                 |            | 4,210,000          |            |         |         |        |         |         |      |      |          |            |            | 5,579,000  |            |         |           |        |           |  |      |      |     
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|                                           |                                                                            |                                 | Total deposits and interest-bearing liabilities |            |                    | 52,359,000 |         |         |         | 348,121 |         |      |      | 2.64     | %          |            |            | 34,234,000 |         |           |         | 649,260   |  |      |      | 2.78 | %
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|Other liabilities                          |                                                                            |                                 | 3,290,000                                       |            |                    |            |         |         |         |         |         |      |      |          | 677,000    |            |            |            |         |           |         |           |  |     
|Stockholders equity                       |                                                                            |                                 | 13,361,000                                      |            |                    |            |         |         |         |         |         |      |      |          | 13,447,000 |            |            |            |         |           |         |           |  |     
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|Total liabilities and stockholders equity |                                                                            | $                               | 69,010,000                                      |            |                    |            |         |         |         |         |         |      |      |          | 48,358,000 |            |            |            |         |           |         |           |  |     
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|Net interest income                        |                                                                            |                                 |                                                 |            |                    | $          | 446,532 |         |         |         |         |      |      |          |            |            |            | $          | 982,451 |           |         |           |  |     
|                                           |                                                                            |                                 |                                                 |            |                    |            |         |         |         |         |         |      |      |          |            |            |            |           
|                                           | Net interest spread                                                        |                                 |                                                 |            |                    |            |         |         |         |         |         | 2.41 | %    |          |            |            |            |            |         |           |         |           |  | 2.76 | %   
|                                           | Net interest margin                                                        |                                 |                                                 |            |                    |            |         |         |         |         |         | 2.97 | %    |          |            |            |            |            |         |           |         |           |  | 3.65 | %   

Provision for Loan Losses.The provision for loan losses represents a charge to
earnings necessary to establish an ALL that, in managements evaluation, should
be adequate to provide coverage for the inherent losses on outstanding loans.
The provision for loan losses was $139,250 for the three months ended September
30, 2002 and $548,000 for the nine months ended September 30, 2002.

Based upon managements evaluation of the loan portfolio, management believes
the ALL to be adequate to absorb losses on existing loans that may become
uncollectible. Based upon our managements assessment of the loan portfolio, we
adjust our allowance for loan losses to an amount deemed appropriate to
adequately cover inherent risks in the loan portfolio. Consistent with the
growth in our loan portfolio, this assessment has resulted in increases to our
ALL and a charge to our results of operations through the provision for loan
losses. While our policies and procedures used to estimate the allowance for
loan losses, as well as the resultant provision for loan losses charged to
operations, are considered adequate by our management and are reviewed from
time to time by the Banks regulators, they are necessarily approximate and
imprecise. There exist factors beyond our control, such as general economic
conditions

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both locally and nationally, which may negatively impact, materially, the
adequacy of our provision for loan losses.

Noninterest Income.Noninterest income consists predominately of fees from the
sale of investment products. It also includes service charges on deposit
accounts and other miscellaneous revenues and fees. Because fees from the sale
of investment products, as well as various other components of noninterest
income, often reflect changing market conditions, our noninterest income may
tend to fluctuate more on a quarter to quarter basis than does net interest
income, since net interest income is the result of interest income from the
growth of earning assets offset by interest expense from interest-bearing
liabilities.

For the three months ended September 30, 2002, our noninterest income was
$14,000 and consisted largely of service charge related fees. For the nine
months ended September 30, 2002, our noninterest income was $248,000 and
included service charge related fee income and miscellaneous other non-interest
income items. Noninterest income comprised 9% of our total revenues (net
interest income plus noninterest income) for the third quarter of 2002 and 8%
for the nine months ended September 30, 2002. It is our goal to increase the
percentage of noninterest income to total revenues over time such that we
develop more diversified fee-generating revenue streams.

Noninterest Expense.Noninterest expense consists of salaries and employee
benefits, equipment and occupancy expenses, and other operating expenses. For
the three months ended September 30, 2002, we incurred approximately $676,000
in noninterest expenses.

Expense categories will fluctuate from quarter to quarter based on several
factors including compensation increases and revenue growth. As an example,
commission expenses will generally fluctuate consistently with fluctuations in
investment sales commissions and fees. We anticipate increases in our expenses
during 2002 for such items as additional personnel, salary increases and
incentives and other items related to our growth. Our efficiency ratio, which
is noninterest expense divided by total revenues, was 147% in the third quarter
of 2002 compared to 163% for the first nine months of 2002. We believe the
efficiency ratio will continue to improve throughout the remainder of 2002 and
into 2003.

Income Taxes.We did not
recognize an income tax benefit because we recorded a full valuation allowance
against our net deferred tax assets.

As discussed under Critical Accounting Policies above, in the fourth quarter
of 2001 we determined that it was more likely than not that we would realize
the tax benefits of our accumulated net operating losses and other charges.

Financial Condition

We experienced significant growth between January 23, 2002 and September 30,
2002. At September 30, 2002, we had total assets of $72.4 million. This
significant increase in assets was generally reflected in loans and was funded
primarily by increases in deposits and other borrowings. We anticipate that
assets will continue to increase throughout the remainder of fiscal year 2002.

Loans.The composition of loans at September 30, 2002 and the percentage of
each classification to total loans are summarized as follows:

|                               |  |            |            |   |            |               |      |          |  |  |  | 
|------------------------------ |  | ---------- | ---------- | - | ---------- | ------------- | ---- | -------- |  |  |  | 
|                               |  |            |            |   |            | September 30, |      | Percent 
|                               |  |            |            |   |            | 2002          |      | of Total
|                               |  |            |            |   |            |               |      |         
|Commercial                     |  | $          | 29,390,000 |   |            |               | 59.0 | %       
|                              
|                              
|                              
|                              
|Real
estate  construction     |  |            | 4,843,000  |   |            |               | 9.7  | %       
|                              
|                              
|                              
|                              
|Real
estate  mortgage         |  |            | 7,296,000  |   |            |               | 14.6 | %       
|                              
|                              
|                              
|                              
|Consumer
installment and other |  |            | 8,294,269  |   |            |               | 16.6 | %       
|                               |  |            |           
|                               |  |            | 49,823,269 |   |            |               |      |         
|                              
|                              
|                              
|                              
|Allowance
for loan losses      |  |            | (548,000   | ) |            |               |      |         
|                               |  |            |           
|                               |  | Loans, net |            | $ | 49,275,269 |               |      |          |  | 
|                               |  |            |           

Non-Performing Assets.The specific economic and credit risks associated with
our loan portfolio, include, but are not limited to, a general downturn in the
economy which could affect employment rates in our market area, general real
estate market deterioration, interest rate fluctuations, deteriorated or
non-existing

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collateral, title defects, inaccurate appraisals, financial deterioration of
borrowers, fraud, and any violation of banking laws and regulations.

We attempt to reduce these economic and credit risks not only by adherence to
loan to value guidelines, but also by investigating the creditworthiness of the
borrower and monitoring the borrowers financial position. Also, we establish
and periodically review our lending policies and procedures. Banking
regulations limit our exposure by prohibiting loan relationships that exceed
15% of the Banks statutory capital in the case of loans that are not fully
secured by readily marketable or other permissible types of collateral.

It is the Banks policy to discontinue the accrual of interest income when (1)
there is a significant deterioration in the financial condition of the borrower
and full repayment of principal and interest is not expected or (2) the
principal or interest is more than 90 days past due, unless the loan is both
well-secured and in the process of collection. At September 30, 2002 there were
no non-accrual loans.

Allowance for Loan Losses.We maintain the allowance for loan losses
("ALL") at a
level that our management deems appropriate to adequately cover the inherent
risks in the loan portfolio. As of September 30, 2002 our ALL was $548,000 and
represented 1.10% of gross loans outstanding. Management deemed this amount to
be adequate. The judgments and estimates associated with our ALL determination
are described under Critical Accounting Policies above.

Summary of Loan Loss Experience.As a relatively new institution, we do not
have loss experience comparable to more mature financial institutions; however,
as our loan portfolio matures, we expect to have charge-offs and we will
consider the amount and history of our charge-offs in determining the adequacy
of our allowance. Through the nine months ended September 30, 2002 we have
experienced no loan charge-offs and the balance in the allowance for loan
losses is equal to that amount provided for in accompanying statement of
operations.

Investments.Our investment portfolio, consisting primarily of U.S. Government
agency bonds and mortgage-backed securities, amounted to $13.4 million at
September 30, 2002. Periodically we may securities available-for-sale to fund
loan growth and for other cash flow purposes. During the nine months ended
September 30, 2002, there were no securities sold. In addition, at September
30, 2002, approximately $10.5 million of our available for sale portfolio was
pledged to secure public fund deposits and securities sold under agreements to
repurchase.

Deposits and Other Borrowings.We had approximately $59 million in deposits at
September 30, 2002. Our deposits consist of noninterest and interest-bearing
demand accounts, savings, money market and time deposits. The amounts of time
deposits issued in amounts of $100,000 or more as of September 30, 2002
amounted to $12.5 million.

Capital Resources.Generally, banking laws and regulations require banks and
bank holding companies to maintain certain minimum capital ratios in order to
engage in certain activities or be eligible for certain types of regulatory
relief. At September 30, 2002 our capital ratios, including the Banks capital
ratios, met regulatory minimum capital requirements. For the first nine months
of 2002, our stockholders equity changed due to two factors. Net loss for the
nine-month period was $1.3 million, plus an increase in the market value of our
available-for-sale securities resulted in a slight decrease in accumulated
other comprehensive income of $116,000. As a result, our stockholders equity
amounted to $13.1 million at September 30, 2002.

Our primary source of funds available to the Parent will be the Banks payment
of dividends. Banking regulations limit the amount of dividends that may be
paid by the Bank without prior approval of the Department of Banking and
Finance. Currently, the Bank cannot pay the holding company any dividends
without prior approval of the Department of Banking and Finance.

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At September 30, 2002, we had no material commitments for capital expenditures.
However, we are in the process of developing our branch network in the Bank and
surrounding counties. As a result, we will enter into contracts to buy property
or construct branch facilities and/or lease agreements to lease property and/or
rent currently constructed facilities. We anticipate opening a branch facility
in the Hodgson/Memorial area of Chatham County in the fourth quarter. We
currently anticipate such a facility to cost approximately $2 million to
construct.

At September 30, 2002 management believes the Bank would be categorized as well
capitalized. In order to be considered well capitalized, pursuant to banking
regulations, the Bank must maintain minimum Total risk-based, Tier I
risk-based, and Tier I capital to average asset ratios as set forth in the
following table. Additionally, we and the Bank must maintain certain minimum
capital ratios for regulatory purposes. The following table presents actual
minimum and well capitalized capital amounts and ratios at September 30,
2002:

|                   |                                        |        |   |            |  |                   |  |                   |   |        |  |           |  |  |  |      |   |  |  |           |  |  |  |       |  
|------------------ | -------------------------------------- | ------ | - | ---------- |  | ----------------- |  | ----------------- | - | ------ |  | --------- |  |  |  | ---- | - |  |  | --------- |  |  |  | ----- | -
|                   |                                        |        |   |            |  |                   |  |                   |   |       
|                   |                                        |        |   |            |  |                   |  | To Be Well       
|                   |                                        |        |   |            |  | For Capital       |  | Capitalized Under
|                   |                                        |        |   | Adequacy   |  | Prompt Corrective
|                   |                                        | Actual |   | Purposes   |  | Actual Provisions
|                   |                                        |        |   |            |  |                  
|                   |                                        | Amount |   | Ratio      |  | Amount            |  | Ratio             |   | Amount |  | Ratio    
|                   |                                        |        |   |            |  |                   |  |                   |   |        |  |          
|September 30, 2002 |                                        |        |   |            |  |                   |  |                   |   |        |  |           |  |  |  |      |   |  |  |           |  |  |  |      
|                   | Total Capital to Risk Weighted Assets  |        | $ | 11,484,000 |  |                   |  | 20.85             | % |        |  | 4,406,800 |  |  |  | 8.00 | % |  |  | 5,508,500 |  |  |  | 10.00 | %
|                   | Tier 1 Capital to Risk Weighted Assets |        |   | 10,936,000 |  |                   |  | 19.85             | % |        |  | 2,203,400 |  |  |  | 4.00 | % |  |  | 3,305,100 |  |  |  | 6.00  | %
|                   | Tier 1 Capital to Average Assets       |        |   | 10,936,000 |  |                   |  | 17.19             | % |        |  | 2,545,400 |  |  |  | 4.00 | % |  |  | 3,181,750 |  |  |  | 5.00  | %

Dividends.The Bank is subject to restrictions on the payment of dividends to
us under federal banking laws and the regulations of the Department of Banking
and Finance. We in turn are also subject to limits on payment of dividends to
our shareholders by the rules, regulations and policies of federal banking
authorities. We have not paid any dividends to date, nor do we anticipate
paying dividends to our shareholders for the foreseeable future. In order to
pay such dividends, we will need to receive dividends from the Bank or have
other sources of funds. Future dividend policy will depend on the Banks
earnings, capital position, financial condition and other factors.

Market Risk Management

Asset / Liability Management.Our objective is to manage assets and liabilities
to provide a satisfactory, consistent level of profitability within the
framework of established liquidity, loan, investment, borrowing, and capital
policies. Our Asset Liability Management Committee, or ALCO, is charged with
the responsibility of monitoring these policies, which are designed to ensure
acceptable composition of asset/liability mix. Two critical areas of focus for
ALCO are interest rate sensitivity and liquidity risk management.

Interest Rate Sensitivity.In the normal course of business, we are exposed to
market risk arising from fluctuations in interest rates. ALCO measures and
evaluates the interest rate risk so that we can meet client demands for various
types of loans and deposits. ALCO determines the most appropriate amounts of
on-balance sheet and off-balance sheet items. Measurements which we use to help
us manage interest rate sensitivity include an earnings simulation model, an
economic value of equity model, and gap analysis computations. These
measurements are used in conjunction with competitive pricing analysis.

Earnings simulation model.We believe that interest rate risk is best measured
by our earnings simulation modeling. Forecasted levels of earning assets,
interest-bearing liabilities, and off-balance sheet financial instruments are
combined with ALCO forecasts of interest rates for the next 12 months and are
combined with other factors in order to produce various earnings simulations.
To limit interest rate risk, we have guidelines for our earnings at risk which
seek to limit the variance of net income to less than 10 percent for a 200
basis point change in rates from managements most likely interest rate
forecast over the next twelve months. We have operated within this guideline
since inception.

Economic value of equity. Our economic value of equity model measures the
extent that estimated economic values of our assets, liabilities and
off-balance sheet items will change as a result of interest rate changes.
Economic values are determined by discounting expected cash flows from assets,
liabilities and off-balance sheet items, which establishes a base case economic
value of equity. To help limit interest rate

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risk, we have a guideline stating that for an instantaneous 200 basis point
change in interest rates, the economic value of equity will not change by more
than 20 percent from the base case. We have operated within this guideline
since inception.

Gap analysis.An asset or liability is considered to be interest rate-sensitive
if it will reprice or mature within the time period analyzed; for example,
within three months or one year. The interest rate-sensitivity gap is the
difference between the interest-earning assets and interest-bearing liabilities
scheduled to mature or reprice within such 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 interest
rate-sensitive assets. During a period of rising interest rates, a negative gap
would tend to adversely affect net interest income, while a positive gap would
tend to result in an increase in net interest income. Conversely, during a
period of falling interest rates, a negative gap would tend to result in an
increase in net interest income, while a positive gap would tend to adversely
affect net interest income. If our assets and liabilities were equally flexible
and moved concurrently, the impact of any increase or decrease in interest
rates on net interest income would be minimal.

A simple interest rate gap analysis by itself may not be an accurate indicator
of how net interest income will be affected by changes in interest rates.
Income associated with interest-earning assets and costs associated with
interest-bearing liabilities may not be affected uniformly by changes in
interest rates. In addition, the magnitude and duration of changes in interest
rates may have a significant impact on net interest income. For example,
although certain assets and liabilities may have similar maturities or periods
of repricing, they may react in different degrees to changes in market interest
rates. Interest rates on certain types of assets and liabilities fluctuate in
advance of changes in general market rates, while interest rates on other types
may lag behind changes in general market rates. In addition, certain assets,
such as adjustable rate mortgage loans, have features (generally referred to as
interest rate caps and floors) which limit changes in interest rates.
Prepayments (for example, mortgage-backed securities) and early withdrawals
(for example, time deposits) also could deviate from those assumed in
calculating the interest rate gap. The ability of many borrowers to service
their debts also may decrease during periods of rising interest rates.

Derivatives. We may use derivative financial instruments to improve the
balance between interest-sensitive assets and interest-sensitive liabilities
and as one tool to manage our interest rate sensitivity while continuing to
meet the credit and deposit needs of our customers. At September 30, 2002, we had not entered into any derivative contracts to assist
managing our interest rate sensitivity.

Liquidity Risk Management

The purpose of liquidity risk management is to ensure that there are sufficient
cash flows to satisfy loan demand, deposit withdrawals, and our other needs.
Traditional sources of liquidity for a bank include asset maturities and growth
in core deposits. A bank may achieve its desired liquidity objectives from the
management of its assets and liabilities and by internally generated funding
through its operations. Funds invested in marketable instruments that can be
readily sold and the continuous maturing of other earning assets are sources of
liquidity from an asset perspective. The liability base provides sources of
liquidity through attraction of increased deposits and borrowing funds from
various other institutions.

Changes in interest rates also affect our liquidity position. We currently
price deposits in response to market rates and our management intends to
continue this policy. If deposits are not priced in response to market rates, a
loss of deposits could occur which would negatively affect our liquidity
position.

Scheduled loan payments are a relatively stable source of funds, but loan
payoffs and deposit flows fluctuate significantly, being influenced by interest
rates, general economic conditions and competition. Additionally, debt security
investments are subject to prepayment and call provisions that could accelerate
their payoff prior to stated maturity. We attempt to price our deposit products
to meet our asset/liability

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objectives consistent with local market conditions. Our ALCO is responsible for
monitoring our ongoing liquidity needs. Our regulators also monitor our
liquidity and capital resources on a periodic basis.

Our consolidated statement of cash flows shows net cash provided or used by
operating, investing and financing activities. These activities resulted in net
cash used of $6.6 million for the nine months ended September 30, 2002. For the
nine months ended September 30, 2002, we used $900,000 in net cash from
operating activities. Net cash used for investing activities amounted to $65
million for the nine months ended September 30, 2002 as we deployed funds
received from financing activities in earning assets and premises and
equipment.

At September 30, 2002, we had unfunded loan
commitments outstanding of $13.0
million and outstanding standby letters of credit of $967,000. Because these
commitments generally have fixed expiration dates and many will expire without
being drawn upon, the total commitment level does not necessarily represent
future cash requirements. If needed to fund these outstanding
commitments, the
Bank has the ability to liquidate Federal funds sold or securities
available-for-sale or on a short-term basis to borrow and purchase Federal
funds from other financial institutions. Additionally, the Bank could also sell
participations in these or other loans to correspondent banks. To
date, the
Bank has been able to fund its ongoing liquidity needs through attraction of
additional deposits or liquidation of Federal funds sold. At September 30,
2002, the Bank had accommodations with upstream correspondent banks for
unsecured short-term advances of approximately $4.5 million. These accommodations
have various covenants related to their term and availability, and in most
cases must be repaid within less than a month.

In addition, the Bank is a member of the Federal Home Loan Bank of Atlanta. As
a result, the Bank receives advances from the Federal Home Loan Bank of
Atlanta, pursuant to the terms of various borrowing agreements, which assist it
in the funding of its home mortgage and commercial real estate loan portfolios.
The Bank has pledged under the borrowing agreements with the Federal Home Loan
Bank of Atlanta certain qualifying residential mortgage loans and, pursuant to
a blanket lien, all qualifying commercial mortgage loans as collateral.

At September 30, 2002, the Bank had received an advance from the Federal Home
Loan Bank of Atlanta totaling $1.5 million. Based on the collateral pledged to
the Federal Home Loan Bank of Atlanta, the Bank had additional capacity of
approximately $4 million at September 30, 2002 which it could use to secure
additional advances, subject to Federal Home Loan Bank of Atlanta requirements.

At September 30, 2002, brokered certificates of deposit approximated $2.0
million, or 3.5% of total deposits. We issue these brokered certificates
through several different brokerage houses based on competitive bid. Typically,
these funds are for varying maturities from six months to two years and are
issued at rates which are competitive to rates we would be required to pay to
attract similar deposits from the local market as well as rates for Federal
Home Loan Bank of Atlanta advances of similar maturities. We consider these
deposits to be a ready source of liquidity under current market conditions.

Our management believes that we have adequate liquidity to meet all known
contractual obligations and unfunded commitments, including loan commitments
and reasonable borrower, depositor, and creditor requirements over the next
twelve months.

Recently Issued Accounting Pronouncements

On July 30, 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards Statement No. 146, Accounting for Costs
Associated with Exit or Disposal Activities(SFAS No. 146).The standard
replaces EITF Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring) and requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are

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associated with a restructuring, discontinued operation, plant closing, or
other exit or disposal activity. SFAS 146 is effective prospectively to exit or
disposal activities initiated after December 31, 2002.

Impact of Inflation

The consolidated financial statements and related consolidated financial data
presented herein have been prepared in accordance with generally accepted
accounting principles and practices within the banking industry which require
the measurement of financial position and operating results in terms of
historical dollars without considering the changes in the relative purchasing
power of money over time due to inflation. Unlike most industrial companies,
virtually all the assets and liabilities of a financial institution are
monetary in nature. As a result, interest rates have a more significant impact
on a financial institutions performance than the effects of general levels of
inflation.




Item 3.  Controls and Procedures

Within the 90-day period prior to the filing of this Quarterly Report on
Form 10-QSB, an evaluation was carried out under the supervision and with the
participation of management, including the principal executive and financial
officer, of the effectiveness of the Companys disclosure controls and
procedures. Based on that evaluation, the principal executive and financial
officer has concluded that the Companys disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. Subsequent to this
evaluation, there were no significant changes in the Companys internal
controls or in other factors that could significantly affect the disclosure
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.




PART II.  OTHER INFORMATION




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

|     |  |                                                                           
|---- |  | --------------------------------------------------------------------------
|99.1 |  | Certification pursuant to 18 USC Section 1350  Sarbanes-Oxley Act of 2002

(b)  Reports on form 8-K

None.

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SIGNATURES

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

|                                                                                                   
|---------------------------------------------------------------------------------------------------
|FCB FINANCIAL CORP                                                                                 
|                                                                                                   
|By: /s/ Brian Foster                                                                               
|                                                                                                   
|Brian Foster
President and CEO
(Principal Executive and Financial Officer)
Date:  November 13, 2002

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CERTIFICATION OF CHIEF EXECUTIVE AND FINANCIAL OFFICER

I, Brian R. Foster, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of FCB Financial Corp.;                                                                                                                                                                                                                                                    
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



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

|                         |  |                                                                                                 
|------------------------ |  | ------------------------------------------------------------------------------------------------
|Date:  November 13, 2002 |  | /s/ Brian R. Foster                                                                             
|                         |  |                                                                                                 
|                         |  | Brian R. Foster
President and Chief Executive Office
(Principal Executive and Financial Officer)

18