SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM l0-KSB

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


                For the fiscal year ended December 31, 2001

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        Act Of 1934.

              For the transition period from ______________ to ______________

                        Commission File Number 000-24907

                                IBL BANCORP, INC.
                 (Name of small business issuer in its charter)

            LOUISIANA                                  72 - 1421499
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)              Identification No.)

                23910 RAILROAD AVE., PLAQUEMINE, LOUISIANA 70764
                    (Address of principal executive offices)

          Issuer's telephone number, including area code: (225)687-6337

           Securities registered pursuant to Section 12(b) of the Act:
                                 Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.0l per share
                                (Title of Class)

         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 issuer was required to file such
         reports), and (2) has been subject to such filing requirements for the
         past 90 days. Yes [X] No [ ]

         Check if there is no disclosure of delinquent filers in response to
         Item 405 of Regulation S-B contained in this form, and no disclosure
         will be contained, to the best of Issuer's knowledge, in definitive
         proxy or information statements incorporated by reference in Part III
         of this Form 10-KSB. [X]

         Issuer's revenues for the fiscal year ended December 31, 2001:
         $2,570,131

         As of March 15, 2002, the aggregate market value of the 142,475 shares
         of Common Stock of the Issuer held by non-affiliates, which excludes
         68,395 shares held by all directors, executive officers and employee
         benefit plans of the Issuer, was approximately $1.78 million. This
         figure is based on the average of the bid and asked prices of $12.50
         per share of the Issuer's Common Stock on March 15, 2002.

         Number of shares of Common Stock outstanding on March 15, 2002: 210,870
         Transitional Small Business Disclosure Format (check one) : Yes [ ] No
         [X]

                                       1
<PAGE>


      DOCUMENTS INCORPORATED BY REFERENCE:

                    (1) Portions of the Annual Report to Stockholders for the
      year ended December 31, 2001 are incorporated into Part II, Items 5
      through 8 and Part III, Item 13 of this Form l0-KSB.



                                       2
<PAGE>


                    PART I.

                             Item 1. Description of Business.

                    IBL Bancorp, Inc. (the "Company") is a Louisiana corporation
      organized in June 1998 by Iberville Building and Loan Association (the
      "Association") for the purpose of becoming a unitary holding company of
      the Association. The only significant assets of the Company are the
      capital stock of the Association, the Company's loan to its Employee Stock
      Ownership Plan (the "ESOP"), and cash, deposits and investment securities
      totaling $875,000 at December 31, 2001. The business and management of the
      Company primarily consists of the business and management of the
      Association. The Company neither owns nor leases any property, but instead
      uses the premises, equipment and furniture of the Association. The Company
      does not intend to employ any persons other than officers of the
      Association, and the Company utilizes the support staff of the Association
      from time to time. Additional employees will be hired as appropriate to
      the extent the Company expands or changes its business in the future.

                    The Association is a Louisiana-chartered stock savings and
      loan association that was originally formed in 1915. The Association
      conducts business from its office in Plaquemine, Louisiana. At December
      31, 2001, the Company had $33.1 million of total assets, $29.0 million of
      total liabilities, including $25.8 million of deposits, and $4.1 million
      of total stockholders' equity (representing 12.5% of total assets).

                    The Association is primarily engaged in attracting deposits
      from the general public and using those and other available sources of
      funds to originate loans secured primarily by single-family residences
      (one-to-four units) located mainly in the parishes of Iberville and West
      Baton Rouge. To a lesser extent, the Association also originates consumer
      loans, construction loans and commercial real estate loans. At December
      31, 2001, the Company's net loans receivable totaled $20.8 million or
      62.8% of the Company's total assets. Conventional first mortgage, one- to
      four-family residential loans (excluding construction loans) amounted to
      $13.8 million or 61.5% of the Company's total loan portfolio at December
      31, 2001. In addition, the Association invests in investment securities
      and certificates of deposit. The Company had $8.5 million of investment
      securities at December 31, 2001, representing 25.6% of total assets. Of
      the $8.5 million of investment securities, $474,000 matures within five
      years of December 31, 2001. Also at December 31, 2001, the Company had
      $905,000 or 2.7% of total assets in certificates of deposits with other
      financial institutions, all of which will mature within the next two
      years.

                    The Association is a community-oriented savings institution,
      which emphasizes retail lending and deposit products, customer service and
      convenience. The Association has generally sought to achieve long-term
      financial strength and stability by (1) increasing the amount and
      stability of its net interest income, (2) managing its assets and
      liabilities to reduce its vulnerability to changes in interest rates, and
      (3) maintaining a low level of non-performing assets. Highlights of the
      Association's business strategy include the following.

                                       3
<PAGE>

                    Capital Position. As of December 31, 2001, the Association
      had total stockholder's equity of $4.1 million and exceeded all of its
      regulatory capital requirements, with tangible, core and risk-based
      capital ratios of 9.98%, 9.98% and 21.34%, respectively, as compared to
      the minimum requirements of 1.5%, 4.0% and 8.0%, respectively.

                    Profitability. The Company has been profitable in each of
      the last three years. For the year ended December 31, 2001, net income was
      $280,000 compared to $297,000 and $184,000 in 2000 and 1999, respectively.

                    Asset Quality. The Company's total non-performing assets
      were 0.68% of total assets at December 31, 2001 compared to 1.22% and
      0.41% of total assets at December 31, 2000 and 1999, respectively.
      Non-accruing single-family residential loans and consumer loans
      represented 100% of the total non-performing assets at December 31, 2001
      and 1999. At December 31 2000, non-performing assets included one
      commercial real estate loan of $30,000 and the remainder was made up of
      single-family residential and consumer loans. At December 31, 2001, the
      Company's allowance for loan losses amounted to $386,000 or 1.7% of the
      total loan portfolio.

                    Interest Rate Risk. The primary elements of the Company's
      strategy to manage its interest rate risk include (1) emphasizing the
      origination of adjustable-rate mortgages ("ARMs"), (2) purchasing
      adjustable-rate mortgage-backed securities, (3) since mid-1996,
      originating fixed-rate single-family residential loans to meet customer
      demand, and (4) maintaining lower-costing passbook and negotiable order of
      withdrawal ("NOW") accounts. Based upon certain repricing assumptions, the
      Company's interest-bearing liabilities repricing or maturing within one
      year exceeded its interest-earning assets with similar characteristics by
      $1.2 million or 3.6% of total assets at December 31, 2001.

                    Community Orientation. The Company is committed to meeting
      the financial needs of the communities in which it operates. Management
      believes the Association is large enough to provide a full range of
      personal financial services, yet small enough to be able to provide
      services on a personalized and efficient basis. At December 31, 2001, most
      of the Company's loans were to residents of its primary market area of
      Iberville and West Baton Rouge parishes. The Company intends to continue
      its practice of investing in loans in its primary market area in
      accordance with its underwriting standards, subject to economic conditions
      and the availability of reasonable investment alternatives.

                    The Association is subject to examination and comprehensive
      regulation by the Louisiana Office of Financial Institutions ("OFI"),
      which is the Association's chartering authority, and by the Office of
      Thrift Supervision ("OTS"), which is the Association's primary federal
      regulator. The Association is also regulated by the Federal Deposit
      Insurance Corporation ("FDIC"), the administrator of the Savings
      Association Insurance Fund ("SAIF"), which insures deposits in the
      Association to the maximum extent provided by law. The Association is also
      subject to certain reserve requirements established by the Board of
      Governors of the Federal Reserve System ("FRB") and is a member of the
      Federal Home Loan Bank ("FHLB") of Dallas, which is one of the 12 regional
      banks comprising the FHLB System.

                                       4
<PAGE>

                    The executive office for the Company and the Association is
      located at 23910 Railroad Ave., Plaquemine, LA 70764, and its telephone
      number is (225) 687-6337.

                    Market Area

                    The Company's primary market area consists of Iberville and
      West Baton Rouge parishes in Louisiana. These parishes maintain a large
      commuter population with residents commuting to jobs in Baton Rouge. The
      population of Iberville Parish increased by 7.3% in 2000 from 1990, while
      the population of West Baton Rouge Parish increased by approximately 11.2%
      during this period. The unemployment rate for Iberville and West Baton
      Rouge Parishes was 9.5% and 5.3%, respectively, in 2000, compared to 5.4%
      for Louisiana and 4.0% for the United States. In addition, the per capita
      income for Iberville and West Baton Rouge Parishes in 1994 was $16,000 and
      $17,300, respectively, compared to $18,100 for Louisiana and $22,000 for
      the United States.

                    Major employers in the two parishes are Dow USA, Iberville
      and West Baton Rouge School Systems, Syngenta and Georgia Gulf. In
      addition, The Port of Greater Baton Rouge, located in West Baton Rouge
      Parish, is a major port which provides export and import shipping. There
      is also a large concentration of petro-chemical complexes and refineries
      that utilize the port's facilities as well as the Mississippi River for
      transportation of their products. Due to this large concentration of
      petro-chemical complexes and refineries, any downturn in these industries
      could have a significant impact on the Company's consolidated financial
      statements and results of operations.

                    Lending Activities

                    Loan Portfolio Composition. At December 31, 2001, the
      Company's net loan portfolio totaled $20.8 million, representing
      approximately 62.8% of the Company's $33.1 million of total assets at that
      date. All of the loans included in the loan portfolio at December 31, 2001
      were loans originated by the Association. The principal lending activity
      of the Association is the origination of single-family residential loans,
      consumer loans, construction loans and to a lesser extent commercial real
      estate loans and land loans. At December 31, 2001, single-family
      residential and consumer loans amounted to 61.5% and 23.2%, respectively,
      of the Company's total loan portfolio, while construction loans and
      commercial real estate loans represented 6.4% and 7.9%, respectively, of
      the total loan portfolio, in each case before net items.



                                       5
<PAGE>
                    Loan Portfolio Composition. The following table sets forth
      the composition of the Company's loan portfolio by type of loan at the
      dates indicated.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Loan Portfolio Composition
                                                                              December 31,
                                            ------------------------------------------------------------------------------
                                                     2001                       2000                         1999
                                            ---------------------      ----------------------      -----------------------
                                            Amount        Percent       Amount        Percent       Amount         Percent
                                                   (Dollars in Thousands)
<S>                                        <C>             <C>         <C>              <C>        <C>               <C>
Real estate loans
     Single-family residential .......     $13,827         61.48%      $13,964          63.36%     $12,387           64.10%
     Construction ....................       1,445          6.42%        1,473          6.68%          776            4.02%
     Commercial real estate ..........       1,774          7.89%        1,381          6.27%        1,309            6.78%
     Land ............................         235          1.04%          345          1.57%          401            2.08%
                                           -------        ------       -------        ------       -------          ------
          Total real estate loans ....      17,281         76.83%       17,163         77.88%       14,873           76.98%
                                           -------        ------       -------        ------       -------          ------

Consumer loans
     Home equity and improvement .....         752          3.34%          980          4.45%          956            4.95%
     Loans secured by savings accounts         486          2.16%          547          2.48%          555            2.87%
     Automobile ......................       1,672          7.43%        1,640          7.44%        1,466            7.59%
     Unsecured .......................       1,976          8.79%        1,492          6.77%        1,339            6.93%
     Other ...........................         327          1.45%          217          0.98%          131            0.68%
                                          -------        ------       -------         ------       -------          ------
         Total consumer loans .......       5,213         23.17%        4,876          22.12%        4,447           23.02%
                                          -------        ------       -------         ------       -------          ------
         Total loans ................      22,494        100.00%       22,039         100.00%       19,320          100.00%
                                                         ======                       ======                        ======
Less:
     Unearned discount ...............         220                         290                         244
     Loans in process ................       1,069                         671                         517
     Deferred fees ...................          20                          12                          10
     Allowance for loan losses .......         386                         396                         406
                                           -------                     -------                  ----------
          Total loans receivable, net      $20,799                     $20,670                  $   18,143
                                           =======                     =======                  ==========

 </TABLE>


                                       6
<PAGE>

                    Contractual Terms to Final Maturities. The following table
      sets forth certain information as of December 31, 2001 regarding the
      dollar amount of loans maturing in the Company's portfolio, based on the
      contractual date of the loan's final maturity, before giving effect to net
      items. Demand loans and loans having no stated schedule of repayments and
      no stated maturity are reported as due in one year or less. The amounts
      shown below do not reflect normal principal amortization; rather, the
      balance of each loan outstanding at December 31, 2001 is shown in the
      appropriate year of the loan's final maturity.


<TABLE>
<CAPTION>
 IBL Bancorp, Inc.
Loan Contractual Terms to Final Maturities
                                             Single-                       Commercial
                                             family                           real
                                           residential    Construction       estate         Land          Consumer        Total
                                           -----------    ------------       ------         ----          --------        -----
<S>                                           <C>            <C>            <C>            <C>            <C>            <C>
Amounts due after December 31, 2001 in:
---------------------------------------
One year or less                              $   102        $ 1,445        $   453        $     1        $ 1,425        $ 3,426
After one through two years                       483           --             --                8            684          1,175
After two through three years                     107           --             --                4            720            831
After three through five years                    472           --             --               48          1,848          2,368
After five through ten years                    2,490           --               84            111            459          3,144
After ten through fifteen years                 3,495           --              637             63             77          4,272
After fifteen years                             6,678           --              600           --             --            7,278
                                              -------        -------        -------        -------        -------        -------
   Total loans (1)                            $13,827        $ 1,445        $ 1,774        $   235        $ 5,213        $22,494
                                              =======        =======        =======        =======        =======        =======
</TABLE>

(1) Gross of unearned discount, loans in process, deferred loan origination
fees and the allowance for loan losses.


                    The following table sets forth the dollar amount of all
      loans, before net items, due after one year from December 31, 2001 as
      shown in the preceding table, which have fixed interest rates or which
      have floating or adjustable interest rates.
<TABLE>
<CAPTION>
IBL BANCORP, INC.
Fixed and Variable Rate Loans
                                                       Due After One Year From
                                                           December 31, 2001
                                                           -----------------
                                                              Floating or
                                              Fixed           Adjustable
                                              Rates              Rates             Total
                                              -----              -----             -----
                                                       (Dollars in Thousands)
<S>                                          <C>                <C>               <C>
Single-family residential loans              $ 3,098            $ 10,627          $13,725
Commercial real estate loans                      34               1,287            1,321
Land loans                                       196                  38              234
Consumer loans                                 3,218                 570            3,788
  Total loans                                $ 6,546            $ 12,522          $19,068
</TABLE>


                                       7
<PAGE>


                    Scheduled contractual maturities of loans do not necessarily
      reflect the actual term of the Company's loan portfolio. The average life
      of mortgage loans is substantially less than their average contractual
      terms because of loan prepayments. The average life of mortgage loans
      tends to increase when current mortgage loan rates substantially exceed
      rates on existing mortgage loans and, conversely, decrease when rates on
      existing mortgage loans substantially exceed current mortgage loan rates.


                    Origination of Loans. The lending activities of the
      Association are subject to the written, non-discriminatory, underwriting
      standards and lending policies established by the Association's Board of
      Directors and management. Loan originations are obtained through a variety
      of sources, including referrals from real estate brokers, builders and
      existing customers, newspaper and billboard advertising, and walk-in
      customers. Loan applications are taken by lending personnel, and the loan
      department supervises the procurement of credit reports, appraisals and
      other documentation involved with a loan. Property valuations are
      generally performed by independent outside appraisers approved by the
      Association's Board of Directors. The Association generally requires title
      insurance (or an attorney's opinion of title) and hazard insurance on
      property securing first mortgage loans. Title insurance is not required
      for consumer loans.

                    The Association's loan approval process is intended to
      assess the borrower's ability to repay the loan, the viability of the loan
      and the adequacy of the value of the property that will secure the loan.
      The Association's lending policies allow its President or loan officer
      authority to approve all types of loans not exceeding $30,000. Loan
      amounts over $30,000 up to $150,000 may be approved by the Association's
      President or loan officer and two other members of the board of directors.
      Loans in excess of $150,000 must be approved by the Association's entire
      board of directors, excluding the Association's attorney who abstains from
      voting on loans due to his involvement in the majority of the
      Association's real estate loan closings.

                    Generally, the Association originates substantially all of
      the loans in its portfolio and holds them until maturity.



                                       8
<PAGE>

                    The following table shows total loans originated and repaid
      during the periods indicated. No loans were purchased or sold during the
      periods shown.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Origination of Loans
                                                                December 31,
                                                                ------------
                                                       2001         2000        1999
                                                       ----         ----        ----
                                                           (Dollars in Thousands)
<S>                                                  <C>          <C>          <C>
Loan originations
     Single-family residential
       Loans for portfolio                           $ 3,069      $ 3,794      $ 2,696
     Construction                                        845        1,493          776
     Commercial real estate                              408          122           52
     Land                                                 34           84          269
     Consumer                                          1,472        2,222        2,421
                                                     -------      -------      -------
         Total loans originated                        5,828        7,715        6,214
                                                     -------      -------      -------
Reductions
     Loan principal reductions                        (6,056)      (5,394)      (5,170)
                                                     -------      -------      -------
Increase (decrease) due to other items - net (1)         357          206         (110)
                                                     -------      -------      -------
Net increase in loan portfolio                       $   129      $ 2,527      $   934
                                                     =======      =======      =======

</TABLE>

(1)  Other items, net include the effects relating to unearned discount, loans
     in process, deferred loan origination fees and the allowance for loan
     losses.

                    Real Estate Lending Standards and Underwriting Policies. All
      financial institutions were required to adopt and maintain comprehensive
      written real estate lending policies that are consistent with safe and
      sound banking practices. These lending policies must reflect consideration
      of the Interagency Guidelines for Real Estate Lending Policies adopted by
      the federal banking agencies, including the OTS, in December 1992
      ("Guidelines"). The Guidelines set forth uniform regulations prescribing
      standards for real estate lending. Real estate lending is defined as
      extensions of credit secured by liens on interests in real estate or made
      for the purpose of financing the construction of a building or other
      improvements to real estate, regardless of whether a lien has been taken
      on the property.


                                       9
<PAGE>

                    An institution's lending policy must address certain lending
      considerations set forth in the Guidelines, including loan-to-value
      ("LTV") limits, loan administration procedures, underwriting standards,
      portfolio diversification standards, and documentation, approval and
      reporting requirements. The policy must also be appropriate to the size of
      the institution and the nature and scope of its operations, and must be
      reviewed and approved by the institution's board of directors at least
      annually. The LTV ratio framework, with the LTV ratio being the total
      amount of credit to be extended divided by the appraised value or purchase
      price of the property at the time the credit is originated, must be
      established for each category of real estate loans. If a loan is not
      secured by a first lien, the lender must combine all senior liens when
      calculating this ratio.

                    Certain institutions can make real estate loans that do not
      conform with the established LTV ratio limits up to 100% of the
      institution's total capital. Within this aggregate limit, total loans for
      all commercial, agricultural, multi-family and other non-one-to-four
      family residential properties should not exceed 30% of total capital. An
      institution will come under increased supervisory scrutiny as the total of
      such loans approaches these levels. Certain loans are exempt from the LTV
      ratios (e.g., those guaranteed by a government agency, loans to facilitate
      the sale of real estate owned, loans renewed or restructured by the
      original lender(s) to the same borrower(s) where there is no advancement
      of funds, etc.).

                    The Association is in compliance with the above standards.

                    Although Louisiana laws and regulations permit
      state-chartered savings institutions, such as the Association, to
      originate and purchase loans secured by real estate located throughout the
      United States, the Association's present lending is done primarily within
      its primary market area, which consists of Iberville and West Baton Rouge
      Parishes in Louisiana. Subject to the Association's loans-to-one borrower
      limitation, the Association is permitted to invest without limitation in
      residential mortgage loans and up to 400% of its capital in loans secured
      by non-residential or commercial real estate. The Association may also
      invest in secured and unsecured consumer loans in an amount not exceeding
      35% of the Association's total assets. This 35% limitation may be exceeded
      for certain types of consumer loans, such as home equity and property
      improvement loans secured by residential real property. In addition, the
      Association may invest up to 10% of its total assets in secured and
      unsecured loans for commercial, corporate, business or agricultural
      purposes. At December 31, 2001, the Association was well within each of
      the above lending limits.

                    A savings institution generally may not make loans to one
      borrower and related entities in an amount which exceeds the greater of
      (a) 15% of its unimpaired capital and surplus, although loans in an amount
      equal to an additional 10% of unimpaired capital and surplus may be made
      to a borrower if the loans are fully secured by readily marketable
      securities, and (b) $500,000. At December 31, 2001, the Association's
      limit on loans-to-one borrower was $500,000 and its five largest loans or
      groups of loans-to-one borrower, including related entities amounted to
      $600,000, $497,000, $440,000, $432,000, and $423,000, respectively, at
      such date. The $600,000 loan is a construction loan, which is secured by
      real property and a $300,000 certificate of deposit. Due to the additional
      collateral of the certificate of deposit it was allowable for this loan to
      exceed the $500,000 limit of loans-to-one borrower. In addition to these,
      the Association had a participation loan with a balance of $357,000 at
      December 31, 2001. All of the Association's five largest loans or groups
      of loans were performing in accordance of their terms at December 31,
      2001. The $600,000 borrowing relationship is a construction loan for a
      single-family residence, which is secured by a first mortgage on real
      estate and a $300,000 certificate of deposit. The $497,000 borrowing

                                       10
<PAGE>

      relationship is first and second mortgage on a single-family residence.
      The $440,000 borrowing relationship consists of a commercial real estate
      loan in the amount of $331,000, a single-family residential loan in the
      amount of $15,000 and six consumer loans with total balances of $94,000.

                    Loans on Existing Residential Properties. The primary real
      estate lending activity of the Association is the origination of loans
      secured by first mortgage liens on single-family residences. At December
      31, 2001, $13.8 million or 61.5% of the Company's total loan portfolio,
      before net items, consisted of single-family residential loans.

                    The loan-to-value ratio, maturity and other provisions of
      the loans made by the Association generally have reflected the policy of
      making less than the maximum loan permissible under applicable
      regulations, in accordance with sound lending practices, market conditions
      and underwriting standards established by the Association. The
      Association's lending policies on single-family residential mortgage loans
      generally limit the maximum loan-to-value ratio to 80% of the lesser of
      the appraised value or purchase price of the property, and generally the
      single-family residential loans in excess of an 80% loan-to-value ratio
      require private mortgage insurance. Residential mortgage loans are
      amortized on a monthly basis with principal and interest due each month
      and customarily do not include "due-on-sale" clauses.

                    Various legislative and regulatory changes have given the
      Association the authority to originate and purchase mortgage loans which
      provide for periodic interest rate adjustments subject to certain
      limitations. The Association has been actively marketing ARMs in order to
      decrease the vulnerability of its operations to changes in interest rates.
      At December 31, 2001, single-family residential ARMs represented $10.6
      million or 47.2% of the total loan portfolio, before net items.

                    The Association's single-family residential ARMs are fully
      amortizing loans with contractual maturities of up to 30 years. These
      loans have interest rates which are scheduled to adjust periodically in
      accordance with a designated index. The Association currently offers ARMs
      on which the interest rate adjusts every year based upon the national
      average contract interest rate for all major types of lenders on the
      purchases of previously occupied homes, plus a specified margin. The
      margin above the index is generally .25%. There is a 2% cap on the rate
      adjustment per period and a 13% cap on the maximum interest rate during
      the life of the loan. The adjustable-rate loans in the Association's loan
      portfolio are not convertible into fixed-rate loans, are not assumable
      without the Association's consent, do not contain prepayment penalties and
      do not produce negative amortization.

                    The Association qualifies borrowers based on the initial
      interest rate on the ARM rather than the fully indexed rate. In a rising
      interest rate environment, the interest rate on the ARM will increase on

                                       11
<PAGE>

      the next adjustment date, resulting in an increase in the borrower's
      monthly payment. To the extent the increased rate adversely affects the
      borrower's ability to repay his loan, the Association is exposed to
      increased credit risk. As of December 31, 2001, the Company's non-accruing
      residential loans were $129,000. See "-Asset Quality."

                    The demand for adjustable-rate loans in the Association's
      primary market area has been a function of several factors, including the
      level of interest rates and the difference between the interest rates
      offered by competitors for fixed-rate loans and adjustable-rate loans. Due
      to the generally lower rates of interest prevailing in recent periods,
      consumer preference for fixed-rate loans has increased. In mid-1996, the
      Association began offering 15 year, fixed-rate residential loans for
      retention in its portfolio, which loans totaled $3.1 million at December
      31, 2001.

                    Construction Loans. At December 31, 2001, $1.4 million or
      6.4% of the Association's total loan portfolio, before net items,
      consisted of seven construction loans. Construction loans are not being
      actively marketed and are offered primarily as a service to existing
      customers. All of the seven construction loans were for the construction
      of single-family dwellings in the amounts of $600,000, $200,000, $150,000,
      $150,000, $145,000, $100,000 and $100,000 at December 31, 2001, including
      amounts not yet disbursed. These construction loans each bear a fixed
      interest rate during the construction phase and are structured to be
      converted to adjustable-rate permanent loans at the end of the
      construction phase. The adjustable-interest rate is not determined until
      the end of the construction phase, and the Association does not charge an
      additional loan origination fee when the construction loan is converted to
      a permanent loan.

                    Construction lending is generally considered to involve a
      higher degree of risk of loss than long-term financing on improved,
      owner-occupied real estate because of the uncertainties of construction,
      including the possibility of costs exceeding the initial estimates and the
      need to obtain a tenant or purchaser if the property will not be
      owner-occupied. The Association generally attempts to mitigate the risks
      associated with construction lending by, among other things, lending
      primarily in its market area, using conservative underwriting guidelines,
      and closely monitoring the construction process.

                    Commercial Real Estate Loans. The Association's commercial
      real estate loan portfolio primarily consists of loans secured by retail
      establishments and two trailer parks located within the Association's
      primary market area. Commercial real estate loans amounted to $1.8 million
      or 7.9% of the total loan portfolio at December 31, 2001. The largest
      commercial real estate loan at December 31, 2001 was a loan secured by
      several commercial properties, a rental house and a personal residence and
      amounted to $331,000 at such date. The average balance of commercial real
      estate loans at December 31, 2001 was approximately $104,000.

                    Nonresidential real estate loans may have terms up to 30
      years and generally have adjustable rates of interest. The Association
      uses the same index for commercial loans as it uses for single-family
      residential loans, except that the margin for commercial loans is
      generally 1.25% above the index. As part of its commitment to loan


                                       12
<PAGE>

      quality, the Association's senior management reviews each nonresidential
      loan prior to approval by the Board of Directors. All loans are based on
      the appraised value of the secured property, and commercial real estate
      loans are generally not made in amounts in excess of 80% of the appraised
      value of the secured property. All appraisals are performed by an
      independent appraiser designated by the Association and are reviewed by
      management. In originating nonresidential loans, the Association considers
      the quality of the property, the credit of the borrower, the historical
      and projected cash flow of the project, the location of the real estate
      and the quality of the property management. A total of $122,000 of
      commercial real estate loans were originated in 2000, and $408,000 were
      originated in 2001.

                    Commercial real estate lending is generally considered to
      involve a higher degree of risk than single-family residential lending.
      Such lending typically involves large loan balances concentrated in a
      single borrower or groups of related borrowers for rental or business
      properties. In addition, the payment experience on loans secured by
      income-producing properties is typically dependent on the success of the
      operation of the related project and thus is typically affected by adverse
      conditions in the real estate market and in the economy. The Association
      generally attempts to mitigate the risks associated with commercial real
      estate lending by, among other things, lending primarily in its market
      area and using low LTV ratios in the underwriting process.

                    Land Loans. As of December 31, 2001, the Association's land
      loans are secured by vacant lots. These loans are generally for a maximum
      of seven years and are fully amortizing. At December 31, 2001, the
      Association's land loans amounted to $234,000 or 1.0% of the total loan
      portfolio. Of such amount, $196,000 of the land loans had fixed rates
      while $38,000 had adjustable interest rates. In 1998, the Association
      agreed to participate in a $5.5 million loan with seven other financial
      institutions to finance the development of 400 acres of land in the
      Association's market area. The Association had a $385,000 or 7% interest
      in the loan, and the funds were disbursed as the development progressed.
      This loan was later changed to a monthly amortization loan with regular
      monthly payments of principal and interest. As of December 31, 2001,
      $357,000 was outstanding on this participation loan. The land is being
      developed into an 18-hole golf course and into vacant lots for
      single-family residences. As of the filing of this report, 48 lots had
      been sold, seventeen houses were complete and one other home was in
      construction. The loan bears an interest rate of 1% below a specified
      prime rate and as the lots are sold additional money is applied to the
      principal.

                    Land development and acquisition loans involve significant
      additional risks when compared with loans on existing residential
      properties. These loans typically involve large loan balances to single
      borrowers, and the payment experience is dependent on the successful
      development of the land and the sale of the lots. These risks can be
      significantly impacted by supply and demand conditions. The Association
      reviewed a feasibility study and market analyses with respect to the above
      project. In addition, the land was already owned by the developer and
      serves as collateral for the loan.

                    Consumer Loans. Subject to restrictions contained in
      applicable federal laws and regulations, the Association is authorized to
      make loans for a wide variety of personal or consumer purposes. At

                                       13
<PAGE>

      December 31, 2001, $5.2 million or 23.2% of the total loan portfolio
      consisted of consumer loans.

                    The Association originates consumer loans in order to
      provide a full range of financial services to its customers and because
      such loans generally have shorter terms and higher interest rates than
      residential mortgage loans. The consumer loans offered by the Association
      include home improvement loans, loans secured by deposit accounts in the
      Association, automobile loans, mobile home loans, unsecured loans and
      other miscellaneous loans.

                    Home equity and improvement loans are originated by the
      Association for generally up to 80% of the appraised value, less the
      amount of any existing prior liens on the property. The Association
      secures the loan with a mortgage on the property (generally a second
      mortgage) and will originate the loan even if another institution holds
      the first mortgage. The loans have a maximum term of 15 years. At December
      31, 2001, home equity and improvement loans totaled $752,000 or 3.3% of
      the total loan portfolio.

                    The Association offers loans secured by deposit accounts in
      the Association, which loans amounted to $486,000 or 2.2% of the total
      loan portfolio at December 31, 2001. Such loans are originated for up to
      90% of the account balance, with a hold placed on the account restricting
      the withdrawal of the account balance. The interest rate on the loan is
      equal to the interest rate paid on the account plus 2%, subject to a
      minimum interest rate of 7% on the loan.

                    The Association offers automobile loans on both new and used
      vehicles. There is a fairly even split among loans secured by new and used
      vehicles. The automobile loans have fixed rates of interest and terms of
      up to five years for new vehicles and four years for used vehicles.
      Automobile loans amounted to $1.7 million or 7.4% of the total loan
      portfolio at December 31, 2001.

                    The unsecured loans originated by the Association are
      generally for a maximum of $5,000 and a maximum term of 36 months,
      although the Association's policy permits up to $10,000 unsecured loans
      for a term of up to 48 months. These loans bear a fixed rate of interest
      and generally require monthly payments of principal and interest. The
      amount of unsecured loans at December 31, 2001 was $2.0 million or 8.8% of
      the total loan portfolio.

                    Other consumer loans primarily consist of mobile home loans
      and overdrafts and amounted to $327,000 or 1.5% of the total loan
      portfolio at December 31, 2001.

                    Consumer loans generally have shorter terms and higher
      interest rates than mortgage loans but generally involve more credit risk
      than mortgage loans because of the type and nature of collateral and, in
      certain cases, the absence of collateral. In addition, consumer lending
      collections are dependent on the borrower's continuing financial
      stability, and thus are more likely to be adversely affected by job loss,
      divorce, illness and personal bankruptcy. In many cases, any repossessed
      collateral for a defaulted consumer loan will not provide an adequate
      source of repayment of the outstanding loan balance because of improper

                                       14
<PAGE>

      repair and maintenance of the underlying security. The remaining
      deficiency often does not warrant further substantial collection efforts
      against the borrower. The Association believes that the generally higher
      yields can compensate for the increased credit risk associated with such
      loans and that consumer loans are important to its efforts to increase
      rate sensitivity, shorten the average maturity of its loan portfolio and
      provide a full range of services to its customers.

                    Loan Origination and Other Fees. In addition to interest
      earned on loans, the Association receives loan origination fees or
      "points" for originating loans. Loan points are a percentage of the
      principal amount of the mortgage loan and are charged to the borrower in
      conjunction with the origination of the loan.

                    In accordance with SFAS No. 91, which deals with the
      accounting for non-refundable fees and cost associated with originating or
      acquiring loans, the Association's loan origination fees and certain
      related direct loan origination costs are offset, and the resulting net
      amount is deferred and amortized as interest income over the contractual
      life of the related loans as an adjustment to the yield of such loans. At
      December 31, 2001, the Association had $20,000 of loan fees which had been
      deferred and are being recognized as income over the contractual life of
      the related loans.

                    Asset Quality

                    Delinquent Loans. The following table sets forth information
      concerning delinquent loans at December 31, 2001, in dollar amounts and as
      a percentage of the Company's total loan portfolio. The amounts presented
      represent the total outstanding principal balances of the related loans,
      rather than the actual payment amounts which are past due.


<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Delinquent Loans
                                                                              December 31, 2001
                                                                              -----------------
                                           Single-family              Commercial
                                            Residential               Real Estate             Consumer                Total
                                        ----------------------    -------------------     ------------------     -------------------
                                        Amount         Percent    Amount      Percent     Amount     Percent     Amount      Percent
                                        ------         -------    ------      -------     ------     -------     ------      -------
                                                                   (Dollars in Thousands)
<S>                                     <C>             <C>       <C>          <C>         <C>         <C>       <C>          <C>
Loans Delinquent for:
     30 - 59 days                       $ 597           2.65%     $ 155        0.69%       $ 283       1.26%     $ 1,035      4.60%
     60 - 89 days                         264           1.17%         -        0.00%          34       0.15%         298      1.32%
     90 days and over                     129           0.57%         -        0.00%          96       0.43%         225      1.00%
                                        -----           ----      -----        ----        -----       ----      -------      ----
          Total delinquent loans        $ 990           4.39%     $ 155        0.69%       $ 413       1.84%     $ 1,558      6.92%
                                        =====           ====      =====        ====        =====       ====      =======      ====

</TABLE>

                                       15
<PAGE>

                    Non-Performing Assets. When a borrower fails to make a
      required loan payment, the Association attempts to cause the default to be
      cured by contacting the borrower. Late charges are generally imposed
      following the thirtieth day after a payment is due on mortgage loans and
      after 15 days on consumer loans. In most cases defaults are cured
      promptly. If a delinquency extends beyond 30 days, the loan and payment
      history is reviewed and efforts are made to collect the loan. While the
      Association generally prefers to work with borrowers to resolve such
      problems, when the account becomes 90 days delinquent the Association
      institutes foreclosure or other collection proceedings, as necessary, to
      minimize any potential loss.

                    Loans are placed on non-accrual status when, in the
      judgement of management, the probability of collection of interest is
      deemed to be insufficient to warrant further accrual. When a loan is
      placed on non-accrual status, previously accrued but unpaid interest is
      deducted from interest income. As a matter of policy, the Association
      discontinues the accrual of interest income when the loan becomes 90 days
      past due. Specific reserves are established when a consumer loan becomes
      90 days past due.

                    If foreclosure is effected, the property is sold at a
      sheriff's sale. If the Association is the successful bidder, the acquired
      real estate property is then included in the Association's "real estate
      owned" account until it is sold. The Association is permitted under
      applicable regulations to finance sales of real estate owned by "loans to
      facilitate" which may involve more favorable interest rates and terms than
      generally would be granted under the Association's underwriting
      guidelines. At December 31, 2001, the Association had no real estate
      owned.



                                       16


<PAGE>


                    The following table sets forth the amounts and categories of
      the Association's non-performing assets at the dates indicated.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Non-performing Assets
                                                             December 31,
                                                             ------------
                                                     2001       2000       1999
                                                     ----       ----       ----
                                                       (Dollars in Thousands)
Nonaccrual loans:
<S>                                                  <C>        <C>        <C>
  Single-family residential                          $129       $220       $ 65
  Construction                                        --         --         --
  Commercial real estate                              --          30        --
  Land                                                --         --         --
  Consumer                                             96        143         54
                                                     ----       ----       ----
    Total non-accrual loans                           225        393        119
Real estate owned                                     --         --         --
      Total non-performing assets                    $225       $393       $119
                                                     ====       ====       ====
Total non-performing loans as a percent
 of total loans                                      1.00%      1.78%      0.62%
                                                     ====       ====       ====
Total non-performing assets as a percent
 of total assets                                     0.68%      1.22%      0.41%
                                                     ====       ====       ====


</TABLE>
                    The $225,000 of non-accruing loans at December 31, 2001
      consisted of four single-family residential loans, of which the largest
      was $77,000, and 23 consumer loans.

                    If the non-accruing loans held during 2001 had been current
      and in accordance with their terms, the gross interest income on such
      loans would have been $24,000. A total of $28,000 of interest income on
      non-accruing loans was actually received in 2001.

                    Classified Assets. All loans are reviewed on a regular basis
      under the Association's asset classification policy. The Association's
      total classified assets at December 31, 2001 (excluding loss assets
      specifically reserved for), amounted to $585,000, all of which was
      classified as substandard. The largest classified asset at December 31,
      2001 consisted of a $125,000 adjustable-rate single-family dwelling. The
      remaining $460,000 of substandard assets at December 31, 2001 consisted of
      eleven residential mortgage loans totaling $260,000, two commercial real
      estate loans totaling $75,000 and seven consumer loans totaling $125,000.

                    Allowance for Loan Losses. At December 31, 2001, the
      Company's allowance for loan losses amounted to $386,000 or 1.7% of the
      total loan portfolio. The Association's loan portfolio consists primarily
      of single-family residential loans, consumer loans and, to a lesser

                                       17
<PAGE>

      extent, commercial real estate loans, construction loans and land loans.
      The loan loss allowance is maintained by management at a level considered
      adequate to cover possible losses that are currently anticipated based on
      prior loan loss experience, known and inherent risks in the portfolio,
      adverse situations that may affect the borrower's ability to repay, the
      estimated value of any underlying collateral, general economic conditions,
      and other factors and estimates which are subject to change over time.
      Although management believes that it uses the best information available
      to make such determinations, future adjustments to allowances may be
      necessary, and net income could be significantly affected, if
      circumstances differ substantially from the assumptions used in making the
      initial determinations.

                    The following table summarizes changes in the allowance for
      loan losses and other selected statistics for the periods presented:

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Allowance for Loan Losses
                                                                 Years Ended December 31,
                                                                 ------------------------
                                                        2001              2000             1999
                                                      --------          -------           -------
                                                                 (Dollars in Thousands)
<S>                                                   <C>               <C>               <C>
Total loans outstanding at end of period              $ 22,494          $22,039           $19,320
                                                      ========          =======           =======
Average loans outstanding                             $ 21,115          $19,677           $18,066
                                                      ========          =======           =======
Balance at beginning of period                           $ 396            $ 406             $ 412
Charge offs (1)                                             18               15                16
Recoveries (2)                                               1                1                 1
                                                      --------          -------           -------
  Net charge offs                                           17               14                15
Provision for loan losses                                    7                4                 9
                                                      --------          -------           -------
Balance at end of period                                 $ 386            $ 396             $ 406
                                                      ========          =======           =======

Allowance for loan losses as a percent of
 total loans outstanding                                 1.72%            1.80%             2.10%
                                                      ========          =======           =======

Ratio of net charge-offs to average
 loans outstanding                                       0.08%            0.07%             0.08%
                                                      ========          =======           =======

</TABLE>

  (1)  Consists solely of consumer loans.
  (2)  Includes consumer loans of $1,000 in 2001, 2000 and 1999.

                                       18
<PAGE>


                    The following table presents the allocation of the allowance
      for loan losses by type of loan at each of the dates indicated.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Allowance for Loan Losses by Type
                                                                                    December 31,
                                           ---------------------------------------------------------------------------------------
                                                    2001                            2000                           1999
                                           -------------------------       --------------------------    -------------------------
                                                             Loan                             Loan                         Loan
                                                           Category                         Category                     Category
                                              Amount         as a %           Amount          as a %        Amount         as a %
                                                of          of Total            of           of Total         of          of Total
                                            Allowance         Loans         Allowance          Loans      Allowance         Loans
                                            ---------         -----         ---------          -----      ---------         -----
                                                                               (Dollars in Thousands)
Loan Type
<S>                                            <C>            <C>               <C>            <C>            <C>         <C>
     Single-family residential                 $ 294          61.48%            $ 294          63.36%         $ 338       64.10%
     Construction                                  -           6.42%                -           6.68%             -        4.02%
     Commercial real estate                        -           7.89%                -           6.27%             -        6.78%
     Land                                          -           1.04%                -           1.57%             -        2.08%
     Consumer                                     92          23.17%              102          22.12%            68       23.02%
          Total real estate loans              $ 386         100.00%            $ 396         100.00%         $ 406      100.00%

</TABLE>

                    Investment Securities

                    The Association has the authority to invest in various types
      of liquid assets, including mortgage-backed securities, United States
      Treasury obligations, securities of various federal agencies and of state
      and municipal governments, certificates of deposit at federally-insured
      banks and savings institutions, certain bankers' acceptances and federal
      funds, and the Company has broader investing authority. Each purchase of
      an investment security is approved by the Board of Directors. The
      Company's investment securities are carried in accordance with generally
      accepted accounting principles ("GAAP"). At December 31, 2001,
      mortgage-backed securities in the amount of $8.1 million made up the
      majority of the Company's $8.5 million in investment securities. The
      remaining $0.4 million in investment securities is composed of a
      government obligation in the form of a Small Business Association security
      and a FHLB note. At December 31, 2001, the Company had no other investment
      securities.


                    Mortgage-Backed Securities. Mortgage-backed securities
      represent a participation interest in a pool of single-family or
      multi-family residential mortgages, the principal and interest payments on
      which are passed from the mortgage originators, through intermediaries
      (generally U.S. Government agencies and government-sponsored enterprises)
      that pool and repackage the participation interests in the form of
      securities, to investors such as the Company. Such U.S. Government
      agencies and government-sponsored enterprises, which guarantee the payment
      of principal and interest to investors, primarily include the Fredddie
      Mac, the Fannie Mae and the Ginnie Mae.

                    The Freddie Mac, which is a corporation chartered by the
      U.S. Government, issues participation certificates backed principally by
      conventional mortgage loans. The Freddie Mac guarantees the timely payment

                                       19
<PAGE>

      of interest and the ultimate return of principal on participation
      certificates. The Fannie Mae is a private corporation chartered by the
      U.S. Congress with a mandate to establish a secondary market for mortgage
      loans. The Fannie Mae guarantees the timely payment of principal and
      interest on Fannie Mae securities. The Ginnie Mae is a government agency
      within the Department of Housing and Urban Development, which is intended
      to help finance government-assisted housing programs. Ginnie Mae
      securities are backed by loans insured by the Federal Housing
      Administration ("FHA"), or guaranteed by the Veterans Administration
      ("VA"), and the timely payment of principal and interest on Ginnie Mae
      securities are guaranteed by the Ginnie Mae and backed by the full faith
      and credit of the U.S. Government. Because the Freddie Mac, the Fannie Mae
      and the Ginnie Mae were established to provide support for low- and
      middle-income housing, there are limits to the maximum size of the loans
      that qualify for these programs. For example, the Fannie Mae and the
      Freddie Mac currently limit their loans secured by a single-family,
      owner-occupied residence to $275,000. To accommodate larger-sized loans,
      and loans that, for other reasons, do not conform to the agency programs,
      a number of private institutions have established their own home-loan
      origination and securitization programs.

                    Of the $8.1 million of mortgage-backed securities at
      December 31, 2001, $1.5 million was accounted for as held to maturity and
      had an aggregate market value of $1.5 million at such date. The remaining
      $6.6 million of mortgage-backed securities at December 31, 2001 are
      accounted for as available for sale and are thus carried at market value.
      For additional information relating to the Company's mortgage-backed
      securities, see Note E of Notes to Consolidated Financial Statements in
      the Company's 2001 Annual Report to Stockholders, which is filed as
      Exhibit 13.0 hereto ("2001 Annual Report").

                    Mortgage-backed securities generally yield less than the
      loans which underlie such securities because of their payment guarantees
      or credit enhancements which offer nominal credit risk. In addition,
      mortgage-backed securities are more liquid than individual mortgage loans
      and may be used to collateralize borrowings or other obligations of the
      Company. In general, mortgage-backed pass-through securities are weighted
      at no more than 20% for risk-based capital purposes, compared to an
      assigned risk weighting of 50% to 100% for whole residential mortgage
      loans. As a result, these types of securities allow the Company to
      optimize regulatory capital to a greater extent than non-securitized whole
      loans. While mortgage-backed securities carry a reduced credit risk as
      compared to whole loans, such securities remain subject to the risk that a
      fluctuating interest rate environment, along with other factors such as
      the geographic distribution of the underlying mortgage loans, may alter
      the prepayment rate of such mortgage loans and so affect both the
      prepayment speed and value of such securities.



                                       20
<PAGE>

                    The following table sets forth the composition of the
      Company's mortgage-backed securities at each of the dates indicated.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Mortgage-backed Securities Portfolio
                                                            December 31,
                                                     2001       2000       1999
                                                    ------     ------     ------
                                                        (Dollars in Thousands)
Mortgage-backed securities held to maturity
<S>                                                 <C>        <C>        <C>
  Fannie Mae                                        $1,135     $1,442     $1,461
  Freddie Mac                                          297        552        819
  Ginnie Mae                                            52         74         92
                                                    ------     ------     ------
    Subtotal - held to maturity                      1,484      2,068      2,372
                                                    ------     ------     ------
Mortgage-backed securities available for sale
  Fannie Mae                                         4,454      4,175      2,147
  Freddie Mac                                        1,028        853        436
  Ginnie Mae                                         1,112      1,206      1,149
                                                    ------     ------     ------
    Subtotal - available for sale                    6,594      6,234      3,732
                                                    ------     ------     ------
      Total                                         $8,078     $8,302     $6,104
                                                    ======     ======     ======

</TABLE>

                    Information regarding the contractual maturities and
      weighted average yield of the Company's mortgage-backed securities
      portfolio at December 31, 2001 is presented below. Due to repayments of
      the underlying loans, the actual maturities of mortgage-backed securities
      generally are substantially less than the scheduled maturities.

                    The following table sets forth the purchases and principal
      repayments of the Company's mortgage-backed securities during the periods
      indicated. There were no sales during the periods shown.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Mortgage-backed Securities Portfolio Activity
                                                            At or For The Year Ended
                                                                    December 31,
                                                                    ------------
                                                         2001         2000          1999
                                                       -------       -------       -------
                                                              (Dollars in Thousands)
<S>                                                    <C>           <C>           <C>
Mortgage-backed securities at
 beginning of period (cost)                            $ 8,273       $ 6,111       $ 3,576
Purchases                                                2,674         3,672         3,574
Repayments                                               2,911         1,498         1,021
Discount accretion / (premium amortization)                (28)          (12)          (18)
                                                       -------       -------       -------
Mortgage-backed securities at end of period (cost)     $ 8,008       $ 8,273       $ 6,111
                                                       =======       =======       =======
Mortgage-backed securities at end of
 period (fair value)                                   $ 8,107       $ 8,303       $ 6,041
                                                       =======       =======       =======
Weighted average yield at end of period                   6.13%         7.30%         6.12%
                                                       =======       =======       =======

</TABLE>
                                       21
<PAGE>


                    Time Deposits. Time deposits totaled $905,000 or 2.7% of
      total assets at December 31, 2001, consisting of certificates of deposits
      in other financial institutions.


                         Sources of Funds

                    General. Deposits are the primary source of the Company's
      funds for lending and other investment purposes. In addition to deposits,
      the Company derives funds from principal and interest payments on loans
      and mortgage-backed securities. Loan repayments are a relatively stable
      source of funds, while deposit inflows and outflows are significantly
      influenced by general interest rates and money market conditions.
      Borrowings may be used on a short-term basis to compensate for reductions
      in the availability of funds from other sources. They may also be used on
      a longer-term basis for general business purposes.

                    Deposits. The Association's deposits are attracted
      principally from within the Association's primary market area through the
      offering of a broad selection of deposit instruments, including NOW
      accounts, regular savings accounts, and term certificate accounts.
      Included among these deposit products are individual retirement account
      certificates of approximately $1.6 million or 6.2% of total deposits at
      December 31, 2001. Deposit account terms vary, with the principal
      differences being the minimum balance required, the time periods the funds
      must remain on deposit and the interest rate.

                    The large variety of deposit accounts offered by the
      Association has increased the Association's ability to retain deposits and
      allowed it to be more competitive in obtaining new funds, but has not
      eliminated the threat of disintermediation (the flow of funds away from
      savings institutions into direct investment vehicles such as government
      and corporate securities). In addition, the Association is subject to
      short-term fluctuations in deposit flows. The Association's ability to
      attract and maintain deposits is affected by the rate consciousness of its
      customers and their willingness to move funds into higher-yielding
      accounts. The Association's cost of funds has been, and will continue to
      be, affected by money market conditions.




                                       22
<PAGE>

                    The following table shows the distribution of, and certain
      other information relating to, the Association's deposits by type of
      deposit, as of the dates indicated.
<TABLE>
<CAPTION>

IBL Bancorp, Inc.
Deposits
                                                                              December 31,
                                           -----------------------------------------------------------------------------------------
                                                    2001                          2000                             1999
                                                    ----                          ----                             ----
                                                           Percent of                   Percent of                       Percent of
                                           Amount            Total        Amount          Total            Amount           Total
                                           ------            -----        ------          -----            ------           -----
                                                                            (Dollars in Thousands)
Certificate accounts
<S>                                      <C>             <C>             <C>            <C>                <C>           <C>
  1.00% - 1.99%                              $ 610           2.35%           $ -            0.00%              $ -           0.00%
  2.00% - 3.99%                              4,959          19.22%             -            0.00%                -           0.00%
  4.00% - 5.99%                              8,960          34.73%        10,787           43.90%           13,556          59.24%
  6.00% - 7.99%                              2,437           9.45%         6,509           26.49%            1,410           6.16%
                                          --------         ------        -------          ------           -------         ------
    Total certificate accounts              16,966          65.76%        17,296           70.39%           14,966          65.40%
                                          --------         ------        -------          ------           -------         ------
Transaction accounts
  Passbook accounts                          3,938          15.27%         3,134           12.76%            3,302          14.43%
  Money market accounts                         89           0.34%           151            0.61%              177           0.77%
  NOW accounts (1)                           4,766          18.47%         3,908           15.92%            4,405          19.25%
                                          --------         ------        -------          ------           -------         ------
    Total transaction accounts               8,793          34.08%         7,193           29.29%            7,884          34.45%
                                          --------         ------        -------          ------           -------         ------
    Total deposit accounts                  25,759          99.84%        24,489           99.68%           22,850          99.85%
Accrued interest payable                        41           0.16%            78            0.32%               34           0.15%
                                          --------         ------        -------          ------           -------         ------
      Total deposits                      $ 25,800         100.00%       $24,567          100.00%          $22,884         100.00%
                                          ========         ======        =======          ======           =======         ======


</TABLE>

   (1)  Includes noninterest-bearing checking accounts.



                                       23
<PAGE>

                    The following table presents the average balance of each
      type of deposit and the average rate paid on each type of deposit for the
      periods indicated.


<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Deposits - Average Balances and Rates
                                                                                  Year Ended December 31,
                                                       -----------------------------------------------------------------------------
                                                                2001                       2000                        1999
                                                       -----------------------     ---------------------       ---------------------
                                                                       Average                   Average                     Average
                                                       Average          Rate       Average         Rate        Average         Rate
                                                       Balance          Paid       Balance         Paid        Balance         Paid
                                                       -------          ----       -------         ----        -------         ----
                                                                                  (Dollars in Thousands)
<S>                                                     <C>             <C>        <C>            <C>          <C>            <C>
       Passbook savings accounts                        $ 3,495         2.58%      $ 3,667        2.57%        $ 3,396        3.14%
       Demand and NOW accounts (1)                        4,006         1.60%        4,043        2.97%          3,398        2.37%
       Money market deposit accounts                        130         2.61%          175        6.45%            164        6.66%
       Certificates of deposit                           17,555         5.36%       15,916        4.89%         15,465        4.56%
                                                       --------         ----      --------        ----        --------        ----
          Total interest-bearing deposits (2)          $ 25,186         4.36%     $ 23,801        4.21%       $ 22,423        4.03%
                                                       ========                   ========                    ========

</TABLE>

         (1)  Includes noninterest-bearing checking accounts.
         (2)  Excludes accrued interest payable.



                    The following table sets forth the savings flows of the
Association during the periods indicated.
<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Deposit Activity
                                                             Years Ended December 31,
                                                             ------------------------
                                                     2001             2000              1999
                                                     ----             ----              ----
                                                             (Dollars in Thousands)
<S>                                               <C>               <C>            <C>
Net increase before interest credited (1)           $ 171             $ 636          $ 2,086
Interest credited                                   1,098             1,003              904
                                                  -------           -------          -------
   Net increase in deposits (2)                   $ 1,269           $ 1,639          $ 2,990
                                                  =======           =======          =======

</TABLE>

(1)  The information provided is the net of deposits and withdrawals because the
     gross amount of deposits and withdrawals is not readily available.

(2)  Excludes accrued interest payable on deposits.



                                       24
<PAGE>

                    The Association attempts to control the flow of deposits by
      pricing its accounts to remain generally competitive with other financial
      institutions in its market area, but does not necessarily seek to match
      the highest rates paid by competing institutions. The Association has
      generally not taken a position of price leadership in its markets, except
      when there has been an opportunity to market longer-term deposits.

                    The principal methods used by the Association to attract
      deposits include the offering of a wide variety of services and accounts,
      competitive interest rates and a convenient office location. The
      Association does not advertise for deposits outside of its market area.

                    The following table presents, by various interest rate
      categories, the amount of certificates of deposit at December 31, 2001,
      which mature during the periods indicated.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
CD Maturity Breakdown


Certificates of Deposit
-----------------------
As of December 31, 2001
-----------------------
                                                                      Maturity Date
                                                                      -------------
                             One Year            Over One to           Over Two to           Over Three
                             or Less              Two Years            Three Years             Years                  Total
                             -------              ---------            -----------             -----                  -----

                                                                (Dollars in Thousands)
<C>                          <C>                  <C>                  <C>                    <C>                  <C>
1.00% - 1.99%                  $ 610                  $ -                  $ -                   $ -                  $ 610
2.00% - 3.99%                  4,668                   30                  131                   130                  4,959
4.00% - 5.99%                  5,959                1,896                  818                   287                  8,960
6.00% - 7.99%                  1,530                  393                    -                   514                  2,437
                            --------              -------                -----                 -----               --------
  Total                     $ 12,767              $ 2,319                $ 949                 $ 931               $ 16,966
                            ========              =======                =====                 =====               ========

</TABLE>


Certificates of Deposit - $100,000 or more
------------------------------------------
                                                            Dollars in
                                                            Thousands
                                                            ---------
Maturing in quarter ending:
  March 31, 2002                                             $ 1,632
  June 30, 2002                                                1,114
  September 30, 2002                                             300
  December 31, 2002                                              200
  After December 31, 2002                                        611
                                                             -------
    Total certificates of
     deposit - $100,000 or more                              $ 3,857
                                                             =======

                                       25
<PAGE>

                    Borrowings. The Association may obtain advances from the
      FHLB of Dallas upon the security of the common stock it owns in that bank
      and certain of its residential mortgage loans, investment securities and
      mortgage-backed securities, provided certain standards related to credit
      worthiness have been met. See "Regulation -The Association - Federal Home
      Loan Bank System." Such advances are made pursuant to several credit
      programs, each of which has its own interest rate and range of maturities.
      Such advances are generally available to meet seasonal and other
      withdrawals of deposit accounts and to permit increased lending.

                    As of December 31, 2001, the Association was permitted to
      borrow up to an aggregate of $15.0 million from the FHLB of Dallas. The
      Association had $3.1 million of FHLB advances outstanding at December 31,
      2001. Pursuant to collateral agreements with the FHLB, the December 31,
      2001 advances are secured by a blanket floating lien on first mortgage
      loans.

                    The following table sets forth certain information regarding
      borrowings at the dates or for the periods indicated.


<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Borrowings
                                                                   At or for the Year Ended
                                                                         December 31,
                                                                         ------------
                                                          2001              2000              1999
                                                         -------           -------           -------
                                                                    (Dollars in Thousands)
FHLB advances:
<S>                                                      <C>               <C>               <C>
  Average balance outstanding                            $ 3,314           $ 2,834           $ 1,067
  Maximum amount outstanding at any
   month-end during the period                           $ 3,699           $ 3,697           $ 2,300
  Balance outstanding at end of period                   $ 3,099           $ 3,697           $ 2,300
  Average interest rate during the period                  4.77%             6.00%             4.59%
  Weighted average interest rate at end of period          3.94%             6.39%             5.58%

</TABLE>
                                       26
<PAGE>

      Subsidiary

                    At December 31, 2001, the Association had no subsidiaries.
      Under Louisiana law, a state-chartered association may invest up to 10% of
      its assets in service organizations or corporations.

      Employees

                    The Association had nine full-time employees at December 31,
      2001. None of these employees are represented by a collective bargaining
      agent, and the Association believes that it enjoys good relations with its
      personnel.

      Competition

                    The Association faces significant competition both in
      attracting deposits and in making loans. Its most direct competition for
      deposits has come historically from commercial banks, credit unions and
      other savings institutions located in its primary market area, including
      many large financial institutions which have greater financial and
      marketing resources available to them. In addition, the Association faces
      additional significant competition for investors' funds from short-term
      money market mutual funds and issuers of corporate and government
      securities. The Association does not rely upon any individual group or
      entity for a material portion of its deposits. The ability of the
      Association to attract and retain deposits depends on its ability to
      generally provide a rate of return, liquidity and risk comparable to that
      offered by competing investment opportunities.

                    The Association's competition for real estate loans comes
      principally from mortgage banking companies, commercial banks, other
      savings institutions and credit unions. The Association competes for loan
      originations primarily through the interest rates and loan fees it
      charges, and the efficiency and quality of services it provides borrowers.
      Factors which affect competition include general and local economic
      conditions, current interest rate levels and volatility in the mortgage
      markets.



                                       27
<PAGE>


                                   REGULATION

                    The following discussion of certain laws and regulations
      which are applicable to the Company and the Association, as well as
      descriptions of laws and regulations contained elsewhere herein,
      summarizes the aspects of such laws and regulations which are deemed to be
      material to the Company and the Association. However, the summary does not
      purport to be complete and is qualified in its entirety by reference to
      applicable laws and regulations.

                  The Company

                    General. The Company, as a registered savings and loan
      holding company within the meaning of the Home Owners' Loan Act, as
      amended ("HOLA"), is subject to OTS regulations, examinations, supervision
      and reporting requirements. As a subsidiary of a savings and loan holding
      company, the Association is subject to certain restrictions in its
      dealings with the Company and affiliates thereof.

                    Activities Restrictions. There are generally no restrictions
      on the activities of a savings and loan holding company which holds only
      one subsidiary savings institution. However, if the Director of the OTS
      determines that there is reasonable cause to believe that the continuation
      by a savings and loan holding company of an activity constitutes a serious
      risk to the financial safety, soundness or stability of its subsidiary
      savings institution, the Director may impose such restrictions as deemed
      necessary to address such risk, including limiting (1) payment of
      dividends by the savings institution; (2) transactions between the savings
      institution and its affiliates; and (3) any activities of the savings
      institution that might create a serious risk that the liabilities of the
      holding company and its affiliates may be imposed on the savings
      institution. Notwithstanding the above rules as to permissible business
      activities of unitary savings and loan holding companies, if the savings
      institution subsidiary of such a holding company fails to meet the QTL
      test, as discussed under "-The Association - Qualified Thrift Lender
      Test," then such unitary holding company also shall become subject to the
      activities restrictions applicable to multiple savings and loan holding
      companies and, unless the savings institution requalifies as a QTL within
      one year thereafter, shall register as, and become subject to the
      restrictions applicable to, a bank holding company. See "-The Association
      - Qualified Thrift Lender Test."

                    If the Company were to acquire control of another savings
      institution, other than through merger or other business combination with
      the Association, the Company would thereupon become a multiple savings and
      loan holding company. Except where such acquisition is pursuant to the
      authority to approve emergency thrift acquisitions and where each
      subsidiary savings institution meets the QTL test, as set forth below, the
      activities of the Company and any of its subsidiaries (other than the
      Association or other subsidiary savings institutions) would thereafter be
      subject to further restrictions. Among other things, no multiple savings
      and loan holding company or subsidiary thereof which is not a savings
      institution shall commence or continue for a limited period of time after
      becoming a multiple savings and loan holding company or subsidiary thereof
      any business activity, except upon prior notice to and no objection by the
      OTS, other than: (1) furnishing or performing management services for a
      subsidiary savings institution; (2) conducting an insurance agency or
      escrow business; (3) holding, managing, or liquidating assets owned by or


                                       28
<PAGE>

      acquired from a subsidiary savings institution; (4) holding or managing
      properties used or occupied by a subsidiary savings institution; (5)
      acting as trustee under deeds of trust; (6) those activities authorized by
      regulation as of March 5, 1987 to be engaged in by multiple savings and
      loan holding companies; or (7) unless the Director of the OTS by
      regulation prohibits or limits such activities for savings and loan
      holding companies, those activities authorized by the FRB as permissible
      for bank holding companies. Those activities described in (7) above also
      must be approved by the Director of the OTS prior to being engaged in by a
      multiple savings and loan holding company.

                    Limitations on Transactions with Affiliates. Transactions
      between savings institutions and any affiliate are governed by Sections
      23A and 23B of the Federal Reserve Act and OTS regulations. Affiliates of
      a savings institution include any company or entity which controls, is
      controlled by or is under common control with the savings institution. In
      a holding company context, the parent holding company of a savings
      institution (such as the Company) and any companies which are controlled
      by such parent holding company are affiliates of the savings institution.
      Generally, such provisions (1) limit the extent to which the savings
      institution or its subsidiaries may engage in "covered transactions" with
      any one affiliate to an amount equal to 10% of such institution's capital
      stock and surplus, and contain an aggregate limit on all such transactions
      with all affiliates to an amount equal to 20% of such capital stock and
      surplus and (2) require that all such transactions be on terms
      substantially the same, or at least as favorable, to the institution or
      subsidiary as those provided to a non-affiliate. The term "covered
      transaction" includes the making of loans, purchase of assets, issuance of
      a guarantee and other similar transactions. In addition to the
      restrictions imposed by such provisions, no savings institution may (1)
      loan or otherwise extend credit to an affiliate, unless the affiliate is
      engaged only in activities permissible for bank holding companies, or (2)
      purchase or invest in any stocks, bonds, debentures, notes or similar
      obligations of any affiliate, except for affiliates which are subsidiaries
      of the saving institution.

                    In addition, Sections 22(h) and (g) of the Federal Reserve
      Act place restrictions on loans to executive officers, directors and
      principal stockholders. Under Section 22(h), loans to a director, an
      executive officer and to a greater than 10% stockholder of a savings
      institution, and certain affiliated interests of either, may not exceed,
      together with all other outstanding loans to such person and affiliated
      interests, the savings institution's loans to one borrower limit
      (generally equal to 15% of the institution's unimpaired capital and
      surplus). Section 22(h) also requires that loans to directors, executive
      officers and principal stockholders be made on terms substantially the
      same as offered in comparable transactions to other persons (except for
      preferential terms offered to all employees) and also requires prior board
      approval for certain loans. In addition, the aggregate amount of
      extensions of credit by a savings institution to all insiders cannot
      exceed the institution's unimpaired capital and surplus. Furthermore,
      Section 22(g) places additional restrictions on loans to executive
      officers. At December 31, 2001, the Association was in compliance with the
      above restrictions.


                    Restrictions on Acquisitions. Except under limited
      circumstances, savings and loan holding companies are prohibited from

                                       29
<PAGE>

      acquiring, without prior approval of the Director of the OTS, (1) control
      of any other savings institution or savings and loan holding company or
      substantially all the assets thereof or (2) more than 5% of the voting
      shares of a savings institution or holding company thereof which is not a
      subsidiary. Except with the prior approval of the Director of the OTS, no
      director or officer of a savings and loan holding company or person owning
      or controlling by proxy or otherwise more than 25% of such company's
      stock, may acquire control of any savings institution, other than a
      subsidiary savings institution, or of any other savings and loan holding
      company.

                    The Director of the OTS may only approve acquisitions
      resulting in the formation of a multiple savings and loan holding company
      which controls savings institutions in more than one state if (1) the
      multiple savings and loan holding company involved controls a savings
      institution which operated a home or branch office located in the state of
      the institution to be acquired as of March 5, 1987; (2) the acquirer is
      authorized to acquire control of the savings institution pursuant to the
      emergency acquisition provisions of the Federal Deposit Insurance Act
      ("FDIA"); or (3) the statutes of the state in which the institution to be
      acquired is located specifically permit institutions to be acquired by the
      state-chartered institutions or savings and loan holding companies located
      in the state where the acquiring entity is located (or by a holding
      company that controls such state-chartered savings institutions).

                    Under the Bank Holding Company Act of 1956, the FRB is
      authorized to approve an application by a bank holding company to acquire
      control of a savings institution. In addition, a bank holding company that
      controls a savings institution may merge or consolidate the assets and
      liabilities of the savings institution with, or transfer assets and
      liabilities to, any subsidiary bank which is a member of the Bank
      Insurance Fund ("BIF") with the approval of the appropriate federal
      banking agency and the FRB. As a result of these provisions, there have
      been a number of acquisitions of savings institutions by bank holding
      companies in recent years.

                  The Association

                    General. The OFI is the Association's chartering authority,
      and the OTS is the Association's primary federal regulator. The OTS and
      the OFI have extensive authority over the operations of
      Louisiana-chartered savings institutions. As part of this authority,
      savings institutions are required to file periodic reports with the OTS
      and the OFI and are subject to periodic examinations by the OTS, the OFI
      and the FDIC. The investment and lending authority of savings institutions
      are prescribed by federal laws and regulations, and such institutions are
      prohibited from engaging in any activities not permitted by such laws and
      regulations. Such regulation and supervision is primarily intended for the
      protection of depositors.

                    The OTS' enforcement authority over all savings institutions
      and their holding companies includes, among other things, the ability to
      assess civil money penalties, to issue cease and desist or removal orders
      and to initiate injunctive actions. In general, these enforcement actions
      may be initiated for violations of laws and regulations and unsafe and
      unsound practices. Other actions or inactions may provide the basis for
      enforcement actions, including misleading or untimely reports filed with
      the OTS.

                                       30
<PAGE>


                    Insurance of Accounts. The deposits of the Association are
      insured to the maximum extent permitted by the SAIF, which is administered
      by the FDIC, and are backed by the full faith and credit of the U.S.
      Government. As insurer, the FDIC is authorized to conduct examinations of,
      and to require reporting by, FDIC-insured institutions. It also may
      prohibit any FDIC-insured institution from engaging in any activity the
      FDIC determines by regulation or order to pose a serious threat to the
      FDIC. The FDIC also has the authority to initiate enforcement actions
      against savings institutions, after giving the OTS an opportunity to take
      such action.

                    Under current FDIC regulations, institutions are assigned to
      one of three capital groups which are based solely on the level of an
      institution's capital--"well capitalized", "adequately capitalized", and
      "undercapitalized"--which are defined in the same manner as the
      regulations establishing the prompt corrective action system discussed
      below. These three groups are then divided into three subgroups which
      reflect varying levels of supervisory concern, from those which are
      considered to be healthy to those which are considered to be of
      substantial supervisory concern. The matrix so created results in nine
      assessment risk classifications, with rates generally ranging from zero
      basis points for well capitalized, healthy institutions effective January
      1, 1997 to 27 basis points for undercapitalized institutions with
      substantial supervisory concerns. In addition, from 1997 through 1999,
      SAIF members paid 6.4 basis points to fund the FICO, while BIF member
      institutions paid approximately 1.3 basis points. The Association's
      insurance premiums, which had amounted to 23 basis points, were reduced to
      6.4 basis points effective January 1, 1997. Effective January 1 2000, the
      Association's effective assessment rate dropped to 2.0 basis points. The
      Association paid approximately $5,000 in insurance premiums in 2001.

                    The FDIC may terminate the deposit insurance of any insured
      depository institution, including the Association, if it determines after
      a hearing that the institution has engaged or is engaging in unsafe or
      unsound practices, is in an unsafe or unsound condition to continue
      operations, or has violated any applicable law, regulation, order or any
      condition imposed by an agreement with the FDIC. It also may suspend
      deposit insurance temporarily during the hearing process for the permanent
      termination of insurance, if the institution has no tangible capital. If
      insurance of accounts is terminated, the accounts at the institution at
      the time of the termination, less subsequent withdrawals, shall continue
      to be insured for a period of six months to two years, as determined by
      the FDIC. Management is aware of no existing circumstances which would
      result in termination of the Association's deposit insurance.

                    Regulatory Capital Requirements. Federally insured savings
      institutions are required to maintain minimum levels of regulatory
      capital. The OTS has established capital standards applicable to all
      savings institutions. These standards generally must be as stringent as
      the comparable capital requirements imposed on national banks. The OTS
      also is authorized to impose capital requirements in excess of these
      standards on individual institutions on a case-by-case basis.

                    Current OTS capital standards require savings institutions
      to satisfy three different capital requirements. Under these standards,
      savings institutions must maintain "tangible" capital equal to at least
      1.5% of adjusted total assets, "core" capital equal to at least 4.0% of
      adjusted total assets and "total" capital (a combination of core and

                                       31
<PAGE>

      "supplementary" capital) equal to at least 8.0% of "risk-weighted" assets.
      For purposes of the regulation, core capital generally consists of common
      stockholders' equity (including retained earnings). Tangible capital is
      given the same definition as core capital but is reduced by the amount of
      all the savings institution's intangible assets, with only a limited
      exception for purchased mortgage servicing rights. At December 31, 2001,
      the Association had no intangible assets which are deducted in computing
      its tangible capital. Both core and tangible capital are further reduced
      by an amount equal to a savings institution's debt and equity investments
      in subsidiaries engaged in activities not permissible to national banks
      (other than subsidiaries engaged in activities undertaken as agent for
      customers or in mortgage banking activities and subsidiary depository
      institutions or their holding companies). At December 31, 2001, the
      Association had no subsidiaries.

                    In determining compliance with the risk-based capital
      requirement, a savings institution is allowed to include both core capital
      and supplementary capital in its total capital, provided that the amount
      of supplementary capital included does not exceed the savings
      institution's core capital. Supplementary capital generally consists of
      general allowances for loan losses up to a maximum of 1.25% of
      risk-weighted assets, together with certain other items. In determining
      the required amount of risk-based capital, total assets, including certain
      off-balance sheet items, are multiplied by a risk weight based on the
      risks inherent in the type of assets. The risk weights assigned by the OTS
      for principal categories of assets are (a) 0% for cash and securities
      issued by the U.S. Government or unconditionally backed by the full faith
      and credit of the U.S. Government; (b) 20% for securities (other than
      equity securities) issued by U.S. Government-sponsored agencies and
      mortgage-backed securities issued by, or fully guaranteed as to principal
      and interest by, the Fannie Mae or the Freddie Mac, except for those
      classes with residual characteristics or stripped mortgage-related
      securities; (c) 50% for prudently underwritten permanent single-family
      first lien mortgage loans not more than 90 days delinquent and having a
      loan-to-value ratio of not more than 80% at origination unless insured to
      such ratio by an insurer approved by the Fannie Mae or the Freddie Mac,
      qualifying residential bridge loans made directly for the construction of
      single-family residences, and qualifying multi-family residential loans;
      and (d) 100% for all other loans and investments, including consumer
      loans, commercial loans, and single-family residential real estate loans
      more than 90 days delinquent, and for repossessed assets.

                    In August 1993, the OTS adopted a final rule incorporating
      an interest-rate risk component into the risk-based capital regulation.
      Under the rule, an institution with a greater than "normal" level of
      interest rate risk will be subject to a deduction of its interest rate
      risk component from total capital for purposes of calculating its
      risk-based capital. As a result, such an institution will be required to
      maintain additional capital in order to comply with the risk-based capital
      requirement. An institution with a greater than "normal" interest rate
      risk is defined as an institution that would suffer a loss of net
      portfolio value exceeding 2.0% of the estimated economic value of its
      assets in the event of a 200 basis point increase or decrease (with
      certain minor exceptions) in interest rates. The interest rate risk
      component is calculated, on a quarterly basis, as one-half of the

                                       32
<PAGE>

      difference between an institution's measured interest rate risk and 2.0%,
      multiplied by the economic value of its assets. The rule also authorizes
      the Director of the OTS, or his designee, to waive or defer an
      institution's interest rate risk component on a case-by-case basis. The
      final rule was originally effective as of January 1, 1994, subject however
      to a two quarter "lag" time between the reporting date of the data used to
      calculate an institution's interest rate risk and the effective date of
      each quarter's interest rate risk component. However, in October 1994 the
      Director of the OTS indicated that it would waive the capital deductions
      for institutions with a greater than "normal" risk until the OTS published
      an appeals process. On August 21, 1995, the OTS released Thrift Bulletin
      67 which established (1) an appeals process to handle "requests for
      adjustments" to the interest rate risk component and (2) a process by
      which "well-capitalized" institutions may obtain authorization to use
      their own interest rate risk model to determine their interest rate risk
      component. The Director of the OTS indicated, concurrent with the release
      of Thrift Bulletin 67, that the OTS will continue to delay the
      implementation of the capital deduction for interest rate risk pending the
      testing of the appeals process set forth in Thrift Bulletin 67. In March
      2001, the OTS issued notice of proposed rulemaking to eliminate this
      interest rate risk deduction. The OTS proposes to instead rely upon a
      requirement that each savings institution adopt interest rate risk
      management procedures, and a separate provision that includes interest
      rate risk among the factors to be considered in establishing individual
      minimum capital requirements.

                    Under the revised OTS policy, savings institutions must
      value securities available for sale at amortized cost for regulatory
      capital purposes. This means that in computing regulatory capital, savings
      institutions should add back any unrealized losses and deduct any
      unrealized gains, net of income taxes, on debt securities reported as a
      separate component of GAAP capital. This decreased the Association's
      regulatory capital at December 31, 2001 by approximately $46,000.

                                       33
<PAGE>


                    At December 31, 2001, the Association exceeded all of its
      regulatory capital requirements, with tangible, core and risk-based
      capital ratios of 10.0%, 10.0% and 21.3%, respectively. The following
      table sets forth the Association's compliance with each of the
      above-described capital requirements as of December 31, 2001.


<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Regulatory Capital Requirements
                                                                              Tangible            Core             Risk-based
                                                                              Capital            Capital          Capital (1)
                                                                              -------            -------          -----------
                                                                                          (Dollars in Thousands)
<S>                                                                          <C>                 <C>                <C>
Capital under GAAP                                                           $ 3,292             $ 3,292            $ 3,292
Additional capital items:
  Unrealized loss on securities available for sale,
   net of taxes                                                                  (46)                (46)               (46)
  General valuation allowances (2)                                                 -                   -                202
                                                                             -------             -------            -------
Regulatory Capital                                                             3,246               3,246              3,448
Minimum required regulatory capital                                              488                1300               1293
                                                                             -------             -------            -------
Excess regulatory capital                                                    $ 2,758             $ 1,946            $ 2,155
                                                                             =======             =======            =======
Regulatory capital as a percentage of assets (3)                               9.98%               9.98%             21.34%
Minimum capital required as a percentage of
 assets                                                                        1.50%               4.00%              8.00%
Regulatory capital as a percentage in
 excess of requirements                                                        8.48%               5.98%             13.34%
                                                                             =======             =======            =======
</TABLE>

(1)  Does not reflect the interest-rate risk component in the minimum risk-based
     capital requirement, the effective date of which has been postponed as
     discussed above.
(2)  General valuation allowances are used only in the calculation of risk-based
     capital. Such allowances are limited to 1.25% of risk weighted assets.
(3)  Tangible and core capital are computed as a percentage of adjusted total
     assets of $32.5 million. Risk-based capital is computed as a percentage of
     adjusted risk-weighted assets of $16.2 million.



                                       34
<PAGE>

                    Any savings institution that fails any of the capital
      requirements is subject to possible enforcement actions by the OTS or the
      FDIC. Such actions could include a capital directive, a cease and desist
      order, civil money penalties, the establishment of restrictions on the
      institution's operations, termination of federal deposit insurance and the
      appointment of a conservator or receiver. The OTS' capital regulation
      provides that such actions, through enforcement proceedings or otherwise,
      could require one or more of a variety of corrective actions.

                    Prompt Corrective Action. Under the prompt corrective action
      regulations of the OTS, an institution is deemed to be (a) "well
      capitalized" if it has total risk-based capital of 10.0% or more, has a
      Tier 1 risk-based capital ratio of 6.0% or more, has a Tier 1 leverage
      capital ratio of 5.0% or more and is not subject to any order or final
      capital directive to meet and maintain a specific capital level for any
      capital measure, (b) "adequately capitalized" if it has a total risk-based
      capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 4.0%
      or more and a Tier 1 leverage capital ratio of 4.0% or more (3.0% under
      certain circumstances) and does not meet the definition of "well
      capitalized," (c) "undercapitalized" if it has a total risk-based capital
      ratio that is less than 8.0%, a Tier 1 risk-based capital ratio that is
      less than 4.0% or a Tier 1 leverage capital ratio that is less than 4.0%
      (3.0% under certain circumstances), (d) "significantly undercapitalized"
      if it has a total risk-based capital ratio that is less than 6.0%, a Tier
      1 risk-based capital ratio that is less than 3.0% or a Tier 1 leverage
      capital ratio that is less than 3.0%, and (e) "critically
      undercapitalized" if it has a ratio of tangible equity to total assets
      that is equal to or less than 2.0%. Under specified circumstances, a
      federal banking agency may reclassify a well capitalized institution as
      adequately capitalized and may require an adequately capitalized
      institution or an undercapitalized institution to comply with supervisory
      actions as if it were in the next lower category (except that the FDIC may
      not reclassify a significantly undercapitalized institution as critically
      undercapitalized).

                    An institution generally must file a written capital
      restoration plan which meets specified requirements with its appropriate
      federal banking agency within 45 days of the date that the institution
      receives notice or is deemed to have notice that it is undercapitalized,
      significantly undercapitalized or critically undercapitalized. A federal
      banking agency must provide the institution with written notice of
      approval or disapproval within 60 days after receiving a capital
      restoration plan, subject to extensions by the agency. An institution
      which is required to submit a capital restoration plan must concurrently
      submit a performance guaranty by each company that controls the
      institution. In addition, undercapitalized institutions are subject to
      various regulatory restrictions, and the appropriate federal banking
      agency also may take any number of discretionary supervisory actions.

                    At December 31, 2001, the Association was deemed a well
      capitalized institution for purposes of the above regulations and as such
      is not subject to the above mentioned restrictions.


                                       35
<PAGE>



                    Safety and Soundness. The OTS and other federal banking
      agencies have established guidelines for safety and soundness, addressing
      operational and managerial standards, as well as compensation matters for
      insured financial institutions. Institutions failing to meet these
      standards are required to submit compliance plans to their appropriate
      federal regulators. The OTS and the other agencies have also established
      guidelines regarding asset quality and earnings standards for insured
      institutions. The Association believes that it is in compliance with these
      guidelines and standards.

                    Liquidity Requirements. In 2001, the OTS deleted the
      requirement that each saving institution maintain an average daily balance
      of liquid assets of at least 4% of its liquidity base. The OTS now
      requires savings institutions to maintain sufficient liquidity to ensure
      their safe and sound operation.

                    Capital Distributions. OTS regulations govern capital
      distributions by savings institutions, which include cash dividends, stock
      redemptions or repurchases, and other transactions charged to the capital
      account of a savings institution to make capital distributions. A savings
      institution must file an application for OTS approval of the capital
      distribution if either (1) the total capital distributions for the
      applicable calendar year exceed the sum of the institution's net income
      for that year to date plus the institution's retained net income for the
      preceding two years, (2) the institution would not be at least adequately
      capitalized following the distribution, (3) the distribution would violate
      any applicable statute, regulation, agreement or OTS-imposed condition, or
      (4) the institution is not eligible for expedited treatment of its filing.
      If an application is not required to be filed, savings institutions which
      are a subsidiary of a holding company (as well as certain other
      institutions) must still file a notice with the OTS at least 30 days
      before the board of directors declares a dividend or approves a capital
      distribution.

                    Loans to One Borrower. The permissible amount of
      loans-to-one borrower now generally follows the national bank standard for
      all loans made by savings institutions. The national bank standard
      generally does not permit loans-to-one borrower to exceed the greater of
      $500,000 or 15% of unimpaired capital and surplus. Loans in an amount
      equal to an additional l0% of unimpaired capital and surplus also may be
      made to a borrower if the loans are fully secured by readily marketable
      securities. For information about the largest borrowers from the
      Association, see "Description of Business - Lending Activities - Real
      Estate Lending Standards and Underwriting Policies."

                    Classified Assets. Federal regulations require that each
      insured savings institution classify its assets on a regular basis. In
      addition, in connection with examinations of insured institutions, federal
      examiners have authority to identify problem assets and, if appropriate,
      classify them. There are three classifications for problem assets:
      "substandard," "doubtful" and "loss." Substandard assets have one or more
      defined weaknesses and are characterized by the distinct possibility that
      the insured institution will sustain some loss if the deficiencies are not
      corrected. Doubtful assets have the weaknesses of substandard assets, with
      the additional characteristic that the weaknesses make collection or
      liquidation in full on the basis of currently existing facts, conditions
      and values questionable, and there is a high possibility of loss. An asset

                                       36
<PAGE>

      classified loss is considered uncollectible and of such little value that
      continuance as an asset of the institution is not warranted. Another
      category designated "special mention" also must be established and
      maintained for assets which do not currently expose an insured institution
      to a sufficient degree of risk to warrant classification as substandard,
      doubtful or loss. Assets classified as substandard or doubtful require the
      institution to establish general allowances for loan losses. If an asset
      or portion thereof is classified loss, the insured institution must either
      establish specific allowances for loan losses in the amount of 100% of the
      portion of the asset classified loss, or charge-off such amount. General
      loss allowances established to cover possible losses related to assets
      classified substandard or doubtful may be included in determining an
      institution's regulatory capital up to certain amounts, while specific
      valuation allowances for loan losses do not qualify as regulatory capital.
      Federal examiners may disagree with an insured institution's
      classifications and amounts reserved. See "Description of Business - Asset
      Quality - Classified Assets."

                    Community Reinvestment Act and the Fair Lending Laws.
      Savings institutions have a responsibility under the Community
      Reinvestment Act of 1977 ("CRA") and related regulations of the OTS to
      help meet the credit needs of their communities, including low- and
      moderate-income neighborhoods. In addition, the Equal Credit Opportunity
      Act and the Fair Housing Act (together, the "Fair Lending Laws") prohibit
      lenders from discriminating in their lending practices on the basis of
      characteristics specified in those statutes. An institution's failure to
      comply with the provisions of CRA could, at a minimum, result in
      regulatory restrictions on its activities, and failure to comply with the
      Fair Lending Laws could result in enforcement actions by the OTS, as well
      as other federal regulatory agencies and the Department of Justice.

                    Qualified Thrift Lender Test. All savings institutions are
      required to meet a qualified thrift lender or QTL test in order to avoid
      certain restrictions on their operations. A savings institution can comply
      with the QTL test by either qualifying as a domestic building and loan
      association as defined in Section 7701(a) (19) of the Internal Revenue
      Code of 1986, as amended ("Code") or meeting the second prong of the QTL
      test set forth in Section 10(m) of the HOLA. A savings institution that
      does not meet the QTL test must either convert to a bank charter or comply
      with the following restrictions on its operations: (1) the institution may
      not engage in any new activity or make any new investment, directly or
      indirectly, unless such activity or investment is permissible for a
      national bank; (2) the branching powers of the institution shall be
      restricted to those of a national bank; (3) the institution shall not be
      eligible to obtain any advances from its FHLB; and (4) payment of
      dividends by the institution shall be subject to the rules regarding
      payment of dividends by a national bank. Upon the expiration of three
      years from the date the savings institution ceases to meet the QTL test,
      it must cease any activity and not retain any investment not permissible
      for a national bank and immediately repay any outstanding FHLB advances
      (subject to safety and soundness considerations).

                    Currently, the prong of the QTL test that is not based on
      the Code requires that 65% of an institution's "portfolio assets" (as
      defined) consist of certain housing and consumer-related assets on a
      monthly average basis in nine out of very 12 months. Assets that qualify
      without limit for inclusion as part of the 65% requirement are loans made

                                       37
<PAGE>

      to purchase, refinance, construct, improve or repair domestic residential
      housing and manufactured housing; home equity loans; mortgage-backed
      securities (where the mortgages are secured by domestic residential
      housing or manufactured housing); stock issued by the FHLB of Dallas; and
      direct or indirect obligations of the FDIC. In addition, the following
      assets, among others, may be included in meeting the test subject to an
      overall limit of 20% of the savings institution's portfolio assets: 50% of
      residential mortgage loans originated and sold within 90 days of
      origination; 100% of consumer and educational loans (limited to 10% of
      total portfolio assets); and stock issued by the Freddie Mac or the Fannie
      Mae. Portfolio assets consist of total assets minus the sum of (1)
      goodwill and other intangible assets, (2) property used by the savings
      institution to conduct its business, and (3) liquid assets up to 20% of
      the institution's total assets. At December 31, 2001, the qualified thrift
      investments of the Association were approximately 97.81% of its portfolio
      assets.

                    Federal Home Loan Bank System. The Association is a member
      of the FHLB of Dallas, which is one of 12 regional FHLBs that administers
      the home financing credit function of savings institutions. Each FHLB
      serves as a reserve or central bank for its members within its assigned
      region. It is funded primarily from proceeds derived from the sale of
      consolidated obligations of the FHLB System. It makes loans to members
      (i.e., advances) in accordance with policies and procedures established by
      the Board of Directors of the FHLB.

                    As a member, the Association is required to purchase and
      maintain stock in the FHLB of Dallas in an amount equal to at least 1% of
      its aggregate unpaid residential mortgage loans, home purchase contracts
      or similar obligations at the beginning of each year. At December 31,
      2001, the Association had $225,000 in FHLB stock, which was in compliance
      with this requirement.

                    The FHLBs are required to provide funds for the resolution
      of troubled savings institutions and to contribute to affordable housing
      programs through direct loans or interest subsidies on advances targeted
      for community investment and low-and moderate-income housing projects.
      These contributions have adversely affected the level of FHLB dividends
      paid in the past and could continue to do so in the future.

                    Federal Reserve System. The FRB requires all depository
      institutions to maintain reserves against their transaction accounts
      (primarily NOW and Super NOW checking accounts) and non-personal time
      deposits. As of December 31, 2001, no reserves were required to be
      maintained on the first $5.7 million of transaction accounts, reserves of
      3% were required to be maintained against the next $41.3 million of net
      transaction accounts (with such dollar amounts subject to adjustment by
      the FRB), and a reserve of 10% (which is subject to adjustment by the FRB
      to a level between 8% and 14%) is required against all remaining net
      transaction accounts. Because required reserves must be maintained in the
      form of vault cash or a non-interest-bearing account at a Federal Reserve
      Bank, the effect of this reserve requirement is to reduce an institution's
      earning assets.

                    Thrift Charter. Congress has been considering legislation in
      various forms that would require savings institutions, such as the
      Association, to convert their charters to national or state bank charters.
      Recent legislation required the Treasury Department to prepare for

                                       38
<PAGE>

      Congress a comprehensive study on development of a common charter for
      savings institutions and commercial banks. The Association cannot
      determine whether, or in what form, such legislation may eventually be
      enacted and there can be no assurance that any legislation that is enacted
      would not adversely affect the Association and its parent holding company.

                    Louisiana Regulation. As a Louisiana-chartered savings
      association, the Association also is subject to regulation and supervision
      by the OFI. The Association is required to file periodic reports with and
      is subject to periodic examinations at least once every two years by the
      OFI. The lending and investment authority of the Association is prescribed
      by Louisiana laws and regulations, as well as applicable federal laws and
      regulations, and the Association is prohibited from engaging in any
      activities not permitted by such law and regulations.

                    The Association is required by Louisiana law and regulations
      to comply with certain reserve and capital requirements. At December 31,
      2001, the Association was in compliance with all applicable reserve and
      capital requirements.

                    Louisiana law and regulations also restrict the lending and
      investment authority of Louisiana-chartered savings institutions. Such
      laws and regulations restrict the amount a Louisiana-chartered savings
      association can lend to any one borrower to an amount which, in the
      aggregate, does not exceed the lesser of (a) 10% of the association's
      savings deposits or (b) the sum of the association's paid-in capital,
      surplus, reserves for losses, and undivided profits. Federal law imposes
      more restrictive limitations. See "Business-Lending Activities."
      Notwithstanding the foregoing, Louisiana and federal law permits any such
      association to lend to any one borrower an aggregate amount of at least
      $500,000.


                    In addition, Louisiana law restricts the ability of
      Louisiana-chartered savings associations to invest in, among other things,
      (a) commercial real estate loans (including commercial construction real
      estate loans) up to 40% of total assets; (b) real estate investments for
      other than the association's offices up to 10% of total assets; (c)
      consumer loans, commercial paper and corporate debt securities up to 30%
      of total assets; (d) commercial, corporate, business or agricultural loans
      up to 10% of total assets; and (e) capital stock, obligations and other
      securities of service organizations up to 10% of total assets. Louisiana
      law also sets forth maximum loan-to-value ratios with respect to various
      types of loans. Applicable federal regulations impose more restrictive
      limitations in certain instances. See "Business-Lending Activities-Real
      Estate Lending Standards and Underwriting Policies."

                    The investment authority of Louisiana-chartered savings
      associations is broader in many respects than that of federally-chartered
      savings and loan associations. However, state-chartered savings
      associations, such as the Association, are generally prohibited from
      acquiring or retaining any equity investment, other than certain
      investments in service corporations, of a type or in an amount that is not
      permitted for a federally-chartered savings association. This prohibition
      applies to equity investments in real estate, investments in equity
      securities and any other investment or transaction that is in substance an
      equity investment, even if the transaction is nominally a loan or other

                                       39
<PAGE>

      permissible transaction. At December 31, 2001, the Association was in
      compliance with such provisions.

                    Furthermore, a state-chartered savings association may not
      engage as principal in any activity not permitted for federal associations
      unless the FDIC has determined that such activity would pose no
      significant risk to the affected deposit insurance fund and the
      Association is in compliance with all applicable capital requirements.
      When certain activities are permissible for a federal association, the
      state association may engage in the activity in a higher amount if the
      FDIC has not determined that such activity would pose a significant risk
      of loss to the affected deposit insurance fund and the Association meets
      the fully phased-in capital requirements. This increased investment
      authority does not apply to investments in nonresidential real estate
      loans. At December 31, 2001, the Association had no investments which were
      affected by the foregoing limitations.

                    Under Louisiana law, a Louisiana-chartered savings
      association may establish or maintain a branch office anywhere in
      Louisiana with prior regulatory approval. In addition, an out-of-state
      savings association or holding company may acquire a Louisiana-chartered
      savings association or holding company if the OFI determines that the laws
      of such other state permit a Louisiana-chartered savings association or
      holding company to acquire a savings association or holding company in
      such other state. Any such acquisition would require the out-of-state
      entity to apply to the OFI and receive OFI approval.


                                    TAXATION

                    Federal Taxation

                    General. The Company and the Association are subject to the
      generally applicable corporate tax provisions of the Code, and the
      Association is subject to certain additional provisions of the Code which
      apply to thrifts and other types of financial institutions. The following
      discussion of federal taxation is intended only to summarize certain
      pertinent federal income tax matters material to the taxation of the
      Company and the Association and is not a comprehensive discussion of the
      tax rules applicable to the Company and the Association.

                    Year. The Company and the Association file federal income
      tax returns on the basis of a calendar year ending on December 31, and it
      is expected that separate returns will be filed for 2001 and 2002.

                    Bad Debt Reserves. In August 1996, legislation was enacted
      that repealed the reserve method of accounting (including the percentage
      of taxable income method) previously used by many savings institutions to
      calculate their bad debt reserve for federal income tax purposes. Savings
      institutions with $500 million or less in assets may, however, continue to
      use the experience method. The Association must recapture that portion of
      its reserve which exceeds the amount that could have been taken under the
      experience method for post-1987 tax years. At December 31, 2001, the
      Association's post-1987 excess reserves were completely recaptured. For

                                       40
<PAGE>

      additional information relating to the Company's recapturing of excess
      reserves, see Note J of Notes to Consolidated Financial Statements in the
      Company's 2001 Annual Report to the Stockholders, which is filed as
      Exhibit 13.0 hereto ("2001 Annual Report"). The legislation also requires
      savings institutions to account for bad debts for federal income tax
      purposes on the same basis as commercial banks for tax years beginning
      after December 31, 1995. This change in accounting method and reversal and
      excess bad debt reserves is adequately provided for in the Association's
      deferred tax liability.

                    At December 31, 2001, the federal income tax reserves of the
      Association included $110,577 for which no federal income tax has been
      provided. Because of these federal income tax reserves and the liquidation
      account established for the benefit of certain depositors of the
      Association in connection with the conversion of the Association to stock
      form, the retained earnings of the Association are substantially
      restricted.

                    Distributions. If the Association were to distribute cash or
      property to its sole stockholder, and the distribution was treated as
      being from its accumulated bad debt reserves, the distribution would cause
      the Association to have additional taxable income. A distribution is
      deemed to have been made from accumulated bad debt reserves to the extent
      that (a) the reserves exceed the amount that would have been accumulated
      on the basis of actual loss experience, and (b) the distribution is a
      "non-qualified distribution." A distribution with respect to stock is a
      non-qualified distribution to the extent that, for federal income tax
      purposes, (1) it is in redemption of shares, (2) it is pursuant to a
      liquidation of the institution, or (3) in the case of a current
      distribution, together with all other such distributions during the
      taxable year, it exceeds the institution's current and post-1951
      accumulated earnings and profits. The amount of additional taxable income
      created by a non-qualified distribution is an amount that when reduced by
      the tax attributable to it is equal to the amount of the distribution.

                    Minimum Tax. The Code imposes an alternative minimum tax at
      a rate of 20%. The alternative minimum tax generally applies to a base of
      regular taxable income plus certain tax preferences ("alternative minimum
      taxable income" or ("AMTI") and is payable to the extent such AMTI is in
      excess of an exemption amount. The Code provides that an item of tax
      preference is the excess of the bad debt deduction allowable for a taxable
      year pursuant to the percentage of taxable income method over the amount
      allowable under the experience method. Other items of tax preference that
      constitute AMTI include (a) depreciation and (b) 75% of the excess (if
      any) of (1) adjusted current earnings as defined in the Code, over (2)
      AMTI (determined without regard to this preference and prior to reduction
      by net operating losses).

                    Capital Gains and Corporate Dividends-Received Deduction.
      Corporate net capital gains are taxed at a maximum rate of 35%.
      Corporations which own 20% or more of the stock of a corporation
      distributing a dividend may deduct 80% of the dividends received.
      Corporations which own less than 20% of the stock of a corporation
      distributing a dividend may deduct only 70% of dividends received or
      accrued on their behalf. However, a corporation may deduct 100% of
      dividends from a member of the same affiliated group of corporations.


                                       41
<PAGE>

                    Other Matters. Federal legislation is introduced from time
      to time that would limit the ability of individuals to deduct interest
      paid on mortgage loans. Individuals are currently not permitted to deduct
      interest on consumer loans. Significant increases in tax rates or further
      restrictions on the deductibility of mortgage interest could adversely
      affect the Association.

                    The Association's federal income tax returns for the tax
      years ended 1998, 1999, 2000 and 2001 are open under the statute of
      limitations and are subject to review by the IRS. The Association's tax
      return for 1994 was audited by the IRS without material adjustment.

       State Taxation

                    The Company is subject to the Louisiana Corporation Income
      Tax based on its Louisiana taxable income, as well as franchise taxes. The
      Corporation Income Tax applies at graduated rates from 4% upon the first
      $25,000 of Louisiana taxable income to 8% on all Louisiana taxable income
      in excess of $200,000. For these purposes, "Louisiana taxable income"
      means net income which is earned within or derived from sources within the
      State of Louisiana, after adjustments permitted under Louisiana law,
      including a federal income tax deduction and an allowance for net
      operating losses, if any. In addition, beginning in 1999, the Association
      is subject to the Louisiana Shares Tax, which is imposed on the assessed
      value of its stock. The formula for deriving the assessed value is to
      calculate 15% of the sum of (a) 20% of the company's capitalized earnings,
      plus (b) 80% of the company's taxable stockholders' equity, and to
      subtract from that figure 50% of the company's real and personal property
      assessment. Various items may also be subtracted in calculating a
      company's capitalized earnings. In 2001 the Louisiana Shares Tax for the
      Company amounted to $34,000.



                                       42
<PAGE>

      Item 2. Description of Property.

                    At December 31, 2001, the Company and the Association
      conducted their business from the Association's main office in Plaquemine,
      Louisiana. The following table sets forth the net book value (including
      furnishings and equipment) and certain other information with respect to
      the offices and other properties of the Company at December 31, 2001.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Properties
                                                              As of December 31, 2001
                                                                        Net Book
                                                      Leased /          Value of
                       Description / Address          Owned             Property           Deposits
                       ---------------------          -----             --------           --------
                                                                  (Dollars in thousands)
<S>                                                    <C>                      <C>            <C>
Home Office:
23910 Railroad Avenue
Plaquemine, Louisiana                                 Owned                     $ 107          $25,800
Branch Office
None                                                                       -                          -                -
</TABLE>


     The estimated net book value of electronic data processing and other office
equipment owned by the Association was $38,300 at December 31, 2001.

        Item 3. Legal Proceedings.

                    The Company and the Association are involved in routine
      legal proceedings occurring in the ordinary course of business which, in
      the aggregate, are believed by management to be immaterial to the
      consolidated financial condition and results of operations of the Company.

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

                    Not applicable.

      PART    II.

      Item    5.   Market for Common Equity and Related Stockholder Matters.

                    The information required herein, to the extent applicable,
      is incorporated by reference on pages 3 and 47 of the Company's 2001
      Annual Report.


                                       43
<PAGE>

      Item 6.  Management's Discussion and Analysis or Plan of Operation.

                    The information required herein is incorporated by reference
      from pages 6 to 15 of the 2001 Annual Report.

       Item 7.  Financial Statements.

                    The information required herein is incorporated by reference
      from pages 16 to 46 of the 2001 Annual Report.


      Item 8.  Changes in and Disagreements With Accountants on Accounting and
                 Financial Disclosure.

                    Not applicable.


       PART III.


      Item 9.     Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16 (a) of the Exchange Act.

Current Directors

         The Bylaws of the Company presently provide that the Board of Directors
shall consist of six members, and the Articles of Incorporation and Bylaws of
the Company presently provide that the Board of Directors shall be divided into
three classes as nearly equal in number as possible. The members of each class
are to be elected for a term of three years or until their successors are
elected and qualified. One class of directors is to be elected annually. There
are no arrangements or understandings between the Company and any person
pursuant to which such person has been elected or nominated as a director, and
no director or nominee for director is related to any other director, nominee
for director or executive officer of the company by blood, marriage or adoption.
<TABLE>
<CAPTION>

                Name                    Age (1)          Position with the Company and the             Director Since (2)
                                                     Association and Principal Occupation
                                                           During the Past Five Years

                                                    Directors Whose Terms Expire in 2002

<S>                                       <C>      <C>                                                        <C>
 G. Lloyd Bouchereau, Jr.                  60      President and Chief Executive Officer of the               1968
                                                   Association since 1978 and of the Company
                                                   since June 1998; employed by the Association
                                                   since 1966
 Bobby E. Stanley                          61      Self employed public accountant                            1988
                                                   Directors Whose Terms Expire in 2003

</TABLE>

                                       44
<PAGE>
<TABLE>
<CAPTION>

                Name                 Age (1)          Position with the Company and the                Director Since (2)
                                                     Association and Principal Occupation
                                                           During the Past Five Years

                                                    Directors Whose Terms Expire in 2002

<S>                                     <C>    <C>                                                            <C>
Gary K. Pruitt                          60     Secretary-Treasurer of the Association since 1996              1995
                                               and of the Company since June 1998; retired;
                                               formerly Executive Director of the Greater Baton
                                               Rouge Port Commission in Port Allen, Louisiana
                                               until June 1998

Edward J. Steinmetz                     50     Business Manufacturing Manager with Borden                     1997
                                               Chemical, Inc. in Donaldsonville, Louisiana since
                                               June 1999; prior thereto, Plant Manager Ashland
                                               Chemical Co., a methanol plant in Plaquemine,
                                               Louisiana

                                                Directors Whose Terms Expire in 2004

John L. Delahaye                        55     Attorney with the law firm of Barron & Delahaye                1983
                                               in Plaquemine, Louisiana since 1974

Danny M. Strickland                     35     Loan Officer/ Vice President of the Association                1998
                                               since 1995 and of the Company since June 1998;
                                               Branch Manager of Transamerica Financial Services
                                               in Lafayette, Louisiana from July 1993 to
                                               December 1994; prior thereto, Assistant Branch
                                               Manager of Transamerica Financial Services

</TABLE>

(1)      As of December 31, 2001
(2)      Includes service as a director of the Association.


Executive Officers

         The only executive officers of the Company and the Association are
Messrs. Bouchereau and Strickland, who are also directors of the Company and the
Association.

Section 16(a) Beneficial Ownership Reporting Compliance

         Under Section 16(a) of the 1934 Act, the Company's directors, officers
and any persons holding more than 10% of the Common Stock are required to report
their ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission ("Commission") and the National Association
of Securities Dealers ("NASD") by specific dates. Based on representations of
its directors and officers and copies of the reports that they have filed with
the Commission and the NASD, the Company believes that all of these filing
requirements were satisfied by the Company's directors and officers in the year
ended December 31, 2001.

                                       45
<PAGE>

       Item 10. Executive Compensation.

Summary Compensation Table

      The Company has not yet paid separate compensation directly to its
officers. The following table sets forth a summary of certain information
concerning the compensation paid by the Association for services rendered in all
capacities during the year ended December 31, 2001 to the President and Chief
Executive Officer of the Company and the Association. No executive officer of
the Association received total compensation in excess of $100,000 during 2001.
<TABLE>
<CAPTION>



                                                                                    Long-Term Compensation
                                                                           --------------------------------------
                                            Annual Compensation                       Awards               Payouts
                                    -------------------------------------- --------------------------     -------
                                                             Other         Restricted      Securities
Name and                   Fiscal                            Annual            Stock      Underlying       LTIP        All Other
Principal Position         Year     Salary (1)    Bonus   Compensation (2)    Award (3)    Options (4)    Payouts   Compensation (5)
------------------         ----     ----------    -----   ----------------    ---------    -----------    -------   ----------------

<S>                        <C>      <C>          <C>            <C>               <C>      <C>
G. Lloyd Bouchereau, Jr.   2001     $85,800      $8,300          --            $ --           --              --     $18,549
President and Chief        2000     $77,400      $9,000          --            $ --           --              --     $16,502
Executive Officer          1999     $77,400      $2,000          --            $22,134      5,272             --     $16,763
</TABLE>

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

(1)        Includes directors' fees of $11,400 in 2001, $10,200 in 2000, and
           $10,200 in 1999.

(2)        Annual compensation does not include amounts attributable to other
           miscellaneous benefits received by Mr. Bouchereau. The costs to the
           Association of providing such benefits during 1999 did not exceed 10%
           of the total salary and bonus paid to or accrued for the benefit of
           such individual executive officer.

(3)        Represents that grant of 2,108 shares of restricted Common Stock
           pursuant to the 1999 Recognition and Retention Plan and trust
           Agreement, which shares were deemed to have had the indicated value
           at the date of grant. The award vested one-third on the date of
           grant, and an additional one-third vested on each of the first two
           annual anniversary dates. All of the shares covered by the award were
           fully vested by December 31, 2001. Dividends were paid on the
           restricted shares.

(4)        Consists of stock options granted pursuant to the 1999 Stock Option
           Plan. One-third of the options vested and became exercisable on the
           date of grant, and an additional one-third vested on each of the
           first two annual anniversary dates.

(5)        Consists of amounts allocated, accrued or paid by the Association on
           behalf of Mr. Bouchereau pursuant to the Association's Profit Sharing
           Plan in each year and allocations of Common Stock to Mr. Bouchereau's
           ESOP account ($8,104 in 2001, $7,299 in 2000, and $7,577 in 1999).
-------------------


                                       46
<PAGE>


Employee Agreements

      Effective September 30, 1998, the Company and the Association (the
"Employers") entered into employment agreements with each of Messrs. Bouchereau
and Strickland. The Employers have agreed to employ the executives for a term of
three years commerncing September 30, 1998, in each case in their current
respective positions. As of December 31, 2001, the agreements provide that
Messrs. Bouchereau and Strickland will be paid their current salary levels of
$80,352 and $54,432, respectively, as such amounts may be increased from time to
time. The executives' compensation and expenses shall be paid by the Company and
the Association in the same proportion as the time and services actually
expended by the executives on behalf of each respective Employer. The employment
agreements are reviewed annually, and the term of the executives' employment
agreements shall be extended each year for a successive additional one-year
period upon the approval of the Employers' Boards of Directors, unless either
party elects, not less than 30 days prior to the annual anniversary date, not to
extend the employment term.

      Each of the employment agreements are terminable with or without cause by
the Employers. The executives have no right to compensation or other benefits
pursuant to the employment agreements for any period after voluntary termination
by the Employers for cause, disability or retirement. The agreements provide for
certain benefits in the event of the executive's death. In the event that

         (1)   either executive terminates his employment because of failure to
               comply with any material provision of the employment agreements
               or the Employers change the executive's title or duties or

         (2)   The employment agreement is terminated by the Employers other
               than for cause, disability, retirement or death or by the
               executive as a result of certain adverse actions which are taken
               with respect to the executive's employment following a change in
               control of the Company, as defined,

then the executive will be entitled to a cash severance amount equal to three
times his average annual compensation for the last five calendar years (or such
shorter period that he has worked with the Association), plus the continuation
of certain miscellaneous fringe benefits, subject to reduction pursuant to
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") as
set forth below in the event of a change in control.

      A change in control is generally defined in the employment agreements to
include any change in control of the Company required to be reported under the
federal securities laws, as well as (1) the acquisition by any person of 20% or
more of the Company's outstanding voting securities or (2) a change in a
majority of the directors of the Company during any three-year period without
the approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.

      Each employment agreement provides that, in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "parachute payments" within the meaning of Section 280G of
the Code, then such payments and benefits received thereunder shall be reduced
by the amount which is the minimum necessary to result in the payments not
exceeding three times the recipient's average annual compensation from the

                                       47
<PAGE>

Employers which was includable in the recipient's gross income during the most
recent five taxable years (the "Section 280G Limit"). As a result, none of the
severance payments will be subject to a 20% excise tax, and the Employers will
be able to deduct such payments as compensation expense for federal income tax
purposes. If a change in control was to occur in 2002, the Section 280G Limit
for Messrs. Bouchereau and Strickland would be approximately $256,000 and
$166,000 respectively.

      Although the above-described employment agreements could increase the cost
of any acquisition of control of the Company, management of the Company does not
believe that the terms thereof would have a significant antitakeover effect. The
Company and/or the Association may determine to enter into similar employment
agreements with other officers in the future.

Existing Stock Options

      No stock options were granted during 2001 to the executive officer named
in the Summary Compensation Table. No options were exercised by executive
officers during 2001. The following table sets forth, with respect to the
executive officer named in the Summary Compensation Table, information with
respect to the number of shares of Common Stock covered by options held at the
end of the fiscal year and the value with respect thereto.
<TABLE>
<CAPTION>
                                               Number of                              Value of Unexercised
                                          Unexercised Options                         In the Money Options
                                           At Fiscal Year End                        At Fiscal Year End (1)
Name                              Exercisable          Unexercisable          Exercisable          Unexercisable
----                              -----------          -------------          -----------          -------------
<S>                                   <C>                                     <C>                        <C>
G Lloyd Bouchereau Jr.                5,272                  --               $10,544                    $--
</TABLE>


(1)  Based on a per share market price of Common Stock of $12.50 at December 31,
     2001, minus the applicable exercise price per share.

Profit Sharing Plan

      The Association maintains an Employee Profit Sharing Plan (the "Profit
Sharing Plan"), which is a tax-qualified defined contribution plan. Full-time
employees who have been credited with at least one year of service and who have
attained age 21 are eligible to participate in the Profit Sharing Plan. Over the
past several years, the Association generally contributed each year an amount to
the Profit Sharing Plan equal to 15% of the gross salaries of eligible
employees. The contributions to the Profit Sharing Plan were 10% of gross
salaries in 1999,12% of gross salaries in 2000 and 13% of gross salaries in
2001, for an aggregate contribution of $22,000 in 1999, $25,000 in 2000 and
$29,000 in 2001. Employees become vested as to their account balances at the
rate of 20% per year after three years of service and are 100% vested after
seven years of service. Benefits are payable upon retirement, death or
disability.


                                       48
<PAGE>

Employee Stock Ownership Plan

      The Company has established the ESOP for employees of the Company and the
Association. Full-time employees of the Company and the Association who have
been credited with at least 1,000 hours of service during a 12-month period and
who have attained age 21 are eligible to participate in the ESOP.

      The ESOP borrowed $168,690 from the Company in order to fund the purchase
of 8% of the Common Stock sold in the Conversion. The amount of the loan equaled
100% of the aggregate purchase price of the Common Stock acquired by the ESOP.
The loan to the ESOP is being repaid principally from the Company's and the
Association's contributions to the ESOP over a period of 10 years, and the
collateral for the loan is the Common Stock purchased by the ESOP. The interest
rate for the ESOP loan is a fixed rate of 8.5%. The Company may, in any plan
year, make additional discretionary contributions for the benefit of plan
participants in either cash or shares of Common Stock, which may be acquired
through the purchase of outstanding shares in the market or from individual
stockholders, upon the original issuance of additional shares by the Company or
upon the sale of treasury shares by the Company. Such purchases, if made, would
be funded through additional borrowing by the ESOP or additional contributions
from the Company. The timing, amount and manner of future contributions to the
ESOP will be affected by various factors, including prevailing regulatory
policies, the requirements of applicable laws and regulations and market
conditions.

      Shares purchased by the ESOP with the proceeds of the loan are held in a
suspense account and released to participants on a pro rata basis as debt
service payments are made. Shares released from the ESOP are allocated to each
eligible participant's ESOP account based on the ratio of each such
participant's base compensation to the total base compensation of all eligible
ESOP participants. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have contributed
to the ESOP. Upon the completion of three years of service, the account balances
of participants within the ESOP will become 20% vested and will continue to vest
at the rate of 20% for each additional year of service completed by the
participant, such that a participant will become 100% vested upon the completion
of seven years of service. Credit is given for years of service with the
Association prior to adoption of the ESOP. In the case of a "change in control,"
as defined, however, participants will become immediately fully vested in their
account balances. Benefits may be payable upon retirement or separation from
service. The Company's contributions to the ESOP are not fixed, so benefits
payable under the ESOP cannot be estimated.

      Messrs. Bouchereau, Stanley and Strickland serve as trustees of the ESOP.
Under the ESOP, the trustees must generally vote all allocated shares held in
the ESOP in accordance with the instructions of the participating employees, and
unallocated shares will generally be voted in the same ratio on any matter as
those allocated shares for which instructions are given, in each case subject to
the requirements of applicable law and the fiduciary duties of the trustees.

      Generally accepted accounting principles require that any third party
borrowing by the ESOP be reflected as a liability on the Company's statement of
financial condition. Since the ESOP's loan is from the Company, the loan is not
treated as a liability, but rather the amount of the loan is deducted from

                                       49
<PAGE>

stockholders' equity. If the ESOP purchases newly issued shares from the
Company, total stockholders' equity would neither increase nor decrease, but per
share stockholders' equity and per share net earnings would decrease as the
newly issued shares are allocated to the ESOP participants.

      The ESOP is subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and the regulations of the Internal
Revenue Service and the Department of Labor thereunder.

Directors' Compensation

      Each director of the Association receives $750 for each meeting of the
Board of Directors. Directors are paid for up to two excused absences from
meetings per year. No fees are paid for committee meetings.

      Item 11.  Security Ownership of Certain Beneficial Owners and Management.

      The following table includes, as of March 8, 2002, certain information as
to the Common Stock beneficially owned by (1) each person or entity, including
any "group" as that term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended ("1934Act"), who or which was known to the Company to be
the beneficial owner of more than 5% of the issued and outstanding Common Stock,
(2) the directors of the Company, and (3) all directors and executive officers
of the Company and the Association as a group.

<TABLE>
<CAPTION>
                                                                                      Common Stock
                                                                                Beneficially Owned as of
                                                                                  March 8, 2002 (1) (2)
                                                                                  ---------------------
                     Name of Beneficial Owner                                   Amount                   %
                     ------------------------                                   ------                   -
<S>                                                                           <C>                   <C>
IBL Bancorp, Inc.                                                             16,869 (3)               8.0%
Employee Stock Ownership Plan Trust
23910 Railroad Avenue
Plaquemine, Louisiana  70764
Directors:

      G. Lloyd Bouchereau, Jr.                                                19,652 (4)               9.1%
      John L. Delahaye                                                        10,452 (5)               4.9%
      Gary K. Pruitt                                                          9,952 (6)                4.7%
      Bobby E. Stanley                                                        12,952 (7)               6.1%
      Edward J. Steinmetz                                                     8,952 (8)                4.2%
      Danny M. Strickland                                                     9,847 (9)                4.6%

All  directors  and  executive  officers  of the  Company  and the            71,807 (3)               31.4%
Association as a group (six persons)
</TABLE>
                                       50
<PAGE>


(1)   Based upon information furnished by the respective persons. Pursuant to
      rules promulgated under the 1934 Act, a person is deemed to beneficially
      own shares of Common Stock if he or she directly or indirectly has or
      shares (a) voting power, which includes the power to vote or to direct the
      voting of the shares; or (b) investment power, which includes the power to
      dispose or direct the disposition of the shares. Unless otherwise
      indicated, the named beneficial owner has sole voting power and sole
      investment power with respect to the indicated shares.

(2)   Under applicable regulations, a person is deemed to have beneficial
      ownership of any shares of Common Stock which may be acquired within 60
      days of the date shown pursuant to the exercise of outstanding stock
      options. Shares of Common Stock which are subject to stock options are
      deemed to be outstanding for the purpose of computing the percentage of
      outstanding Common Stock owned by such person or group but not deemed
      outstanding for the purpose of computing the percentage of Common Stock
      owned by any other person or group. The amounts set forth in the table
      include shares which may be received upon the exercise of stock option
      pursuant to the 1999 Stock Option Plan within 60 days of the date shown as
      follows: for Mr. Bouchereau, 5,272 shares; for Mr. Strickland, 4,217
      shares; for each of Messrs. Delahaye, Pruitt, Stanley and Steinmetz, 2,109
      shares; and for all directors and executive officers as a group, 17,925
      shares.

(3)   The IBL Bancorp, Inc. Employee Stock Ownership Plan Trust ("Trust") was
      established pursuant to the IBL Bancorp, Inc. Employee Stock Ownership
      Plan ("ESOP") by an agreement between the Company and Messrs. Bouchereau,
      Stanley and Strickland, who act as trustees of the plan ("Trustees"). As
      of the Voting Record Date, 11,387 shares of Common Stock held in the Trust
      were unallocated and 5,482 shares had been allocated to the accounts of
      participating employees. Under the terms of the ESOP, the Trustees will
      generally vote the allocated shares held in the ESOP in accordance with
      the instructions of the participating employees and will generally vote
      unallocated shares held in the ESOP in the same proportion for and against
      proposals to stockholders as the ESOP participants and beneficiaries
      actually vote shares of Common Stock allocated to their individual
      accounts, subject in each case to the fiduciary duties of the ESOP
      trustees and applicable law. Any allocated shares which either abstain on
      the proposal or are not voted will generally be disregarded in determining
      the percentage of stock voted for and against each proposal by the
      participants and beneficiaries. The amount of Common Stock beneficially
      owned by each individual trustee or all directors and executive officers
      as a group does not include the unallocated shares held by the Trust. The
      total for all directors and executive officers as a group includes 3,624
      shares allocated to the ESOP accounts of the two executive officers.

(4)   Includes 2,566 shares held by Mr. Bouchereau's individual retirement
      account ("IRA"), 3,000 shares held by his spouse's IRA, 2,000 shares held
      jointly with his spouse, 1,000 shares held by his two children, and 2,206
      shares allocated to Mr. Bouchereau's ESOP account. Mr. Bouchereau has
      shared voting and dispositive power with respect to the shares held by his
      spouse and children. Excludes the unallocated shares held by the ESOP, of
      which Mr. Bouchereau is one of three trustees.

(5)   Includes 3,750 shares held by Mr. Delahaye's spouse, with whom voting and
      dispositive power is shared.


                                       51
<PAGE>

(6)   Includes 1,000 shares held by Mr. Pruitt's spouse, with whom voting and
      dispositive power is shared.

(7)   Includes 5,759 shares held by Mr. Stanley's IRA and 4,241 shares held by
      Mr. Stanley's spouse, with whom voting and dispositve power is shared.
      Excludes the unallocated shares held by the ESOP, of which Mr. Stanely is
      one of three trustees.

(8)   Includes 6,000 shares held jointly with his spouse.

(9)   Includes 1,418 shares allocated to Mr. Strickland's ESOP account and 25
      shares held jointly by Mr. Strickland's parents. Excludes the unallocated
      shares held by the ESOP, of which Mr. Strickland is one of three trustees.

               Item 12.  Certain Relationships and Related Transactions.

Certain Transactions

      John L. Delahaye, a director of the Association, is a partner in the firm
of Borron & Delahaye, which serves as general counsel to the Association. During
2001, Borron & Delahaye received a monthly retainer of $4,00 from the
Association and approximately $16,000 of legal fees in connection with real
estate loan closings. All of the loan closing fees were paid by the borrowers
rather than the Association.

      Management believes that the above transactions were on terms at least as
favorable to the Association as could be obtained from unaffiliated third
parties.

Indebtedness of Management

      From August 1989 through November 1996, applicable law required that all
loans or extension of credit to executive officers and directors be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public and
not involve more than the normal risk of repayment or present other unfavorable
features. In addition, loans made to a director or executive officer in excess
of the greater of $25,000 or 5% of the Association's capital and surplus (up to
a maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board of Directors.

      Except as hereinafter indicated, all loans made by the Association to its
executive officers and directors are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectibility or
present other unfavorable features.

      In accordance with applicable regulations, the Association makes loans to
its directors, officers and employees. These loans are generally made on the
same terms as comparable loans to unaffiliated third parties, except that the
Association waives the 1% loan origination fee. The following table sets forth
certain information relating to preferential loans to executive officers and
directors which exceeded $60,000 during 2001. At December 31, 2001, the

                                       52
<PAGE>

Association had seven preferential loans outstanding to directors and executive
officers of the Association, or members of their immediate families, including
preferential loans to directors and executive officers whose aggregate
indebtedness did not exceed $60,000. These preferential loans totaled
approximately $287,000 or 7.0% of the Company's total stockholder's equity at
December 31, 2001. The Association also has other non-preferential loans to its
directors and executive officers.

<TABLE>
<CAPTION>
                                                                                Highest
                                                                               Principal
                                                             Year             Balance from            Principal          Interest
                                                             Loan              1/1/01 to            Balance at         Rate as of
  Name and Position          Name of Indebtedness            Made               12/31/01             12/31/01            12/31/01
  -----------------          --------------------            ----               --------             --------            --------
<S>                          <C>                             <C>                <C>                  <C>                 <C>
John L. Delahaye,            Construction Loan               2000               $416,271             $61,493             8.00%
Director

Bobby E. Stanley,            Residential Mortgage            2001                98,000               94,604            7.27 (1)
Director
                             Residential Mortgage            2000                45,530               36,694              7.50
                             Residential Mortgage            1997                32,757               30,891            7.35 (1)
                             Residential Mortgage            1995                16,080                 0               9.33 (1)

</TABLE>

(1)   The interest rate adjusts annually.

      Item 13.  Exhibits, List and Reports on Form 8-K.

                    (a)    Documents Filed as Part of this Report

                    (1) The following financial statements are incorporated by
       reference from Item 7 hereof (see Exhibit 13):

                      Independent Auditor's Report.
                      Consolidated Statements of Financial Condition as of
                       December 31, 2001 and 2000.
                      Consolidated Statements of Income and Comprehensive Income
                       for the Years Ended December 31, 2001 and 2000.
                      Consolidated Statements of Changes in Shareholders' Equity
                       for the Years ended December 31, 2001 and 2000.
                      Consolidated Statements of Cash Flows for the Years Ended
                       December 31, 2001 and 2000.
                      Notes to Consolidated Financial Statements.

                    (2) All schedules for which provision is made in the
      applicable accounting regulations of the Securities and Exchange
      Commission ("SEC") are omitted because of the absence of conditions under
      which they are required or because the required information is included in
      the consolidated financial statements and related notes thereto.


                                       53
<PAGE>

                    (3) The following exhibits are filed as part of this Form
       l0-KSB, and this list includes the Exhibit Index.

                                  Exhibit Index

                    2.1*   Plan of Conversion
                    3.1*   Articles of Incorporation of IBL Bancorp, Inc.
                    3.2*   Bylaws of IBL Bancorp, Inc.
                    4.1*   Stock Certificate of IBL Bancorp, Inc.
                   10.1*   Employment Agreement among IBL Bancorp, Inc.,
                           Iberville Building and Loan Association and G. Lloyd
                           Bouchereau, Jr., dated September 30, 1998
                   10.2*   Employment Agreement among IBL Bancorp, Inc.,
                           Iberville Building and Loan Asociation and Danny M.
                           Strickland, dated September 30, 1998
                   10.3**  1999 Stock Option Plan
                   10.4**  1999 Recognition and Retention Plan and Trust
                           Agreement
                   13.0    2001 Annual Report to Stockholders

                    (*) Incorporated herein by reference from the Company's
Registration Statement on Form SB-2 (Registration No. 333-57623) filed by the
Company with the SEC on June 24, 1998, as subsequently amended.

                    (**) Incorporated herein by reference from the Company's
Form 10-KSB for the year ended December 31, 1999.

                    (b)    Reports on Form 8-K

                    The Company did not file any reports on Form 8-K during the
       fourth quarter of the year ended December 31, 2001.


                                       54
<PAGE>

                                   SIGNATURES

                    In accordance with Section 13 or 15(d) of the Exchange Act,
      the registrant caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.

                                          IBL BANCORP, INC.


                                          By:    /s/G. Lloyd Bouchereau, Jr.
                                                 ---------------------------
                                                 G. Lloyd Bouchereau, Jr.
                                                 President and
                                                 Chief Executive Officer

                    In accordance with the Exchange Act, this report has been
      signed below by the following persons on behalf of the registrant and in
      the capacities and on the date indicated.

       Name                                  Title                 Date
       ----                                  -----                 ----


       /s/ G. Lloyd Bouchereau, Jr.    President and Chief      March 15, 2002
       ----------------------------
       G. Lloyd Bouchereau, Jr.        Executive Officer

       /s/ Bobby E. Stanley            Director                 March 15, 2002
       --------------------
       Bobby E. Stanley

       /s/ John L. Delahaye            Director                 March 15, 2002
       --------------------
       John L. Delahaye

       /s/ Gary K. Pruitt              Director                 March 15, 2002
       ------------------
       Gary K. Pruitt

       /s/ Edward J. Steinmetz         Director                 March 15, 2002
       -----------------------
       Edward J. Steinmetz

       /s/ Danny M. Strickland         Director                 March 15, 2002
       -----------------------
       Danny M. Strickland



                                       55