IBL Bancorp, Inc.
                               23910 Railroad Ave.
                              Plaquemine, LA 70764

To Our Stockholders:

         The books are now  closed on fiscal  1999 and we are  pleased  with the
progress  that  we  have  made  during  our  first  complete  year  as  a  stock
association.  We are delighted to present this annual report to the stockholders
of IBL Bancorp, Inc.

         With the coming of the new  millennium,  the Company is  positioned  to
begin a new era of service to the  community.  Loan demand has increased in 1999
and we hope to continue to expand our loan portfolio.  We plan to take advantage
of the opportunities afforded us in this very competitive marketplace.

         We are confident of the  Association's  sound  financial  condition and
look  forward to the  future  with  optimism  and  energy.  We  appreciate  your
investment in the Company and invite your continued  support of the Association,
which is Iberville  and West Baton Rouge  Parishes  truly  home-owned  community
Association.

         We  invite  you to  review  this  Annual  Report  which  discusses  our
performance during fiscal year 1999.

Sincerely,


G. Lloyd Bouchereau, Jr.
President & CEO

                                       1

<PAGE>
                                IBL BANCORP, INC.
                      IBERVILLE BUILDING & LOAN ASSOCIATION


         IBL  BANCORP,  INC.  ("our  holding  company"  or  the  "Company")  was
incorporated  under the laws of the State of  Louisiana  in 1998 to serve as the
holding company for Iberville  Building & Loan Association  (the  "Association")
following  our  conversion  from  mutual to stock form (the  "Conversion").  The
Company and the Association are collectively  referred to as "us," "we," etc. On
September 30, 1998, we consummated the Conversion, and the Company completed its
offering  of Common  Stock  through the sale and  issuance of 210,870  shares of
common stock at a price of $10.00 per share,  realizing  gross  proceeds of $2.1
million.  The Company  purchased all of the capital stock of the  Association in
exchange for 50% of the net  Conversion  proceeds.  Prior to September 30, 1998,
the  Company had no material  assets or  liabilities  and engaged in no business
activities. Accordingly, the information set forth in this report, including the
audited Consolidated Financial Statements and related data, relates primarily to
the Association.

         Our holding  company's  executive offices are located at 23910 Railroad
Avenue, Plaquemine, Louisiana 70764, and its telephone number is (225) 687-6337.

         IBERVILLE BUILDING & LOAN ASSOCIATION. The Association was organized as
a state  chartered  mutual  savings  institution  in 1915. We currently  operate
through one full service  banking office located in  Plaquemine,  Louisiana.  At
December  31,  1999,  we had total  assets of $28.8  million,  deposits of $22.9
million and stockholders' equity of $3.5 million or 12.2% of total assets.

         We attract  deposits from the general  public and invest those funds in
loans secured by first  mortgages on  owner-occupied  single-family  residences,
commercial  real estate loans and consumer loans. We also maintain an investment
portfolio,  primarily of  mortgage-backed  securities issued by the Federal Home
Loan Mortgage Corporation ("FHLMC") or the Federal National Mortgage Association
("FNMA") and obligations of the federal government and agencies.

         We  derive  our  income  principally  from  interest  earned  on loans,
investment securities and other interest-earning  assets. Our principal expenses
are  interest  expense on deposits  and  noninterest  expenses  such as employee
compensation,  deposit insurance and miscellaneous other expenses. Funds for our
activities are provided principally by deposit growth, repayments of outstanding
loans and investment securities,  other operating revenues and advances from the
Federal Home Loan Bank of Dallas.

         As a state chartered savings  institution,  we are subject to extensive
regulation by the Office of Financial  Institutions,  State of Louisiana ("OFI")
and by the Office of Thrift  Supervision  ("OTS").  Our lending  activities  and
other  investments  must  comply  with  state  and  various  federal  regulatory
requirements,   and  these  regulatory  agencies  periodically  examine  us  for
compliance with various regulatory  requirements.  The Federal Deposit Insurance
Corporation ("FDIC") also has the authority to conduct special examinations.  We
must also file reports with the OTS  describing  our  activities  and  financial
condition and are subject to certain monetary reserve  requirements  promulgated
by the Board of Governors of the Federal Reserve System.

                                       2
<PAGE>
MARKET FOR COMMON STOCK
AND RELATED STOCKHOLDER MATTERS

         Market for Common Stock.  The  Company's  common stock was first quoted
and began  trading  on the Nasdaq  Small Cap  Market  System on October 1, 1998,
under the symbol "IBLB". At that date there were 210,870 shares of the Company's
common stock outstanding, and there were approximately 222 record holders of the
Company's  common stock.  Due to the  relatively  small size of the offering and
small number of  stockholders,  there was only limited trading activity in 1999.
There were  twelve  known  trades in 1999,  the lowest of which was at $9.25 per
share and the highest was at $10.75 per share.

         The  payment  of   dividends   on  the  common   stock  is  subject  to
determination  and declaration by the Board of Directors of our holding company.
The Company's  first four  quarterly cash dividends were paid at a rate of $0.15
per share per  annum.  The Board of  Directors  intends  to pay  quarterly  cash
dividends at a rate of $0.17 per share per annum  commencing  with the Company's
fifth  dividend paid in January 2000.  The payment of future  dividends  will be
subject to the  requirements  of  applicable  law and the  determination  by our
holding company's Board of Directors that our net income,  capital and financial
condition,  thrift industry trends and general economic  conditions  justify the
payment of dividends,  and we cannot assure you that  dividends will continue to
be paid in the future.

                                       3


<PAGE>

                        SELECTED FINANCIAL AND OTHER DATA

                                           At December 31,

                                              1998            1999
                                              ----            ----
                                             (Dollars in thousands)
Selected Financial Condition Data:
Total assets                                $28,776          $23,878
Loans receivable, net                        18,143           17,209
Other cash and amounts due
    from depository institutions .            2,892            1,858
Investment securities:
    Available for sale                        3,732            1,454
     Held to maturity                         2,372            2,123
Deposits                                     22,884           19,899
Borrowed money                                2,300              495
Stockholders' equity                          3,504            3,383

<TABLE>
<CAPTION>
                                                        Year  Ended December 31,

                                                  1999             1998              1997
                                                  ----             ----              ----
                                                           (Dollars in thousands)
Selected Operating Data:
<S>                                             <C>               <C>               <C>
Interest income                                 $ 1,886           $ 1,736           $ 1,691
Interest expense                                    953               915               917
                                                -------           -------           -------
Net interest income before
     provision for loan losses                      933               821               774
Provision for loan losses                             9                21                42
                                                -------           -------           -------
Net interest income after
     provision for loan losses                      924               800               732
Non-interest income                                  97               101                98
Non-interest expense                                744               604               568
                                                -------           -------           -------
Income before income taxes                          277               297               262
Income taxes                                         93               102                98
                                                -------           -------           -------
Net income                                          184               195               164
Other comprehensive income (loss), net               (4)               (3)                4
                                                -------           -------           -------
    4 Comprehensive income                      $   180           $   192           $   168
                                                -------           -------           -------
</TABLE>

                                       4

Selected Ratios
<TABLE>
<CAPTION>
                                                                      At or for the
                                                                  Year Ended December 31,
                                                                  -----------------------
                                                           1999             1998           1997
                                                           ----             ----           ----
Performance Ratios:
Return on average assets (net income
<S>                                                        <C>           <C>              <C>
divided by average total assets) ..........                .68%             .84%             .74%
Return on average equity (net income
   divided by average equity) ................            5.41             9.04            10.64
Interest rate spread (average yield on assets
   minus average rate on liabilities) ........            3.09             3.19             3.24
Net interest margin (net interest income
   divided by average interest-earning assets)            3.54             3.59             3.55
Ratio of average interest-earning assets
   to average interest-bearing liabilities ...          112.24           109.78           107.42
Ratio of non-interest expense to average
   total assets ..............................            2.74             2.60             2.58
Efficiency ratio (non-interest expense
   divided by total of net interest income
   and non-interest income) ..................           72.21            65.51            65.13
Dividend pay out ratio (dividends paid during
   the year divided by net income) ...........           17.39               --               --

Asset Quality Ratios:
Non-performing assets to total assets at
   end of  period ............................             .41             1.01             1.48
Non-performing loans to total loans at
   end of  period ............................             .62             1.31             1.93
Allowance for loan losses to total loans
   at end of  period .........................            2.19             2.34             2.41
Allowance for loan losses to non-performing
   loans at end of  period ...................           341.18          170.25           121.69
Provision for loan losses to total loans .....              .05             .12              .25
Net charge-offs to average loans
   outstanding ...............................              .08             .08              .01
</TABLE>
                                       5
<PAGE>

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

         Our principal business consists of attracting deposits from the general
public  and  investing  those  funds  in loans  secured  by  one-to  four-family
residential  properties  located in our primary  market area,  which consists of
mainly  Iberville  and West Baton Rouge  Parishes.  We also  originate  consumer
loans, a limited amount of commercial real estate loans and maintain a portfolio
of investment  securities.  Our investment securities portfolio consists of U.S.
Treasury notes, U.S. government agency securities and mortgage-backed securities
which are  guaranteed as to principal  and interest by the FHLMC,  FNMA or other
governmental  agencies. We also maintain an investment in Federal Home Loan Bank
of Dallas common stock.

         Our net income primarily  depends on our net interest income,  which is
the difference between interest income earned on loans and investment securities
and interest paid on customers' deposits and borrowings.  Our net income is also
affected by non-interest  income,  such as service charges on customers' deposit
accounts,  loan service  charges and other fees,  and by  non-interest  expense,
primarily  consisting  of  compensation  expense,  deposit  insurance  and other
expenses incidental to our operations.

         Our  operations  and  those  of the  thrift  industry  as a  whole  are
significantly  affected by prevailing economic  conditions,  competition and the
monetary and fiscal policies of governmental  agencies.  Our lending  activities
are influenced by demand for and supply of housing and competition among lenders
and the level of interest  rates in our market area. Our deposit flows and costs
of funds are  influenced  by prevailing  market rates of interest,  primarily on
competing investments,  account maturities and the levels of personal income and
savings in our market area.

         This   Annual   Report   includes   statements   that  may   constitute
forward-looking statements,  usually containing the words "believe," "estimate,"
"project," "expect," "intend" or similar expressions.  These statements are made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995.  Forward-looking  statements  inherently  involve  risks and
uncertainties  that could cause actual results to differ  materially  from those
reflected  in the  forward-looking  statements.  Factors that could cause future
results to vary from current  expectations  include, but are not limited to, the
following:  changes in economic conditions (both generally and more specifically
in the markets in which we operate);  changes in interest rates,  deposit flows,
loan  demand,  real  estate  values  and  competition;   changes  in  accounting
principles,  policies or guidelines and in government legislation and regulation
(which  change from time to time and over which we have no  control);  and other
risks  detailed in this Annual Report and in our other  Securities  and Exchange
Commission fillings.  Readers are cautioned not to place undue reliance on these
forward-looking  statements,  which  reflect  our  analysis  only as of the date
hereof.  We undertake no  obligation  to publicly  revise these  forward-looking
statements to reflect events or circumstances that arise after the date hereof.

                                       6
<PAGE>
The Year 2000

         The  Year  2000  seems  to  have  come  without  any  complications  or
difficulties.  The  Association's  data  processing is handled by an independent
third party data center and we experienced no interruption in service due to the
year  2000.  We do not  expect  to  incur  significant  additional  expenses  in
connection  with issues related to the Year 2000;  however,  we will continue to
monitor our data processing. Management and the Board of Directors are committed
to  providing   uninterrupted  service  to  our  customers  throughout  the  new
millenium.


Asset/Liability Management

         Net  interest  income,  the primary  component  of our net  income,  is
determined  by the  difference  or  "spread"  between  the  yield  earned on our
interest-earning assets and the rates paid on our interest-bearing  liabilities,
and the relative  amounts of such assets and  liabilities.  Key components of an
asset/liability  strategy  are the  monitoring  and  managing of  interest  rate
sensitivity   on  both  the   interest-earning   assets   and   interest-bearing
liabilities.  The  matching  of our assets and  liabilities  may be  analyzed by
examining  the extent to which our  assets and  liabilities  are  interest  rate
sensitive and by monitoring the expected effects of interest rate changes on our
net portfolio value.

         An asset or liability is interest rate sensitive within a specific time
period if it will  mature or  reprice  within  that time  period.  If our assets
mature or reprice more quickly or to a greater extent than our liabilities,  our
net  portfolio  value and net  interest  income  would tend to  increase  during
periods of rising interest rates but decrease during periods of falling interest
rates.  If our assets  mature or reprice more slowly or to a lesser  extent than
our  liabilities,  our net portfolio value and net interest income would tend to
decease during periods of rising  interest rates but increase  during periods of
falling  interest rates.  Our policy has been to mitigate the interest rate risk
inherent  in  the  traditional  savings  institution   business  of  originating
long-term  loans  funded  by  short-term  deposits  by  pursuing  the  following
strategies:  (1) we have historically maintained liquidity and capital levels to
compensate for unfavorable  movements in market interest rates; and (2) in order
to mitigate the adverse  effect of interest rate risk on future  operations,  we
emphasize the  origination  of  adjustable-rate  mortgage loans and shorter term
consumer loans and the purchase of adjustable-rate mortgage-backed securities.

         The OTS  requires us to measure  our  interest  rate risk by  computing
estimated  changes  in the net  portfolio  value  ("NPV") of our cash flows from
assets,  liabilities  and  off-balance  sheet  items in the  event of a range of
assumed changes in market interest rates. These computations estimate the effect
on our NPV of sudden and  sustained 1% to 3% increases  and  decreases in market
interest rates.  Our board of directors has adopted an interest rate risk policy
which establishes  maximum decreases in our estimated NPV in the event of 1%, 2%
and 3% increases and decreases in market interest rates, respectively. Under OTS
regulations,  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  the risk-based  capital  requirement,
although the OTS has indicated  that no  institution  will be required to deduct
capital for interest  rate risk until  further  notice.  An  institution  with a
greater than "normal" interest rate risk is defined as an institution that would
suffer a loss of net portfolio value ("NPV") exceeding 2.0%

                                       7
<PAGE>
of the  estimated  market  value of its assets in the event of a 200 basis point
increase or decrease in interest rates.  NPV is the difference  between incoming
and outgoing  discounted  cash flows from assets,  liabilities,  and off-balance
sheet  contracts.  A resulting change in NPV of more than 2% of estimated market
value of an institution's assets will require the institution to deduct from its
risk-based  capital 50% of that excess  change.  The rule  provides that the OTS
will calculate the interest rate risk component  quarterly for each institution.
Because a 200 basis point  increase or decrease in interest rates would not have
resulted in the Association's NPV declining by more than 200 basis points of the
estimated market value of the Association's  assets as of December 31, 1999, the
Association  would  not have  been  subject  to any  capital  deductions  if the
regulation had been effective for such date.


         The following table presents the  Association's  NPV as of December 31,
1999 as calculated by the OTS, based on  information  provided to the OTS by the
Association:
<TABLE>
<CAPTION>

                               Net Portfolio Value        NPV as % of Portfolio      Change in NPV as % of

        Change in Rates     $Amount   $Change   %Change   Value of Assets   Portfolio   Value  of Assets(1)
        ---------------     -------   -------   -------   ---------------   -------------------------------
                                (Dollars in Thousands)

        <S>                 <C>       <C>         <C>           <C>               <C>
        +300 bp             $2,983    $ (316)     (10) %        10.75 %           (1.11) %


        +200 bp             3,161       (137)      (4)          11.27              (.48)


        +100 bp             3,273        (26)      (1)          11.57              (.09)


           0 bp             3,299         --       --           11.60              --


        -100 bp             3,256        (43)      (1)          11.41              (.15)


        -200 bp             3,246        (53)      (2)          11.33              (.19)


        -300 bp             3,262        (37)      (1)          11.32              (.13)
</TABLE>


                  (1) Based on the portfolio value of the  Association's  assets
assuming no change in interest rates.

         As  with  any  method  of  measuring   interest   rate  risk,   certain
shortcomings  are inherent in the method of analysis  presented in the foregoing
table.  For example,  although  certain assets and  liabilities may have similar
maturities  or  periods to  repricing,  they may react in  different  degrees to
changes in market interest  rates.  Also, the interest rates on certain types of
assets and  liabilities  may fluctuate in advance of changes in market  interest
rates,  while  interest  rates on other  types may lag behind  changes in market
rates.  Additionally,  certain assets,  such as adjustable-rate  mortgage loans,
have features which restrict changes in interest rates on a short-term basis and
over the life of the asset. Further, in the event of a change in interest rates,
expected rates of prepayments on loans and early  withdrawals from  certificates
could deviate significantly from those assumed in calculating the table.

         Our Board of  Directors  is  responsible  for  reviewing  our asset and
liability  policies.  On at least a quarterly  basis, the Board reviews interest
rate risk and trends,  as well as liquidity and capital ratios and requirements.
Our management is responsible for administering the policies and  determinations
of the Board of  Directors  with  respect to our asset and  liability  goals and
strategies.

                                       8
<PAGE>
Average Balances, Net Interest Income and Average Yields

         The  following   table  sets  forth   information   about  our  average
interest-earning  assets  and  interest-bearing  liabilities  and  reflects  the
average   yield   of   interest-earning   assets   and  the   average   cost  of
interest-bearing  liabilities for the periods and at the date indicated. Average
balances are derived from month-end balances.  Investment securities include the
aggregate of  securities  available  for sale and held to maturity.  The average
balance and average yield on investment securities is based on the fair value of
securities  available  for sale and the  amortized  cost of  securities  held to
maturity.  The average balance of loans receivable  includes  delinquent  loans,
which are not  considered  significant.  The  average  balance of  stockholders'
equity  includes the net unrealized loss on available for sale  securities.  The
following table does not reflect any effect of income taxes.

                                       9

<PAGE>
<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Average Balances, Net Interest Income, Yields Earned and Rates Paid

                                                    Year Ended                  Year Ended                    Year Ended
                                                   December 31, 1999           December 31, 1998             December 31, 1997
                                                Average            Average   Average           Average    Average
                                                Balance  Interest   Rate     Balance  Interest  Rate      Balance  Interest   Rate
                                                -------  --------   ----     -------  --------  ----      -------  --------   ----
Interest-earning Assets:
<S>                                              <C>       <C>     <C>       <C>       <C>      <C>        <C>       <C>       <C>
  Loans receivable                               18,066    1,441   7.98%     16,611    1,407    8.47%      15,735    1,346     8.55%
  Mortgage-backed securities                      4,576      266   5.81%      3,788      223    5.89%       4,176      258     6.18%
  FHLB stock and other investment securities        175        9   5.14%        224       13    5.80%         367       22     5.99%
  Interest-bearing deposits                       3,548      170   4.79%      2,265       93    4.11%       1,519       65     4.28%
                                                 ------    -----   ----      ------    -----    ----       ------    -----     ----

    Total interest-earning assets                26,365    1,886   7.15%     22,888    1,736    7.58%      21,797    1,691     7.76%
                                                           -----   ----                -----    ----                 -----     ----
Non-interest earning assets                         753                         340                           253
                                                 ------                      ------                        ------
     Total assets                                27,118                      23,228                        22,050
                                                 ======                      ======                        ======

INTEREST-BEARING LIABILITIES
Interest-bearing Liabilities:
  Deposits (3)                                   22,423      904   4.03%     20,556      898    4.37%      20,154      910     4.52%
  FHLB advances                                   1,067       49   4.59%        293       17    5.80%         138        7     5.07%
                                                 ------    -----   ----      ------    -----    ----       ------    -----     ----

    Total interest-bearing liabilities           23,490      953   4.06%     20,849      915    4.39%      20,292      917     4.52%
                                                           -----   ----                -----    ----                 -----     ----
Non-interest bearing liabilities                    229                         221                           216
                                                 ------                      -------                      -------
      Total liabilities                          23,719                      21,070                        20,508
Stockholders' Equity                              3,399                       2,158                         1,542
                                                 ------                      -------                      -------
      Total liabilities and equity               27,118                      23,228                        22,050
                                                 ======                      =======                      =======


Net interest income/average interest rate spread           $ 933   3.09%               $ 821    3.19%                $ 774     3.24%
                                                          ======  =====                =====    =====                =====     =====
Net interest margin                                                3.54%                        3.59%                          3.55%
                                                                  =====                         ====                           =====
Interest-earning assets to interest-bearing
Liabilities                                      112.24%                     109.78%                      107.42%
                                                 ======                      ======                       ======
</TABLE>

(1)  At December 31, 1999,  the weighted  average  yields  earned and rates paid
     were as follows:  loans  receivable,  7.98%;  mortgage  backed  securities,
     6.12%;  investment  securities,  5.75%;  other interest  bearing  deposits,
     4.93%; total interest earning assets, 7.24%; deposits 4.57%; FHLB advances,
     5.58%;  total  interest-bearing  liabilities,  4.68%; and, average interest
     rate spread, 2.56%.
(2)  Includes non-accuring loans.
(3)  Includes noninteresting-bearing checking accounts.
(4)  Equals net interest income divided by average interest-earning assets.

                                       10

<PAGE>
         Rate/Volume Analysis. The following table describes the extent to which
changes in interest rates and changes in volume of  interest-related  assets and
liabilities  have affected our interest  income and expenses  during the periods
indicated.  For each category of  interest-earning  assets and  interest-bearing
liabilities,  information is provided on changes  attributable to (i) changes in
volume (change in volume multiplied by prior year rate) and (ii) changes in rate
(change in rate multiplied by prior year volume). The combined effect of changes
in both rate and volume has been allocated  proportionately to the change due to
rate and the change due to volume.

<TABLE>
<CAPTION>
IBL Bancorp, Inc.
Rate - Volume Analysis


                                                                Year Ended                                  Year Ended
                                                        December 31, 1999 vs. 1998                  December 31, 1998 vs. 1997
                                                        --------------------------                  --------------------------
                                                     Increase / (Decrease)                Increase / (Decrease)
                                                            Due to             Total            Due to             Total
                                                            ------           Increase           ------            Increase
                                                      Rate         Volume   (Decrease)      Rate      Volume     (Decrease)
                                                      ----         ------   ----------      ----      ------     ----------
                                                                           (Dollars in Thousands)
Interest-earning Assets:
<S>                                                <C>          <C>         <C>          <C>         <C>         <C>
  Loans receivable                                 $   (85)     $   119     $    34      $   (13)    $    74     $    61
  Mortgage-backed securities
                                                        (3)          46          43          (12)       (23)         (35)
  FHLB stock and other investment securities
                                                        (1)          (3)         (4)          (1)        (8)          (9)
  Interest-bearing deposits
                                                        18           59          77           (3)         31          28
                                                  ----------  ----------  ----------    ---------- ----------  ----------

    Total interest-earning assets
                                                       (71)         221         150          (29)         74          45
                                                  ----------  ----------  ----------    ---------- ----------  ----------

Interest-bearing Liabilities:
  Deposits
                                                       (72)          78           6          (30)         18         (12)
  FHLB advances
                                                        (4)          36          32             1          9          10
                                                  ----------  ----------  ----------    ---------- ----------  ----------

    Total interest-bearing liabilities
                                                       (76)         114          38          (29)         27          (2)
                                                  ----------  ----------  ----------    ---------- ----------  ----------

Increase (decrease) in net interest income         $     5     $    107     $   112       $     -    $    47     $    47
                                                  ==========  ==========  ==========    ========== ==========  ==========
</TABLE>
<PAGE>
Comparison of Financial Condition at December 31, 1999 and December 31, 1998

         Total assets  increased $4.9 million,  or 20.5%,  from $23.9 million at
December 31, 1998 to $28.8 million at December 31, 1999.

         Loans receivable  increased slightly from December 31, 1998 to December
31, 1999 as  originations  exceeded  repayments for the period by  approximately
$929,000.  Our market area has  experienced an increase in refinancing  activity
during this  period.  The  increase in loans  receivable  in 1999 was  primarily
caused by increases in our commercial real estate and consumer loans.

         Investment  securities increased from December 31, 1998 to December 31,
1999  by  $2.5   million.   During  the  year  we  purchased   $3.6  million  of
mortgage-backed securities.

         Total deposits increased by $3.0 million from $19.9 million at December
31, 1998 to $22.9  million at December 31, 1999.  The increase was primarily due
to the  Association  beginning to  participate  in deposits  from various  local
government entities.

         Our total  stockholders'  equity increased  $121,000 from $3,383,000 at
December 31, 1998 to  $3,504,000  at December 31, 1999.  The increase was due to
$184,000 of net income and a $18,000  decrease in unearned  ESOP  shares.  These
factors  were  partially  offset  by the  purchase  of  $44,000  of our stock to
partially fund the Recognition and Retention Plan, the payment of four quarterly
dividends  totaling  $32,000 and an increase of $5,000 in  unrealized  losses on
available-for-sale investment securities.

Comparison of Results of Operations for the Years Ended December 31, 1999,  1998
and 1997

         Net income was $184,000 for the year ended  December 31, 1999  compared
to $195,000  for 1998 and  $164,000  for 1997.  The lower net income in 1999 was
primarily  attributable to an increase in non-interest expense,  particularly an
increase  in legal and other  professional  services  in the amount of  $55,000,
parish and city tax  assessment  in the amount of $34,000 and other  general and
administrative expenses increasing by $22,000. Net income for 1999 resulted in a
return on average  assets of .68%  compared  to .84% and .74% for 1998 and 1997,
respectively.

         Interest Income: Interest income totaled $1.9 million, $1.7 million and
$1.7  million  for 1999,  1998 and 1997,  respectively.  The  increase  in total
interest  income in 1999 was  primarily  due to  increases  in  interest-earning
assets funded by increased deposits and advances from the Federal Home Loan Bank
of Dallas. The average balance of interest-earning assets increased $3.5 million
in 1999 and $1.1 million in 1998. The average yield on  interest-earning  assets
in 1997 was7.76%, decreasing slightly in 1998 to 7.58% and further decreasing in
1999 to 7.15%. The decreased yields on assets were primarily due to lower yields
on  our  adjustable-rate  mortgage  loans  and  adjustable-rate  mortgage-backed
securities.

                                       12
<PAGE>
         Our primary source of interest  income for the three-year  period ended
December  31,  1999  was from  loans  receivable.  Interest  income  from  loans
receivable  was $1.4 million,  $1.4 million and $1.3 million for 1999,  1998 and
1997,  respectively.  The average  balances of loans  receivable  also increased
during the period with a $1.5 million increase in 1999, an $876,000  increase in
1998 and a $1.1  million  increase in 1997 due to  increased  loan demand in our
market area.

         Interest  income  on  interest-bearing  deposits  increased  in 1999 by
$78,000 due to an increase in average  balances of $1.3  million and an increase
in  average  rates  paid.  Interest  income on  interest-bearing  deposits  also
increased  in 1998 due to an increase in average  balances.  Interest  income on
investment securities increased in 1999 by $42,000 due to an increase in average
balances  of  $788,000,  and  decreased  in 1998 by $16,000 due to a decrease in
average  balances  of  $388,000  and a decrease  in average  rates  paid.  These
increases  in interest  income  were offset by a decrease in interest  income on
Federal Home Loan Bank Stock in 1999 by $4,000.

         Interest Expense: Interest on deposits increased by $5,300 or less than
1% in  1999  after  decreasing  by  $11,300  or 1.3%  in  1998  compared  to the
respective prior periods. The increase in 1999 was due to a $1.9 million or 9.1%
increase  in the  average  balance  of  deposits,  while the  average  rate paid
decreased  from 4.37% in 1998 to 4.03% in 1999. The lower rate was mainly due to
the average balance of lower rate passbook, and NOW accounts increasing in 1999,
while the average balance of money market deposit  accounts and  certificates of
deposit declined.

         Interest  on  advances  from the Federal  Home Loan Bank  increased  by
$32,500 or 195% over 1998, and in 1998 increased by $9,700 or 138% over 1997 due
to the fact  the  Association  utilized  advances  in 1999 and 1998 to  purchase
mortgage-backed  securities  and  certificates  of deposits  in other  financial
institutions.

         Net Interest  Income:  Net interest  income was $933,000,  $821,000 and
$774,000 for 1999,  1998 and 1997,  respectively.  The increases in net interest
income  reflect  increases  in  average  interest-earning  assets  over  average
interest-bearing liabilities each year. These increases were offset by decreases
in our average interest rate spread from 3.24% for 1997 to 3.19% for 1998 and to
3.09% for 1999.  Our net  interest  margin was 3.54%,  3.59% and 3.55% for 1999,
1998 and 1997.

         Provisions for Loan Losses: The net provision for loan losses decreased
by $12,000 in 1999, which decreased our allowance for loan losses to $406,000 or
2.2% of the loan  portfolio.  In 1998,  the net  provision  for loan  losses was
$21,000,  which  increased  our allowance for loan losses to $412,000 or 2.3% of
the loan  portfolio.  In 1997,  the provision was $42,000,  which  increased our
allowance  for loan  losses  to  $404,000  or 2.4% of the loan  portfolio.  With
non-performing  assets at December  31,  1999,  1998,  and 1997 being  $119,000,
$241,000 and $332,000,  our analysis of the provision for loan losses led to the
conclusion  that the allowance for loan losses was sufficient to meet the modest
charge off and the current asset quality of the loan portfolio.

                                       13
<PAGE>
         Non-interest  Income:  Non-interest  income for 1999, 1998 and 1997 was
$97,000,  $101,000  and $98,000,  respectively.  Non-interest  income  consisted
primarily of customer  service fees related to customers'  deposit  accounts and
loan service charges.

         Non-interest Expense:  Non-interest expense for 1999, 1998 and 1997 was
$744,000,  $604,000 and  $568,000,  respectively.  The increase in  non-interest
expense in 1999 was $140,000 or 23.2% over 1998  primarily due to an increase in
legal and other professional,  parish and city tax assessment, other general and
administrative,   furniture  and  equipment,  occupancy,  and  compensation  and
benefits.  Legal and other  professional  increased by $55,000 due to accounting
and legal fees incurred in the  preparation  of our SEC reports.  The parish and
city tax  assessment  in the amount of $34,000 was the first  assessment  on the
stock of the company.  Other  general and  administrative  expense  increased by
$22,000  mainly  due to  the  added  cost  of  stockholder  record  keeping  and
preparation and mailing of the dividends and proxy statements.  Compensation and
benefits  increased  by  $21,000  primarily  due to  increased  cost of  medical
insurance,  increased  compensation  and increased  ESOP expense.  Furniture and
equipment  expense  increased  by  $6,000  due to  the  replacement  of  several
computers to ensure Year 2000 compliance.  Occupancy expense increased by $4,000
primarily to an increase in utilities. These increases were slightly offset by a
$2,000 decrease in advertising in 1999. The increase in non-interest  expense in
1998 was  primarily  due to an  increase  in  compensation  and  benefits,  data
processing, office supplies and postage and other expenses.

         Our   operating   efficiency,   measured   by  our   efficiency   ratio
(non-interest   expense  divided  by  the  total  of  net  interest  income  and
non-interest  income,  was  72.2%,  65.5%,  and 65.1%  for 1999,  1998 and 1997,
respectively.  The  higher  operating  efficiency  for 1999 is due to the higher
legal and other  professional  expense,  ESOP expense and the holding  company's
recognition  and retention  plan,  which was  implemented in 1999. The ratios of
non-interest  expense to average total assets were 2.7%, 2.6% and 2.6% for 1999,
1998, and 1997, respectively.

         Income  Taxes:  Our  effective  tax rate was 34%, 34% and 37% for 1999,
1998 and 1997,  respectively.  See Note J of the Notes to Consolidated Financial
Statements.

Sources of Capital and Liquidity

         We have  historically  maintained  substantial  levels of capital.  The
assessment  of capital  adequacy  depends on several  factors,  including  asset
quality, earnings trends, liquidity and economic conditions. We seek to maintain
high levels of regulatory capital to give us maximum flexibility in the changing
regulatory  environment  and to  respond  to  changes  in  market  and  economic
conditions.  These  levels of  capital  have been  achieved  through  consistent
earnings enhanced by low levels of non-interest expense and have been maintained
at those high  levels as a result of our  policy of  moderate  growth  generally
confined to our market  area.  At December  31,  1999,  we exceeded  all current
regulatory capital  requirements and met the definition of a  "well-capitalized"
institution. See Note Q of the Notes to Consolidated Financial Statements.

         The primary business of our holding company is holding the stock of the
Association.  The net proceeds of the Conversion retained by our holding company
on September 30, 1998 have provided  sufficient funds for the Company's  initial
operations. Our holding company's

                                       14
<PAGE>

primary  sources  of  liquidity  in the  future  will be  dividends  paid by the
Association,  repayment  of  the  ESOP  loan  and  income  from  investments  in
securities  and  other  financial  institutions.   We  are  subject  to  certain
regulatory  limitations  with respect to the payment of dividends to our holding
company.

         We are required to maintain  minimum levels of liquid assets as defined
by OTS regulations.  This requirement,  which may be varied at the discretion of
the OTS depending on economic  conditions and deposit outflows,  is based upon a
percentage of deposits and, if any, short-term borrowings. At December 31, 1999,
current OTS  regulations  required that a savings  institution  maintain  liquid
assets of not less than 4% of its  average  daily  balance  of net  withdrawable
deposit accounts and borrowings payable in one year or less, of which short-term
liquid  assets  must  consist of not less than 1%. At  December  31,  1999,  our
liquidity,  as measured for  regulatory  purposes,  was 14.8% or $2.6 million in
excess of the minimum  OTS  liquidity  requirement  of 4%. We seek to maintain a
relatively  high level of liquidity in order to retain  flexibility  in terms of
lending and investment  opportunities and deposit pricing,  and in order to meet
funding needs of deposit outflows and loan  commitments.  Historically,  we have
been able to meet our liquidity demands through internal sources of funding.

         Deposits  are our  primary  source  of  funds  for  lending  and  other
investment purposes.  In addition to deposits,  we derive funds from the payment
of principal and interest on loans and investment  securities.  While  scheduled
principal  and  interest  payments  on loans  and  investment  securities  are a
relatively  predictable  source of funds,  deposit flows and loan and investment
securities  prepayments  are  greatly  influenced  by  general  interest  rates,
economic  conditions,  competition and other factors. We do not solicit deposits
outside of our market area through brokers or other financial institutions.

         We have also  designated  certain  securities  as available for sale in
order to meet  liquidity  demands.  At  December  31,  1999,  we had  designated
securities  with a fair value of $3.7 million as available for sale. In addition
to internal sources of funding, we are a member of the Federal Home Loan Bank of
Dallas and have substantial  borrowing authority with the Federal Home Loan Bank
of Dallas. Our use of a particular source of funds is based on need, comparative
total costs and availability.

         At December  31, 1999,  we had  outstanding  approximately  $211,000 in
commitments to originate loans and unused lines of credit. At the same date, the
total amount of  certificates  of deposit which were  scheduled to mature in one
year or less was $10.9  million.  We anticipate  that we will have  resources to
meet our current  commitments  through internal funding sources described above.
Historically,  we have been able to retain a significant  amount of our deposits
as they mature.

Impact of Inflation and Changing Prices

         The financial  statements and related notes appearing elsewhere in this
report have been  prepared in  accordance  with  generally  accepted  accounting
principles,  which require the  measurement of financial  position and operating
results in terms of historical  dollars  without  considering  the change in the
relative purchasing power of money over time due to inflation.

                                       15
<PAGE>

Virtually all of our assets and liabilities are monetary.  As a result,  changes
in interest rates have a greater impact on our  performance  than do the effects
of general levels of inflation.  Interest rates do not  necessarily  move in the
same direction or to the same extent as the prices of goods and services.

Impact of New Accounting Standards

         The following are recently  issued  accounting  standards which we have
yet to adopt. For information  about recent  accounting  standards which we have
adopted, see Note X of the Notes to Consolidated Financial Statements.

         The  Statement of Financial  Accounting  Standards  No. 133 (SFAS 133),
Accounting of Derivative  Instruments and Hedging Activities,  which establishes
additional  accounting  and  reporting  standards  for  derivative   instruments
embedded in other  contracts and hedging  activities is effective for all fiscal
quarters  of all fiscal  years  beginning  after  June 15,  1999.  Statement  of
Financial  Accounting  Standards  No. 137 (SFAS 137),  Deferral of the Effective
Date of FASB  Statement  No.  133,  delayed  the  effective  date to all  fiscal
quarters of all fiscal years  beginning after June 15, 2000. We do not currently
have  any  financial  instruments  that  meet  the  standard's  definition  of a
derivative.   Consequently,  the  provisions  of  this  pronouncement  will  not
materially affect our consolidated financial position or results of operations.


                                       16
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

     Shareholders and Directors
     IBL Bancorp, Inc.

     We have  audited the  accompanying  consolidated  statements  of  financial
     condition  of IBL  Bancorp,  Inc.  and  its  wholly-owned  subsidiary,  The
     Iberville Building and Loan Association,  as of December 31, 1999 and 1998,
     and the related consolidated statements of income and comprehensive income,
     changes in  shareholders'equity,  and cash flows for the years then  ended.
     These  financial   statements  are  the  responsibility  of  the  Bancorp's
     management.  Our responsibility is to express an opinion on these financial
     statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
     in all  material  respects,  the  consolidated  financial  position  of IBL
     Bancorp, Inc. and its wholly-owned  subsidiary,  The Iberville Building and
     Loan Association as of December 31, 1999 and 1998, and the results of their
     operations and their cash flows for the years then ended in conformity with
     generally accepted accounting principles.

     As discussed in Notes A and T, IBL Bancorp,  Inc. was formed in 1998 as the
     holding company for The Iberville  Building and Loan Association  which was
     acquired  by the  Bancorp  under  a plan  for  business  reorganization  of
     entities under common control  carried out in a manner similar to a pooling
     of interest.  The accompanying  financial  statements for 1998 are based on
     the assumption that the Bancorp and the  Association  were combined for the
     full year.


     January 25, 2000
<PAGE>
<TABLE>
<CAPTION>

                                IBL BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           December 31, 1999 and 1998

                                                                 1999             1998
                                                                 ----             ----
ASSETS
<S>                                                        <C>              <C>
Cash and amounts due from depository institutions........  $    770,481     $    177,068
Interest-bearing deposits in other institutions..........     2,121,112        1,681,430
                                                           ------------     ------------
  Total cash.............................................     2,891,593        1,858,498
                                                           ------------     ------------
Time deposits............................................     1,101,000          795,000
                                                           ------------     ------------
Mortgage-backed securities held-to-maturity (estimated
 market value $2,308,395 and $2,116,824).................     2,371,700        2,122,507
Mortgage-backed securities available-for-sale (amortized
 cost $3,739,649 and $1,454,057).........................     3,732,565        1,453,613
                                                           ------------     ------------
  Total investment securities............................     6,104,265        3,576,120
                                                           ------------     ------------
Loans receivable.........................................    18,549,659       17,620,600
Less allowance for loan losses...........................       406,329          411,621
                                                           ------------     ------------
  Loans receivable, net..................................    18,143,330       17,208,979
                                                           ------------     ------------
Premises and equipment, net..............................       154,248          154,179
Federal Home Loan Bank stock, at cost....................       180,200          170,800
Accrued interest receivable..............................       108,581           74,242
Other assets.............................................        93,134           40,200
                                                           ------------     ------------
  Total assets...........................................  $ 28,776,351     $ 23,878,018
                                                           ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITYDeposits.... ........  $ 22,884,393     $ 19,898,684
19,898,684
Advances from Federal Home Loan Bank.....................     2,300,000          495,000
Advances by borrowers for taxes and insurance............        12,821           12,781
Income taxes payable.....................................           477           39,388
Other liabilities and deferrals..........................        74,622           49,570
                                                           ------------     ------------
  Total liabilities......................................    25,272,313       20,495,423
                                                           ------------     ------------
Commitments and contingencies............................             -                -
                                                           ------------     ------------
Preferred stock $.01 par, 2,000,000 shares authorized....             -                -
Common stock - $.01 par, 5,000,000 shares authorized,
 210,870 shares issued...................................         2,109            2,109
Additional paid-in capital...............................     1,740,201        1,740,254
Unearned ESOP shares.....................................      (147,603)        (165,971)
Unearned RRP shares......................................       (44,193)               -
Retained earnings - substantially restricted.............     1,958,199        1,806,496
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                        <C>              <C>
Accumulated other comprehensive loss.....................        (4,675)            (293)
                                                           ------------     ------------
  Total stockholders' equity.............................     3,504,038        3,382,595
                                                           ------------     ------------
  Total liabilities and stockholders' equity.............  $ 28,776,351     $ 23,878,018
                                                           ============     ============
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
                                IBL BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                     Years ended December 31, 1999 and 1998

                                                               1999             1998
                                                               ----             ----
INTEREST INCOME
<S>                                                        <C>              <C>
Loans....................................................  $  1,440,951     $  1,407,096
Mortgage-backed securities...............................       265,684          223,105
FHLB stock and other securities..........................         9,588           13,353
Deposits.................................................       170,220           92,613
                                                            -----------      -----------
  Total interest income..................................     1,886,443        1,736,167
                                                            -----------      -----------
INTEREST EXPENSE
Deposits
 Interest-bearing demand deposit accounts................        91,325           87,811
 Passbook savings accounts...............................       106,512          103,940
 Certificate of deposit accounts.........................       705,898          706,649
                                                            -----------      -----------
  Total interest on deposits.............................       903,735          898,400
Advances from Federal Home Loan Bank.....................        49,215           16,700
                                                            -----------      -----------
  Total interest expense.................................       952,950          915,100
                                                            -----------      -----------
  Net interest income....................................       933,493          821,067
Provision for losses on loans............................         8,604           20,926
                                                            -----------      -----------
NET INTEREST INCOME AFTER PROVISION FOR
 LOSSES ON LOANS.........................................       924,889          800,141
                                                            -----------      -----------
NON-INTEREST INCOME
Service charges on deposit accounts......................        79,119           86,834
Other....................................................        18,056           14,023
                                                            -----------      -----------
  Total non-interest income..............................        97,175          100,857
                                                            -----------      -----------
NON-INTEREST EXPENSES
Compensation and benefits................................       353,551          332,770
Occupancy ...............................................        31,729           27,662
Furniture and equipment .................................        32,759           26,896
Deposit insurance premium................................        13,018           12,323
Data processing..........................................        71,503           70,946
Legal and other professional.............................        72,350           17,289
Advertising..............................................        13,356           15,720
Office supplies and postage..............................        31,268           31,518
Other taxes - shareholder assessment.....................        34,097                -
Other general and administrative.........................        90,602           68,825
                                                            -----------      -----------
  Total non-interest expenses............................       744,233          603,949
                                                            -----------      -----------
INCOME BEFORE PROVISION FOR INCOME TAXES.................       277,831          297,049
PROVISION FOR INCOME TAXES...............................        93,442          101,656
                                                            -----------      -----------
NET INCOME...............................................  $    184,389     $    195,393
                                                            ===========      ===========
Basic earnings per share.................................  $        .95     $       1.01
                                                            ===========      ===========
Diluted earnings per share...............................  $        .94     $       1.01
                                                            ===========      ===========
</TABLE>
Continued...

<PAGE>
<TABLE>
<CAPTION>
                                                                1999             1998
                                                                ----             ----
COMPREHENSIVE INCOME
<S>                                                        <C>              <C>
Net income...............................................  $    184,389     $    195,393
                                                            -----------      -----------
Other comprehensive income
  Unrealized holding losses on
   securities arising during the period..................        (6,640)          (4,912)
  Income tax benefit related to
   unrealized holding losses.............................         2,258            1,670
                                                            -----------      -----------
Other comprehensive loss, net of
  tax effects............................................        (4,382)          (3,242)
                                                            -----------      -----------
Comprehensive income.....................................  $    180,007     $    192,151
                                                            ===========      ===========
</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>


                                IBL BANCORP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended December 31, 1999 and 1998

                                                                                                         Retained
                                                                                                         Earnings-
                                                          Additional       Unearned        Unearned       Substan-
                                                Common     Paid - In         ESOP             RRP          tially
                                                Stock       Capital         Shares          Shares       Restricted

BALANCE, DECEMBER 31, 1997, AS PREVIOUSLY
<S>                                         <C>          <C>             <C>             <C>            <C>
 REPORTED .............................     $      --    $        --     $        --     $        --    $ 1,638,709
Prior period adjustment ...............            --             --              --              --        (19,698)
                                            ---------    -----------     -----------     -----------    -----------

BALANCE, DECEMBER 31, 1997, AS RESTATED            --             --              --              --      1,619,011
                                            ---------    -----------     -----------     -----------    -----------

COMPREHENSIVE INCOME
Net income ............................            --             --              --              --        195,393
Other comprehensive income, net of tax
  Unrealized losses on securities .....            --             --              --              --             --
                                            ---------    -----------     -----------     -----------    -----------

  Comprehensive income ................            --             --              --              --        195,393

Proceeds from issuance of common stock          2,109      1,740,254              --              --             --
Acquisition of unearned ESOP shares ...            --             --        (168,690)             --             --
ESOP shares released for allocation ...            --             --           2,719              --             --
Dividends .............................            --             --              --              --         (7,908)

                                            ---------    -----------     -----------     -----------    -----------
BALANCE, DECEMBER 31, 1998 ............         2,109      1,740,254        (165,971)             --      1,806,496

COMPREHENSIVE INCOME
Net income ............................            --             --              --              --        184,389
Other comprehensive income, net of tax
  Unrealized losses on securities .....            --             --              --              --             --
                                            ---------    -----------     -----------     -----------    -----------
  Comprehensive income ................            --             --              --              --        184,389
                                            ---------    -----------     -----------     -----------    -----------
ESOP shares released for allocation ...            --            (53)         18,368              --             --
Acquisition of RRP shares .............            --             --              --         (69,875)            --
RRP shares issued .....................            --             --              --          25,682             --
Dividends .............................            --             --              --              --        (32,686)
                                            ---------    -----------     -----------     -----------    -----------
BALANCE, DECEMBER 31, 1999 ............     $   2,109    $ 1,740,201     $  (147,603)    $   (44,193)   $ 1,958,199
                                            =========    ===========     ===========     ===========    ===========
</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>

                                IBL BANCORP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended December 31, 1999 and 1998


                                                Accumulated
                                                  Other
                                                 Compre-
                                                 hensive           Total
                                                  Income          Equity

BALANCE, DECEMBER 31, 1997, AS PREVIOUSLY
<S>                                            <C>              <C>
 REPORTED .............................        $     2,949      $ 1,641,658
Prior period adjustment ...............                 --          (19,698)
                                               -----------      -----------

BALANCE, DECEMBER 31, 1997, AS RESTATED              2,949        1,621,960
                                               -----------      -----------

COMPREHENSIVE INCOME
Net income ............................                 --          195,393
Other comprehensive income, net of tax
  Unrealized losses on securities .....             (3,242)          (3,242)
                                               -----------      -----------

  Comprehensive income ................
                                                    (3,242)         192,151
Proceeds from issuance of common stock                  --        1,742,363
Acquisition of unearned ESOP shares ...                 --         (168,690)
ESOP shares released for allocation ...                 --            2,719
Dividends .............................                 --           (7,908)

                                               -----------      -----------
BALANCE, DECEMBER 31, 1998 ............               (293)       3,382,595

COMPREHENSIVE INCOME
Net income ............................                 --          184,389
Other comprehensive income, net of tax
  Unrealized losses on securities .....             (4,382)          (4,382)
                                               -----------      -----------
  Comprehensive income ................             (4,382)         180,007
                                               -----------      -----------
ESOP shares released for allocation ...                 --           18,315
Acquisition of RRP shares .............                 --          (69,875)
RRP shares issued .....................                 --           25,682
Dividends .............................                 --          (32,686)
                                               -----------      -----------
BALANCE, DECEMBER 31, 1999 ............        $    (4,675)     $ 3,504,038
                                               ===========      ===========
</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>

                                IBL BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 1999 and 1998

                                                               1999             1998
                                                               ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>              <C>
Net income...............................................  $  184,389       $  195,393
                                                           ----------       ----------
Adjustments   to  reconcile  net  income
 to net cash provided by operating activities:
  Depreciation...........................................      27,013           22,394
  Provision for loan losses..............................       8,604           20,925
  ESOP compensation......................................      18,315            2,719
  Release of RRP shares..................................      25,682                -
  Provision for deferred federal income tax (tax benefit)      19,279          (36,354)
  Amortization of net premium on mortgage-backed
   securities............................................      18,462           27,604
  Net discount charged on installment loans..............      14,564           40,692
  Net loan fees deferred.................................         571            1,865
  Deferred profit recognized on sale of real estate......         (98)             (85)
  Stock dividends from Federal Home Loan Bank............      (9,400)         (12,700)
  Net decrease (increase) in interest receivable.........     (34,339)           6,152
  Net increase in income taxes receivable................     (67,053)               -
  Net increase in other assets...........................      (2,902)          (7,734)
  Net increase (decrease) in interest payable............      (4,204)           4,704
  Net decrease in income taxes payable...................     (38,911)          (8,269)
  Net increase (decrease) in other liabilities...........      24,096          (15,833)
                                                           ----------       ----------
    Total adjustments....................................        (321)          46,080
                                                           ----------       ----------
Net cash provided by operating activities................     184,068          241,473
                                                           ----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans receivable.........................    (968,590)        (954,102)
Purchases of securities available-for-sale...............  (2,838,544)        (119,776)
Principal payments received on mortgage-backed securities
 available-for-sale......................................     543,442          593,732
Purchases of securities held-to-maturity.................    (735,934)        (438,975)
Maturity of U. S. Government obligation..................           -           15,152
Proceeds from sale of Federal Home Loan Bank stock.......           -          205,000
Principal payments received on mortgage-backed securities
 held-to-maturity........................................     477,789          690,016
Proceeds from sale of foreclosed assets..................      10,500                -
Purchases of office property and equipment...............     (27,082)         (13,243)
Certificates of deposits acquired........................    (606,000)        (795,000)
Maturities of certificates of deposit....................     300,000                -
                                                           ----------       ----------
Net cash used in investing activities....................  (3,844,419)        (817,196)
                                                           ----------       ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposit accounts..............   2,989,913         (132,437)
Net increase (decrease) in advances by borrowers for
 taxes and insurance.....................................          40           (2,223)
Cash dividends...........................................     (31,632)               -
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                        <C>              <C>
Advances from Federal Home Loan Bank.....................   1,805,000          495,000
Repayment of advances from Federal Home Loan Bank........           -         (610,000)
Net proceeds from sale of common stock...................           -        1,573,673
Acquisition of RRP shares................................     (69,875)               -
                                                           ----------       ----------
Net cash provided by financing activities................   4,693,446        1,324,013
                                                           ----------       ----------
NET INCREASE IN CASH.....................................   1,033,095          748,290
Cash - beginning of period...............................   1,858,498        1,110,208
                                                           ----------       ----------
Cash - end of period.....................................  $2,891,593       $1,858,498
                                                           ==========       ==========
</TABLE>

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


<PAGE>

                                IBL BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


A:       SIGNIFICANT ACCOUNTING POLICIES

         Nature of operations
         IBL Bancorp,  Inc.(Bancorp) was organized as a Louisiana corporation on
         June 16, 1998. The Bancorp was essentially inactive until September 30,
         1998,  when it acquired The  Iberville  Building  and Loan  Association
         (Association)  under a plan for  business  reorganization  of  entities
         under common  control  carried out in a manner  similar to a pooling of
         interest.  The  Association  became a wholly  owned  subsidiary  of the
         Bancorp through the exchange of all of its stock then outstanding.  The
         accompanying  financial statements for 1998 are based on the assumption
         that the Bancorp and the  Association  were combined for the full year.
         References  herein to the Bancorp  include the  Association  unless the
         context otherwise requires.

         The  Association  is a  state  chartered  financial  institution  whose
         deposits  are  insured by the  Federal  Deposit  Insurance  Corporation
         (FDIC).  It is subject to regulation of the FDIC,  the Office of Thrift
         Supervision,  and the Office of Financial Institutions for the State of
         Louisiana.  The Association  provides a variety of banking  services to
         individuals  and businesses.  Its primary  deposit  products are demand
         deposits and certificates of deposit,  and its primary lending products
         are real estate mortgage loans.  The Association  primarily  serves the
         parishes  of  Iberville  and West  Baton  Rouge  from  its only  office
         location in Plaquemine, Louisiana.

         Principles of consolidation
         The accompanying consolidated financial statements include the accounts
         of the Bancorp and its wholly-owned  subsidiary,  the  Association.  In
         consolidation,   intercompany   accounts  and  transactions  have  been
         eliminated.

         Basis of financial statement presentation
         The accounting and reporting  policies  followed by the Bancorp and the
         Association  are  in  accordance  with  generally  accepted  accounting
         principles and conform to general practices within the savings and loan
         industry.  The more significant of the principles used in preparing the
         financial statements are briefly described below.

         Estimates
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial statements and the reported amounts of
<PAGE>

A:       SIGNIFICANT ACCOUNTING POLICIES (Continued)

         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.

         Material  estimates  that are  particularly  susceptible to significant
         change relate to the determination of the allowance for losses on loans
         and real estate owned. A majority of the  Association's  loan portfolio
         consists of single-family residential loans in Iberville and West Baton
         Rouge parishes. The ultimate collectibility of a substantial portion of
         the  Association's  loan  portfolio is  susceptible to changes in local
         economic conditions.

         While  management  uses available  information  to recognize  losses on
         loans,  future  additions to the allowances  may be necessary  based on
         changes in local economic conditions. In addition, regulatory agencies,
         as an integral part of their examination  process,  periodically review
         the  Association's  allowances for losses on loans and foreclosed  real
         estate.   Such  agencies  may  require  the  Association  to  recognize
         additions to the allowances based on their judgments about  information
         available  to them at the time of their  examination.  Because of these
         factors,  management's  estimate of credit losses  inherent in the loan
         portfolio  and the  related  allowance  may  change  in the near  term.
         However, the amount of the change that is reasonably possible cannot be
         estimated.

         Investment securities
         Trading securities - Debt securities and equity securities with readily
         determinable  fair values that are acquired with the intention of being
         resold in the near term are  classified as trading  securities  and are
         recorded at their fair values. Realized and unrealized gains and losses
         on trading account  securities are recognized in current earnings.  The
         Bancorp does not currently hold any securities for trading purposes.

         Securities  held-to-maturity  - Debt securities  which the Bancorp both
         positively intends and has the ability to hold to maturity are reported
         at cost,  adjusted  for  amortization  of  premiums  and  accretion  of
         discounts  that  are  recognized  in  interest   income  using  methods
         approximating the interest method over the period to maturity.

         Securities  available-for-sale - Securities not meeting the criteria of
         either trading securities or securities held to maturity are classified
         as available for sale and carried at fair value.

         Unrealized   holding  gains  and  losses  for  these   securities   are
         recognized,  net of related tax  effects,  as a separate  component  of
         comprehensive income and equity.  Realized gains and losses on the sale
         of   securities    available-for-sale    are   determined   using   the
         specific-identification method based on original cost. The amortization
         of premiums and the accretion of discounts are recognized in

<PAGE>

A:       SIGNIFICANT ACCOUNTING POLICIES (Continued)

         interest  income using methods  approximating  the interest method over
         the period to maturity.

         Declines  in  the  fair  value  of  individual   held-to-maturity   and
         available-for-sale  securities  below  their  cost that are other  than
         temporary  result in write-downs of the individual  securities to their
         fair  value.  The  related  write-downs  are  included  in  earnings as
         realized losses.

         Loans receivable
         Loans  receivable  are stated at unpaid  principal  balances,  less the
         allowance for loan losses, and net deferred loan-origination fees.

         Interest on consumer loans with maturities of sixty months or less made
         on a discount basis is recognized and included in interest income using
         the  sum-of-the-months-digits  method  over the term of the loan  which
         approximates  the  level-yield  method.  Interest on all other loans is
         accrued  periodically  based  on  the  principal  balance  outstanding.
         Interest  accrued  on such  loans but  unpaid is  included  in  accrued
         interest receivable.

         When, in the judgement of management, collection of accrued interest on
         a loan becomes doubtful, or when a loan becomes ninety days delinquent,
         further  accrual of interest income is suspended and the loan is placed
         on a  non-accrual  status.  Interest  accrued on such loans  during the
         current  year,  but  uncollected,   is  reversed  against   operations.
         Subsequent  payments  are  generally  applied to reduce  the  principal
         amount outstanding.

         Loans  determined to be impaired  under the  provisions of Statement of
         Accounting  Standards  (SFAS) No.  114,  Accounting  by  Creditors  for
         Impairment  of a Loan and SFAS No. 118,  Accounting  by  Creditors  for
         Impairment of a Loan - Income  Recognition  and Disclosures are carried
         at either the discounted present value of expected future cash flows or
         the  fair  value of  underlying  collateral  if the loan is  collateral
         dependent.  A loan is  considered  impaired  when it is  probable  that
         principal  and interest  will not be  collected  under the terms of the
         loan. All nonaccrual loans are considered  impaired.  The provisions of
         SFAS Nos. 114 and 118 do not apply to large  groups of smaller  balance
         homogeneous  loans  including  certain  smaller balance home equity and
         improvement  loans  and  other  consumer  loans  that are  collectively
         evaluated for impairment.  Losses on impaired loans are included in the
         allowance for loan losses.

         Allowance for losses
         It is the  Bancorp's  policy  to  provide  a  valuation  allowance  for
         estimated losses on loans. Various factors including the composition of
         the  loan  portfolio,  past  loan  loss  experience,  current  economic
         conditions and a specific  provision for impaired loans provide a basis
         for management's determination of the amount of the valuation
<PAGE>

A:       SIGNIFICANT ACCOUNTING POLICIES (Continued)

         allowance for loan losses.  Additions to the allowance
         are charged  against  current  operations.  Loans or portions of loans,
         including  impaired loans,  deemed to be uncollectible  are charged off
         against the allowance for loan losses,  and subsequent  recoveries,  if
         any, are credited to the allowance.

         Loan origination fees
         Loan  origination  fees and certain  direct costs of  underwriting  and
         closing loans are deferred and amortized to income over the life of the
         related loans using the level yield method.

         Real estate acquired in settlement of loans
         Real estate acquired in settlement of loans is recorded at the lower of
         cost,  that is, the balance of the loan, or its estimated fair value on
         the date acquired.  Capital  improvements made thereafter to facilitate
         sale are  added to the  carrying  value,  and  adjustments  are made to
         reflect  declines,  if any, in net realizable values below the recorded
         amounts.  Costs of holding real estate  acquired in settlement of loans
         are reflected in income  currently.  Gains and losses realized on sales
         of such real  estate  are  reflected  in  current  income  based on the
         property's initial recorded value plus capital improvements.

         When sales of real estate are  facilitated  by financing,  the adjusted
         sales price is determined to be the sum of the cash  proceeds,  if any,
         and the  discounted  present  value of the loan.  Gains and  losses are
         determined  with  reference  to  the  adjusted  sales  price,  and  are
         recognized currently except in certain circumstances when the cash paid
         in is deemed insufficient,  in which case, any gains resulting from the
         sale are deferred and recognized as the debt principal is recognized.

         Premises and equipment
         Premises  and   equipment   are  stated  at  cost,   less   accumulated
         depreciation.  Depreciation is computed on the  straight-line  basis or
         under  various  accelerated  methods  over  estimated  useful  lives as
         follows:

                  Office building........................... 30-40 years
                  Furniture, fixtures and equipment.........  5-10 years

         Costs of major additions are  capitalized  while repair and maintenance
         costs are charged to operations as incurred.

         Recognition of FHLB stock dividends
         In accordance with current industry practice,  stock dividends from the
         FHLB are  recorded  as income when  declared  based upon a par value of
         $100 per share for the number of shares issued.
<PAGE>
A:       SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Income taxes
         Income taxes are provided for the tax effects of transactions  reported
         in the  financial  statements  and consist of taxes  currently due plus
         deferred taxes which are determined under the liability method.

         Deferred  taxes are related  primarily to the  differences  between the
         financial  and  income  tax bases of  certain  assets  and  liabilities
         including accumulated depreciation on premises and equipment,  deferred
         loan fees and costs,  interest  discount and accruals,  allowances  for
         losses on loans,  Federal Home Loan Bank stock,  ESOP and RRP benefits,
         and  deferred  gain  on  property   sales.   Deferred  tax  assets  and
         liabilities  represent  the  future tax  return  consequences  of those
         differences  which will either be taxable or deductible when the assets
         and liabilities are recovered or settled.

         Cash flows
         Cash  consists  of cash and  interest-earning  deposits  due from other
         financial  institutions.  For purposes of the  statement of cash flows,
         the Bancorp considers highly liquid deposits including  certificates of
         deposits with  maturities of three months or less when  purchased to be
         "cash." All other deposits,  debt securities and investments regardless
         of maturities are classified as time deposits or investment securities.

         Off-balance-sheet financial instruments
         In  the  ordinary   course  of  business,   the  Bancorp   enters  into
         transactions  that  produce  off-balance-sheet   financial  instruments
         consisting of letters of credit and other commitments to extend credit.
         Such  financial  instruments  are recorded in the financial  statements
         when they are funded.

         Loan servicing
         None of the Bancorp's loan servicing rights was obtained after December
         15, 1995. Consequently,  the cost of loan servicing rights has not been
         capitalized.

         Advertising
         The  Bancorp   expenses   advertising   costs  as  they  are  incurred.
         Advertising  expense is reflected  in the  accompanying  statements  of
         income and comprehensive income.
<PAGE>
B:       LOANS RECEIVABLE

         Loans  receivable  as of December  31, 1999 and 1998  consisted  of the
         following:

                                                     1999          1998
                                                     ----          ----
         First mortgage loans
          Single-family residential............ $ 12,386,972   $ 12,488,381
          Construction.........................      776,000        692,000
          Commercial real estate...............    1,308,717        896,156
          Land.................................      401,455        237,977
                                                 -----------    -----------
                                                  14,873,144     14,314,514
         Less:  undisbursed loans in process...      516,655        650,000
                deferred loan fees.............        9,673          9,102
                allowance for losses...........      337,905        358,524
                                                 -----------    -----------
         Net first mortgage loans..............   14,008,911     13,296,888
                                                 -----------    -----------
         Home equity and improvement loans.....      956,482      1,004,651
         Share loans...........................      555,140        617,093
         Other consumer and single-pay loans...    2,935,063      2,572,722
         Less: unearned discount..............      243,842        229,278
                                                 -----------    -----------
         Net other consumer loans..............    2,691,221      2,343,444
                                                 -----------    -----------
         Total consumer loans..................    4,202,843      3,965,188
         Less:  allowance for losses...........       68,424         53,097
                                                 -----------    -----------
         Net consumer loans....................    4,134,419      3,912,091
                                                 -----------    -----------
         Net loans receivable.................. $ 18,143,330   $ 17,208,979
                                                 ===========    ===========

         At December 31, 1999 and 1998,  unpaid  balances of impaired loans upon
         which the  accrual of  interest  had been  suspended,  all of which had
         allowances  determined  in  accordance  with SFAS No. 114 and No.  118,
         amounted to $118,647 and $241,731,  respectively. None of the allowance
         for loan  losses  related to impaired  loans at  December  31, 1999 and
         1998.  Interest  income on  impaired  loans of $15,157  and $51,475 was
         recognized for cash payments  received in 1999 and 1998,  respectively.
         The average recorded investment in impaired loans for those periods was
         $180,189 and $255,275, respectively.

         The  Association is not committed to lend  additional  funds to debtors
         whose loans have been classified as nonperforming.

         At December 31, 1999 and 1998,  the  directors  and  officers  (related
         parties) owed the Association $521,316 and $474,853, respectively.
<PAGE>
B:       LOANS RECEIVABLE (Continued)

         During the years ended  December  31, 1999 and 1998,  new loans to such
         related  parties  amounted  to  $122,610  and  $47,465,   respectively.
         Principal  repayments by such related  parties  amounted to $76,147 and
         $80,317 for the years ended  December 31, 1999 and 1998,  respectively.
         Such  loans  were  made  in  the   ordinary   course  of   business  on
         substantially the same terms,  including interest rates and collateral,
         as those prevailing at the time in comparable transactions with others.
         These loans do not involve more than a normal risk of collectibility or
         carry other terms unfavorable to the Association.


C:       ALLOWANCE FOR LOSSES

         A summary of the changes in the allowance for loan losses for the years
         ended December 31, 1999 and 1998, is as follows:

                                                     1999           1998
                                                     ----           ----

         Balance - beginning of year........... $    411,621   $    403,768
         Provision for loan losses.............        8,604         20,926
         Charge-offs...........................      (15,792)       (13,148)
         Recoveries............................        1,896             75
                                                 -----------    -----------
                                                $    406,329   $    411,621
                                                 ===========    ===========

         There were no other real estate holdings or related  allowance for real
         estate losses at December 31, 1999 and 1998.


D:       PREMISES AND EQUIPMENT

         Premises and equipment as of December 31, 1999 and 1998 are  summarized
         by major classifications as follows:

                                                     1999           1998
                                                     ----           ----

         Land.................................. $     22,416   $     22,416
         Office building.......................      266,688        261,578
         Furniture, fixtures and equipment.....      160,234        160,327
                                                 -----------    -----------
                                                     449,338        444,321
         Less:  accumulated depreciation.......      295,090        290,142
                                                 -----------    -----------
                                                $    154,248   $    154,179
                                                 ===========    ===========

         Depreciation expense for the year....  $     27,013   $     22,394
                                                 ===========    ===========

<PAGE>
E:       INVESTMENT SECURITIES

         The  amortized  cost  and  estimated  market  value of  investments  in
         securities are as follows as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>

                                                        Gross        Gross      Estimated
                                          Amortized   Unrealized  Unrealized      Market
                                            Cost        Gains        Losses        Value
         Securities Available-for-Sale:
         December 31, 1999
         ------------------------------
         Mortgage-backed securities
<S>                                     <C>          <C>         <C>          <C>
          FNMA......................... $ 2,155,644  $    5,873  $    14,485  $ 2,147,032
          GNMA.........................   1,146,440       5,689        2,459    1,149,670
          FHLMC........................     437,565           -        1,702      435,863
                                         ----------   ---------   ----------   ----------
                                        $ 3,739,649  $   11,562  $    18,646  $ 3,732,565
                                         ==========   =========   ==========   ==========

         December 31, 1998
         ------------------------------
         Mortgage-backed securities
          FNMA......................... $ 1,347,574  $    3,182  $     3,406  $ 1,347,350
          GNMA.........................     106,483           -          220      106,263
                                         ----------   ---------   ----------   ----------
                                        $ 1,454,057  $    3,182  $     3,626  $ 1,453,613
                                         ==========   =========   ==========   ==========

         Securities Held-to-Maturity:
         December 31, 1999
         ------------------------------
         Mortgage-backed securities
          FNMA......................... $ 1,460,934  $        -  $    37,679  $ 1,423,255
          GNMA.........................      91,779           -          267       91,512
          FHLMC........................     818,987       1,495       26,854      793,628
                                         ----------   ---------   ----------   ----------
                                        $ 2,371,700  $    1,495  $    64,800  $ 2,308,395
                                         ==========   =========   ==========   ==========

         December 31, 1998
         ------------------------------
         Mortgage-backed securities
          FNMA......................... $ 1,402,165  $    4,510  $    12,374  $ 1,394,301
          GNMA.........................     119,337       1,152            -      120,489
          FHLMC........................     601,005       3,848        2,819      602,034
                                         ----------   ---------   ----------   ----------
                                        $ 2,122,507  $    9,510  $    15,193  $ 2,116,824
                                         ==========   =========   ==========   ==========
</TABLE>
<PAGE>

E:       INVESTMENT SECURITIES (Continued)

         The following is a summary of maturities of securities held-to-maturity
         and available-for-sale as of December 31, 1999 and 1998:

                                    Weighted
                             Average Amortized Fair
                                Yield Cost Value
         December 31, 1999
         ---------------------------
         Available-for-Sale
         ------------------
         Due in one year or less....   5.60%    $      6,835    $     6,835
         Due from one to five years.      -                -              -
         Due from five to ten years.      -                -              -
         Due after ten years........   6.20%       3,732,814      3,725,730
                                                 -----------     ----------
                                       6.20%    $  3,739,649    $ 3,732,565
                                                 ===========     ==========

         Held-to-Maturity
         ----------------
         Due in one year or less....   5.60%    $    159,721    $   158,326
         Due from one to five years.   5.60%         153,163        149,232
         Due from five to ten years.   6.20%       1,117,619      1,081,010
         Due after ten years........   6.10%         941,197        919,827
                                                 -----------     ----------
                                       6.00%    $  2,371,700    $ 2,308,395
                                                 ===========     ==========

         December 31, 1998
         ---------------------------
         Available-for-Sale
         ------------------
         Due in one year or less....   6.62%    $    115,237    $   116,082
         Due from one to five years.      -                -              -
         Due from five to ten years.      -                -              -
         Due after ten years........   6.21%       1,338,820      1,337,531
                                                 -----------     ----------
                                       6.25%    $  1,454,057    $ 1,453,613
                                                 ===========     ==========

         Held-to-Maturity
         ----------------
         Due in one year or less....   7.80%    $     37,474    $    37,804
         Due from one to five years.   4.71%         456,042        453,864
         Due from five to ten years.   5.71%         449,367        450,013
         Due after ten years........   6.08%       1,179,624      1,175,143
                                                 -----------     ----------
                                       5.74%    $  2,122,507    $ 2,116,824
                                                 ===========     ==========
<PAGE>

E:       INVESTMENT SECURITIES (Continued)

         The amortized  cost and fair value of  mortgage-backed  securities  are
         presented by  contractual  maturity in the  preceding  table.  Expected
         maturities will differ from contractual  maturities  because  borrowers
         may  have the  right  to call or  prepay  obligations  without  call or
         prepayment penalties.

         Mortgage-backed  securities  with a carrying  amount of $3,920,680  and
         $484,080  were  pledged to secure  deposits as required or permitted by
         law at December 31, 1999 and 1998, respectively. See Note G also.


F:       DEPOSITS
<TABLE>
<CAPTION>
         An  analysis of  customers  deposit  accounts  by interest  rates as of
         December 31, 1999 and 1998 follows:
<S>                                      <C>             <C>       <C>             <C>

                                          ----------1999--------    ----------1998--------
         Balances by interest rate           Amount      Percent       Amount      Percent
         -------------------------           ------      -------       ------      -------
         Passbook and full-paid
          accounts 2.5% to 3.0%......... $  3,301,972     14.43%   $  3,322,644     16.70%
                                          -----------    ------     -----------    ------
         Certificates and money-
          market accounts
           3.2 to 4.1%..................    2,519,029     11.01%              -         -
           4.2 to 5.7%..................   10,711,551     46.81%     12,173,341     61.18%
           5.8 to 6.7%..................    1,735,624      7.58%      1,942,451      9.76%
           6.8 to 7.7%..................            -         -         110,000      0.55%
                                          -----------    ------     -----------    ------
                                           14,966,204     65.40%     14,225,792     71.49%
                                          -----------    ------     -----------    ------
         NOW accounts
          non-interest bearing..........      550,048      2.40%        356,666      1.79%
          2.3 to 3.0%...................    4,032,436     17.62%      1,955,646      9.83%
                                          -----------    ------     -----------    ------
                                            4,582,484     20.02%      2,312,312     11.62%
                                          -----------    ------     -----------    ------
                                           22,850,660     99.85%     19,860,748     99.81%
         Accrued interest payable.......       33,733      0.15%         37,936      0.19%
                                          -----------    ------     -----------    ------
                                         $ 22,884,393    100.00%   $ 19,898,684    100.00%
                                          ===========    ======     ===========    ======
</TABLE>
         The aggregate  amount of jumbo  certificates  of deposit with a minimum
         denomination  of $100,000 was $3,309,692 and $2,417,099 at December 31,
         1999 and 1998, respectively.  Deposit amounts in excess of $100,000 are
         not federally insured.
<PAGE>
F:       DEPOSITS (Continued)

         Maturities  of  certificates  of  deposit  accounts  are as  follows at
         December 31, 1999:

                  One year or less................. $ 10,958,590
                  Over one to two years............    2,187,520
                  Over two to three years..........      625,497
                  Over three years.................    1,194,597
                                                       ---------
                                                    $ 14,966,204
                                                     ===========

         Interest  paid on  deposits  during  1999  and 1998  was  $907,938  and
         $893,695, respectively.

         Officers'  and  directors'  savings  accounts  amounted to $134,022 and
         $126,138 at December 31, 1999 and 1998, respectively.


G:       ADVANCES FROM FHLB AND OTHER BORROWED MONEY

         Advances  from the  Federal  Home Loan  Bank  (FHLB)  consisted  of the
         following:

                    Maturity         Contract
                      Date             Rate          1999           1998
                    --------         --------    -----------     ----------
                   01-20-2000          5.85%    $    700,000    $         -
                   01-20-2000          6.00%         400,000              -
                   01-25-2000          5.74%         705,000              -
                   07-28-2000          4.58%         198,000        198,000
                   10-01-2001          4.60%          99,000         99,000
                   10-22-2001          4.51%          99,000         99,000
                   09-03-2003          4.77%          99,000         99,000
                                                 -----------     ----------
                                                $  2,300,000    $   495,000
                                                 ===========     ==========

         Pursuant to collateral  agreements with the FHLB,  advances are secured
         by a blanket floating lien on first mortgage loans.

         Interest  paid on advances from the Federal Home Loan Bank for 1999 and
         1998 was $42,279 and $14,799, respectively.

<PAGE>
H:       LOAN SERVICING

         Mortgage   loans   serviced   for  others  are  not   included  in  the
         accom-panying  statements of financial condition.  The unpaid principal
         balances of these loans at December 31, 1999 and 1998 are summarized as
         follows:

                                                     1999           1998
                                                 -----------    -----------
         Mortgage loans underlying FHLMC
          mortgage-backed securities........... $    306,389   $    569,347
                                                 ===========    ===========

         Revenue from loan  servicing  was $1,687 and $2,877 for the years ended
         December 31, 1999 and 1998, respectively.

         Custodial  escrow balances  maintained in connection with the foregoing
         loan  servicing  were $1,742 and $2,562 at December  31, 1999 and 1998,
         respectively.


I:       ACCRUED INTEREST RECEIVABLE

         Accrued interest receivable at December 31, 1999 and 1998 is summarized
as follows:

                                                     1999           1998
                                                 -----------    -----------
         Time deposits and other
          investment securities................ $     11,222   $      3,970
         Mortgage-backed securities............       34,633         20,694
         Loans receivable......................       62,726         49,578
                                                 -----------    -----------
                                                $    108,581   $     74,242
                                                 ===========    ===========


J:       FEDERAL INCOME TAXES

         Income tax expense for the years  ended  December  31, 1999 and 1998 is
summarized as follows:

                                                     1999           1998
                                                 -----------    -----------
         Current............................... $     74,163   $    138,010
         Deferred..............................       19,279        (36,354)
                                                 -----------    -----------
                                                $     93,442   $    101,656
                                                 ===========    ===========
<PAGE>
J:       FEDERAL INCOME TAXES (Continued)

         Deferred  income  tax  assets  and  liabilities  are  reflected  in the
         accompanying balance sheets as follows:

                                                     1999           1998
                                                 -----------    -----------
         Deferred tax liabilities.............. $    (67,951)  $    (44,711)
         Deferred tax assets...................      133,464        123,446
         Deferred tax asset valuation allowance      (60,890)       (57,091)
                                                 -----------    -----------
         Net deferred tax asset (included in
          other assets)........................ $      4,623   $     21,644
                                                 ===========    ===========

         Provision  for federal  income taxes  differs from that computed at the
         statutory 34% corporate tax rate, as follows:
<TABLE>
<CAPTION>

                                          ----------1999--------    ----------1998--------
                                                       Effective                Effective
                                              Amount     Rate           Amount    Rate
                                              ------     ----           ------    ----
<S>                                      <C>              <C>      <C>             <C>
         Tax at statutory rate.......... $     94,463     34%      $    101,997    34%
         Increase (decrease) in taxes:
          Permanent differences and
           other........................       (1,021)     -               (341)    -
                                          -----------    ---        -----------   ---
                                         $     93,442     34%      $    101,656    34%
                                          ===========    ===        ===========   ===
</TABLE>


         The Bancorp paid income taxes of $177,991 and $146,279 during the years
         ended December 31, 1999 and 1998, respectively.

         In  prior  years,  the  Association  was  allowed  a  special  bad debt
         deduction  under  various  income tax  provisions.  If the amounts that
         qualified as deductions  for federal income tax purposes are later used
         for purposes other than bad debt losses, they become subject to federal
         income tax at the then current  corporate  rate.  Retained  earnings at
         December 31, 1999 and 1998 include  $110,577 for which  federal  income
         tax has not been provided.  The unrecorded  deferred liability on these
         amounts was  approximately  $37,600.  Additionally,  with the repeal in
         1996 of the thrift bad debt  reserve  method that  allowed for bad debt
         deductions  based upon a percentage of taxable income,  the Association
         is required to recapture over a six year period the $85,465  portion of
         its bad  debt  reserves  that  exceeds  allowable  reserves  under  the
         experience method.


K:   COMMITMENTS

         The Bancorp is a party to financial instruments with  off-balance-sheet
         risk in the normal  course of business to meet the  financing  needs of
         its  customers.   These  financial  instruments  consist  primarily  of
         commitments to extend credit. These instruments involve, to
<PAGE>
K:   COMMITMENTS (Continued)

         varying  degrees,  elements  of credit  risk in  excess  of the  amount
         recognized in the balance  sheet.  The contract or notional  amounts of
         those instruments reflect the extent of the involvement the Bancorp has
         in particular classes of financial  instruments.  Commitments to extend
         credit  are  agreements  to lend to a  customer  as long as there is no
         violation of any condition  established  in the  contract.  The Bancorp
         evaluates each customer's  credit  worthiness on a case-by-case  basis.
         The Bancorp's exposure to credit loss in the event of nonperformance by
         the other party to the  financial  instruments  is  represented  by the
         contractual notional amount of those instruments.

         As of December  31, 1999 and 1998,  the Bancorp was  committed to grant
         adjustable-rate  mortgage  loans  with  contract  notional  amounts  of
         $117,399 and $313,500,  respectively.  Additionally, the Bancorp held a
         $50,000  open letter of credit at  December  31,  1999,  and had issued
         lines of credit with contract  notional  amounts of the unused  portion
         totalling  $94,138  and  $98,570  as of  December  31,  1999 and  1998,
         respectively.


L:       PROFIT-SHARING PLAN

         The  Association  provides  a  non-contributory   defined  contribution
         retirement plan for all eligible  employees.  Contributions to the plan
         are based  upon  employee  compensation  at rates not to exceed  15% as
         determined  annually by the Board of  Directors.  Contributions  to the
         plan were $21,985 and $28,532 for 1999 and 1998, respectively.


M:       EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

         During 1998, the Bancorp  established an employee stock ownership plan.
         The IBL Bancorp,  Inc.  Employee Stock Ownership Plan enables  eligible
         employees of the Bancorp and the  Association to share in the growth of
         the Bancorp through the  acquisition of stock.  Employees are generally
         eligible to  participate  in the ESOP after  completion  of one year of
         service and attaining age 21.

         The ESOP acquired  16,869 shares of Bancorp stock at $10 a share in the
         Bancorp's initial public offering. The acquisition was funded by a loan
         from the  Bancorp  which  bears  interest  at 8.5% and is being  repaid
         principally  from employer  contributions  to the ESOP over a period of
         ten years. The loan agreement requires quarterly interest and principal
         payments  of  $6,303.  The loan is  secured by the pledge of the common
         stock purchased.  Contributions to the ESOP must be sufficient for debt
         service,  but the  company  may,  in any  plan  year,  make  additional
         discretionary contributions for the benefit of plan participants in the
         form of cash or shares of common stock.
<PAGE>

M:       EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) (Continued)

         In  the  event  of  plan  or  participant  termination,   or  upon  the
         participant's  death,  disability  or  retirement,  the  Bancorp may be
         required to purchase,  subject to certain limitations,  the shares from
         the participants at the then fair market value.

         Shares purchased by the ESOP with the proceeds of the loan will be held
         in a suspense  account and released to participants on a pro-rata basis
         as debt service  payments are made. As the Bancorp and the  Association
         make  contributions  to the ESOP  sufficient  to meet the principal and
         interest requirements on the loan, shares are released from collateral.

         The Bancorp  accounts  for its ESOP in  accordance  with  Statement  of
         Position 93-6.  Accordingly,  the debt of the ESOP is not recorded as a
         note  receivable by the Bancorp,  but the shares  pledged as collateral
         are  reported as unearned  ESOP shares on the  statement  of  financial
         condition. As shares are released from collateral,  the Bancorp reports
         compensation expense equal to the fair market value of the shares. ESOP
         compensation  expense  was  $18,315  and  $2,719  for the  years  ended
         December 31, 1999 and 1998, respectively. Any excess or deficit of fair
         value over the cost of the ESOP  shares  released  is  recorded  in the
         equity  section of the  statement of financial  condition as additional
         paid-in-capital. The cost of all unallocated shares held by the ESOP is
         reflected on the  statement of financial  condition as a contra  equity
         account.

         The ESOP shares as of December 31, 1999 were as follows:

                  Allocated shares.................        2,109
                  Shares committed to be released..            -
                  Unreleased shares................       14,760
                                                     -----------
              Total ESOP shares................           16,869
                                                     ===========
          Fair value of unreleased shares..         $    158,670
                                                     ===========


N:       RECOGNITION AND RETENTION PLAN

         On  December  10,  1999,  the Bancorp  established  a  Recognition  and
         Retention Plan (RRP) as an incentive to retain  personnel of experience
         and  ability in key  positions.  The  shareholders  approved a total of
         8,434  shares  of stock to be  acquired  for the Plan,  of which  7,169
         shares  have been  allocated  for  distribution  to key  employees  and
         directors.  As shares are acquired for the plan,  the purchase price of
         these  shares is  recorded as unearned  compensation,  a contra  equity
         account.  As the shares are  distributed,  the contra equity account is
         reduced.
<PAGE>
N:       RECOGNITION AND RETENTION PLAN (Continued)

         The allocated  shares are earned by  participants  as plan share awards
         ratably  over  a  specified  period.  If an  employee  or  non-employee
         director plan participant is terminated prior to the end of the vesting
         period for any reason  other than death,  disability,  retirement  or a
         change in control,  the recipient shall forfeit the right to any shares
         subject to the award which have not been earned.  The compensation cost
         associated  with the plan is based on the market  price of the stock as
         of the date on which the plan shares are earned.  Compensation  expense
         pertaining to the  Recognition  and Retention  Plan was $25,682 for the
         year ended December 31, 1999.

         A summary of the changes in restricted stock follows:

                                                    Unawarded       Awarded
                                                     Shares          Shares
         Balance, January 1, 1999..............            -              -
         Purchased by Plan.....................        6,500              -
         Granted...............................       (7,169)         7,169
         Earned and issued.....................            -         (2,390)
                                                 -----------    -----------
         Balance, December 31, 1999............         (669)         4,779
                                                 ===========    ===========


O:       STOCK OPTION PLAN

         On November 19, 1999,  the Bancorp  adopted a stock option plan for the
         benefit of  directors,  officers,  and other key  employees.  An amount
         equal to 10% of the total number of common shares issued in the initial
         public  offering or 21,087  shares are reserved for issuance  under the
         stock option plan.  The option  exercise  price cannot be less than the
         fair value of the underlying  common stock as of the date of the option
         grant and the maximum option term cannot exceed ten years.

         The Stock Option Plan also  permits the granting of Stock  Appreciation
         Rights (SARs).  SARs entitle the holder to receive, in the form of cash
         or stock,  the increase in fair value of Bancorp stock from the date of
         the grant to the date of  exercise.  No SARs have been issued under the
         plan.
<PAGE>

O:       STOCK OPTION PLAN (Continued)

         The following table summarizes the activity related to stock options:

                                    Exercise     Available      Options
                                     Price       for Grant    Outstanding
                                     -----       ---------    -----------
         At inception.............                 21,087              -
         Granted.................. $   10.50      (17,925)        17,925
         Cancelled................                      -              -
         Exercised................                      -              -
                                              -----------    -----------
         At December 31, 1999.....                  3,162         17,925
                                              ===========    ===========


P:       NONCASH INVESTING AND FINANCING ACTIVITIES

         There were no noncash investing and financing  activities for the years
ended December 31, 1999 and 1998.


Q:       REGULATORY MATTERS

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

         Quantitative  measures  established  by  regulation  to ensure  capital
         adequacy require the Association to maintain minimum amounts and ratios
         of: total risk-based capital and Tier I capital to risk-weighted assets
         (as  defined  in the  regulations),  Tier I capital to  adjusted  total
         assets (as defined),  and tangible capital to adjusted total assets (as
         defined). As discussed in greater detail below, as of December 31, 1999
         and 1998, the Association  meets the capital  adequacy  requirements to
         which it is subject.

         As of December 31, 1999 and 1998, based upon the most recent regulatory
         filings with OTS, the Association  was categorized as well  capitalized
         under the regulatory framework for prompt corrective
<PAGE>
Q:       REGULATORY MATTERS (Continued)

         action. To remain categorized as well capitalized, the Association will
         have to maintain minimum total risk-based,  Tier I risk-based, and Tier
         I leverage ratios as disclosed in the following table.

         The actual and required  capital  amounts and ratios  applicable to the
         Association are presented in the table below (dollars in thousands).
<TABLE>
<CAPTION>

                                                                                             Minimum Required
                                                                                                To Be Well
                                                                     Minimum Required        Capitalized Under
                                                                        For Capital          Prompt Corrective
                                                  Actual             Adequacy Purpose        Action Provisions
                                            Amount     Ratio         Amount     Ratio        Amount     Ratio

         As of December 31, 1999:
         Total risk-based capital (To
<S>                                       <C>          <C>         <C>           <C>       <C>          <C>
          risk-weighted assets).......... $  3,039     22.23%      $  1,093      8.0%      $  1,367     10.0%
         Tier I capital (To
          risk-weighted assets)..........    2,867     20.98%           547      4.0%           820      6.0%
         Tier I capital (To
          adjusted total assets).........    2,867     10.18%         1,127      4.0%         1,408      5.0%

         As of December 31, 1998:
         Total risk-based capital (To
          risk-weighted assets).......... $  2,841     22.77%      $    998      8.0%      $  1,248     10.0%
         Tier I capital (To
          risk-weighted assets)..........    2,683     21.51%           499      4.0%           749      6.0%
         Tier I capital (To
          adjusted total assets).........    2,683     11.24%           955      4.0%         1,194      5.0%
</TABLE>

R:       RELATED PARTY TRANSACTIONS

         A Bancorp director is a partner in a local law firm that provides legal
         services to the Bancorp.  Fees paid to the law firm  amounted to $4,800
         for each of the years ended December 31, 1999 and 1998.


S:       ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

         The following disclosure is made in accordance with the requirements of
         SFAS No. 107,  Disclosures  About Fair Value of Financial  Instruments.
         Financial  instruments are defined as cash and  contractual  rights and
         obligations that require settlement,  directly or indirectly,  in cash.
         In cases where quoted market prices are not available, fair values have
         been  estimated  using the present  value of future cash flows or other
         valuation  techniques.  The  results  of these  techniques  are  highly
         sensitive to the assumptions used, such as those concerning appropriate
         discount  rates and  estimates  of future  cash  flows,  which  require
         considerable judgement. Accordingly, estimates presented herein are not
         necessarily  indicative  of the amounts the Bancorp  could realize in a
         current settlement of the underlying  financial  instruments.  SFAS No.
         107  excludes  certain  financial   instruments  and  all  nonfinancial
         instruments from its disclosure requirements. These disclosures should
<PAGE>
S:       ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

         not  be  interpreted  as  representing  an  aggregate  measure  of  the
         underlying value of the Bancorp.

         The Bancorp  does not  maintain  any  investment  or  participation  in
         financial  instruments  or  agreements  whose  value is  linked  to, or
         derived from,  changes in the value of some underlying  asset or index.
         Such  instruments or agreements  include  futures,  forward  contracts,
         option contracts,  interest-rate  swap agreements,  and other financial
         arrangements with similar characteristics, and are commonly referred to
         as derivatives.

         The  estimated  fair  value  of  the  Bancorp's  financial  instruments
         (dollars in thousands) was as follows:
<TABLE>
<CAPTION>
                                          ----------1999--------    ----------1998--------
                                            Carrying   Estimated      Carrying   Estimated
                                             Amount   Fair Value       Amount   Fair Value
         FINANCIAL ASSETS:
         Cash and amounts due from
<S>                                      <C>          <C>          <C>          <C>
          depository institutions....... $       771  $      771   $       177  $      177
         Interest-bearing deposits
          with other institutions.......       2,121       2,121         1,681       1,681
         Time deposits..................       1,101       1,101           795         795
         Investment securities..........       6,104       6,041         3,576       3,570
         Loans receivable, net..........      18,143      17,921        17,209      17,707
         Accrued interest receivable....         109         109            74          74
         FHLB stock.....................         180         180           171         171

         FINANCIAL LIABILITIES:
         Deposits....................... $    22,884  $   22,929   $    19,899  $   19,939
         Advances from FHLB.............       2,300       2,284           495         495
         Advances by borrowers for
          taxes and insurance...........          13          13            13          13
         Other liabilities..............          75          75            89          89
</TABLE>

         The Bancorp in estimating the fair value of financial  instruments used
         the following significant methods and assumptions.

         Cash and short-term investments
         The carrying value of highly liquid  instruments,  such as cash on hand
         and  amounts due from  depository  institutions,  and  interest-earning
         deposits in other institutions, provides a reasonable estimate of their
         fair value.

         Time deposits
         Time deposits  bear interest  rates that in the aggregate are presently
         considered fair in current market conditions.  Therefore,  the carrying
         amounts  reported in the  statement  of financial  condition  for these
         financial instruments approximate fair value.

         Investment securities
         Fair value  estimates  for  investment  securities  are based on quoted
         market prices, where available. If quoted market prices are not
<PAGE>

S:       ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

         available,  fair values are based on quoted market prices of comparable
         instruments.  The  carrying  amount of accrued  interest on  securities
         approximates its fair value.

         Loans receivable, net of allowance
         The fair values for loans are estimated  through  discounted  cash flow
         analysis,  using  current rates at which loans with similar terms would
         be made to borrowers of similar credit quality. Appropriate adjustments
         are made to reflect  probable  credit  losses.  The carrying  amount of
         accrued interest on loans approximated its fair value.

         Federal Home Loan Bank Stock
         The Federal  Home Loan Bank's board sets the value of Federal Home Loan
         Bank stock at $100 per share.

         Deposits
         SFAS No. 107 specifies that the fair value of deposit  liabilities with
         no defined  maturity is the amount  payable on demand at the  reporting
         date, i.e., their carrying or book value. These deposits, which include
         interest and  non-interest  bearing  checking,  passbook and  full-paid
         share savings, and money market accounts, represented approximately 34%
         and 28% of total deposits at December 31, 1999 and 1998,  respectively.
         The fair value of fixed-rate certificates of deposit is estimated using
         a  discounted  cash  flow   calculation  that  applies  interest  rates
         currently offered on certificates of similar remaining  maturities to a
         schedule of aggregate expected cash flows on time deposits.

         The   carrying   amount  of  accrued   interest   payable  on  deposits
         approximates its fair value.

         Advances from Federal Home Loan Bank
         Advances  from Federal Home Loan Bank bear  interest  rates that in the
         aggregate are presently  considered fair in current market  conditions.
         Therefore,  the carrying amounts reported in the statement of financial
         condition for these financial instruments approximate fair value.

         Advances by borrowers  for taxes and  insurance  (escrows) The carrying
         amount of escrow accounts approximate fair value.

         Off-balance-sheet instruments
         Off-balance-sheet  financial  instruments include commitments to extend
         credit,  letters of credit,  and other financial  guarantees.  The fair
         value of such instruments is estimated using fees currently charged for
         similar arrangements in the marketplace,  adjusted for changes in terms
         and credit  risk as  appropriate.  The  estimated  fair value for these
         instruments  was not  significant  at December  31, 1999 and 1998.  The
         contract or notional amounts of the
<PAGE>
S:       ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

         Association's  financial  instruments with  off-balance-sheet  risk are
         disclosed in Note K.


T:       CONVERSION FROM A MUTUAL TO A STOCK ASSOCIATION

         On September  30, 1998,  The  Iberville  Building and Loan  Association
         converted   from  a   Louisiana-chartered   mutual   savings  and  loan
         association to a Louisiana-chartered stock savings and loan association
         known  as  "The   Iberville   Building  and  Loan   Association"   (the
         Association).  The Association issued and sold 1,000 shares of stock to
         IBL Bancorp, Inc. for $871,182 and became a wholly-owned  subsidiary of
         the Bancorp.

         In conjunction with the conversion, the Bancorp issued and sold 210,870
         shares of its common  stock at $10 per  share.  Net  proceeds  from the
         initial public offering  amounted to $1,573,673  after costs associated
         with  the  offering,  registration  and  conversion  in the  amount  of
         $366,337.

         In accordance with OTS Regulations,  the Association established,  upon
         conversion, a "liquidation account" totalling $1,671,681, the amount of
         its retained  earnings at March 31, 1998,  the latest date shown in the
         prospectus  issued  in  conjunction  with the plan of  conversion.  The
         liquidation  account  will be  maintained  for the  benefit of eligible
         holders  who  continue to maintain  their  accounts at the  Association
         after the conversion.  The liquidation account will be reduced annually
         to the extent that the eligible  account  holders  have  reduced  their
         qualifying deposits.  Subsequent increases will not restore an eligible
         account holder's interest in the liquidation account. In the event of a
         complete  liquidation of the Association,  and only in such event, each
         account  holder  will be entitled  to receive a  distribution  from the
         liquidation  account  in  an  amount   proportionate  to  the  adjusted
         qualifying  account  balances then held.  The  Association  may not pay
         dividends  or  repurchase   its  common  stock  if  such  dividends  or
         repurchases would reduce its equity below applicable regulatory capital
         requirements or the required liquidation account amount.


U:       CONCENTRATION OF CREDIT RISK

         The  Bancorp's  loan  portfolio  consists of the various types of loans
         described  in Note B above.  Real  estate or other  assets  secure most
         loans.  The majority of these loans have been made to  individuals  and
         businesses in Iberville,  West Baton Rouge,  and Pointe Coupee parishes
         that are  dependent  on the  area  economy  for  their  livelihood  and
         servicing of their loan obligations.
<PAGE>
U:       CONCENTRATION OF CREDIT RISK (Continued)

         The Bancorp maintains deposits in other financial institutions that may
         from time to time exceed the federally insured deposit limits.

V:       DIVIDEND DECLARED

         On December  15, 1999,  the board of  directors  of IBL  Bancorp,  Inc.
         declared  a $.0425  per share  dividend  to  stockholders  of record at
         January 12,  2000,  payable on January  28,  2000.  The total  dividend
         payable of $8,962 is included in other liabilities.


W:       EARNINGS PER SHARE

         The following table provides a reconciliation between basic and diluted
         earnings per share:
                                              For the Year Ended 1999
                                             -----------------------
                                                    Weighted
                                                     Average
                                        Income       Shares        Per-Share
                                     (Numerator)  (Denominator)      Amount
                                     -----------  -------------      ------
         Net income...............  $   184,389
                                     ----------
         Basic earnings per share
         Income available to
          common stockholders.....      184,389       194,875     $     0.95
                                                                   =========
         Effect of dilutive
          securities
         RRP shares granted.......            -           275
                                     ----------     ---------
         Diluted earnings per
          share
         Income available to
          common stockholders +
          assumed conversions.....  $   184,389       195,150     $      0.94
                                     ==========     =========      ==========

         Options to purchase  17,925  shares of common stock awarded on November
         19, 1999 at $10.50 per share were not  included in the  computation  of
         the diluted  earnings  per share  because  the  options'  exercise  was
         greater  than the  average  market  price  of the  common  shares.  The
         options,  which expire on November 17, 2009, were still  outstanding at
         the end of year 1999.

         The computation of basic earnings per share for 1998 included  reported
         net income in the numerator and the weighted  average  number of shares
         outstanding of 194,002 in the denominator.
<PAGE>
X:       NEW ACCOUNTING STANDARDS

         Statement  of  Financial  Accounting  Standards  No.  133  (SFAS  133),
         Accounting  of  Derivative  Instruments  and  Hedging  Activities,   is
         effective for all fiscal  quarters of all fiscal years  beginning after
         June 15,  1999.  Statement of Financial  Accounting  Standards  No. 137
         (SFAS  137),   Accounting  for  Derivative   Instruments   and  Hedging
         Activities - Deferral of the Effective  Date of FASB Statement No. 133,
         delayed the effective  date to all fiscal  quarters of all fiscal years
         beginning after June 15, 2000.  Early  application of the provisions of
         SFAS 133 was encouraged,  but the retroactive  application to financial
         statements  of prior  periods  was  prohibited.  SFAS  133  established
         additional   accounting   and  reporting   standards   for   derivative
         instruments, including certain derivative instruments embedded in other
         contracts,  (collectively  referred to as derivatives)  and for hedging
         activities.  It required that entities  recognize  all  derivatives  as
         either assets or liabilities in the statement of financial position and
         measure those instruments at fair value. The Bancorp does not currently
         have any financial instruments that meet the Standard's definition of a
         derivative. Consequently, the provisions of this pronouncement will not
         materially   affect  the   consolidated   financial   position  or  the
         consolidated   results  of  operations   of  the  Bancorp.   Presently,
         management   is  not   contemplating   any   transfers  of   securities
         held-to-maturity  to the  available-for-sale  or trading categories nor
         any transfers of available-for-sale securities to the trading category.


Y:       PARENT COMPANY FINANCIAL STATEMENTS

         The  financial  statements  for IBL  Bancorp,  Inc.  (parent  company),
         prepared on an unconsolidated basis are
         presented below:
<TABLE>
<CAPTION>
                                 BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                                                                         1999           1998
                                                                         ----           ----
         ASSETS
<S>                                                                 <C>            <C>
         Cash...................................................... $     49,256   $    708,099
         Time deposits.............................................      407,000              -
         Mortgage-backed securities held-to-maturity (estimated
          market value $189,375)...................................      200,000              -
         Accrued interest receivable...............................        6,609              -
         Investment in The Iberville Building and Loan Association
          at equity in underlying net assets.......................    2,862,071      2,682,921
                                                                     -----------    -----------
           Total assets............................................ $  3,524,936   $  3,391,020
                                                                     ===========    ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Y:       PARENT COMPANY FINANCIAL STATEMENTS (Continued)
                                                                         1999           1998
                                                                         ----           ----
         LIABILITIES AND SHAREHOLDERS' EQUITY
         LIABILITIES
         <S>                                                        <C>            <C>
         Due to subsidiary......................................... $     11,459   $          -
         Other liabilities.........................................        9,439          8,425
                                                                     -----------    -----------
                                                                          20,898          8,425
                                                                     -----------    -----------
         SHAREHOLDERS' EQUITY
         Preferred stock, $.01 par, 2,000,000 shares authorized....            -              -
         Common stock, $.01 par, 5,000,000 shares authorized,
          210,870 shares issued and outstanding....................        2,109          2,109
         Additional paid-in capital................................    1,740,201      1,740,254
         Unearned ESOP shares......................................     (147,603)      (165,971)
         Unearned RRP shares.......................................      (44,193)             -
         Retained earnings - substantially  restricted.............    1,958,199      1,806,496
         Accumulated other comprehensive income....................       (4,675)          (293)
                                                                     -----------    -----------
           Total shareholders' equity..............................    3,504,038      3,382,595
                                                                     -----------    -----------
           Total liabilities and shareholders' equity.............. $  3,524,936   $  3,391,020
                                                                     ===========    ===========
</TABLE>
<TABLE>
<CAPTION>
                   STATEMENTS OF INCOME AND RETAINED EARNINGS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                                         1999           1998
                                                                         ----           ----
         INCOME
         Interest income
          <S>                                                       <C>            <C>
          Mortgage-backed securities............................... $     11,692   $          -
          Deposits.................................................       20,255              -
          Other....................................................       13,749          3,589
                                                                     -----------    -----------
                                                                          45,696          3,589
                                                                     -----------    -----------
         EXPENSES
         Legal.....................................................       30,953              -
         Other general and administrative..........................       13,409            700
                                                                     -----------    -----------
                                                                          44,362            700
                                                                     -----------    -----------
         INCOME BEFORE EQUITY IN UNDISTRIBUTED EARNINGS OF THE
          IBERVILLE BUILDING AND LOAN ASSOCIATION..................        1,334          2,889
         Equity in undistributed earnings of The Iberville
          Building and Loan Association............................      183,532        193,021
                                                                     -----------    -----------
         INCOME BEFORE INCOME TAXES................................      184,866        195,910
         PROVISION FOR INCOME TAXES................................          477            517
                                                                     -----------    -----------
         NET INCOME................................................      184,389        195,393
         Retained earnings - beginning of year.....................    1,806,496      1,619,011
         Less dividends declared...................................      (32,686)        (7,908)
                                                                     -----------    -----------
         Retained earnings - end of year........................... $  1,958,199   $  1,806,496
                                                                     ===========    ===========
</TABLE>
<PAGE>
Y:       PARENT COMPANY FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>

                             STATEMENT OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                                         1999           1998
                                                                         ----           ----
         CASH FLOWS FROM OPERATING ACTIVITIES:
        <S>                                                         <C>            <C>
         Net income................................................ $    184,389   $    195,393
         Adjustments to reconcile net income to net cash provided
          by operating activities:
           Equity in undistributed earnings of The Iberville
            Building and Loan Association..........................     (183,532)      (193,021)
           ESOP compensation.......................................       18,315          2,719
           Release of RRP shares...................................       25,682              -
           Increase in accrued interest receivable.................       (6,609)             -
           Increase in due to subsidiary...........................       11,459              -
           Increase (decrease) in other liabilities................          (40)           517
                                                                     -----------    -----------
         Net cash provided by operating activities.................       49,664          5,608
                                                                     -----------    -----------

         CASH FLOWS FROM INVESTING ACTIVITIES
         Acquisition of The Iberville Building and Loan Association            -       (871,182)
         Purchase of security held to maturity.....................     (200,000)             -
         Certificates of deposit acquired..........................     (407,000)             -
                                                                     -----------    -----------
         Net cash used in investing activities.....................     (607,000)      (871,182)
                                                                     -----------    -----------
         CASH FLOWS FROM FINANCING ACTIVITIES
         Net proceeds from sale of common stock....................            -      1,573,673
         Acquisition of RRP shares.................................      (69,875)             -
         Cash dividends............................................      (31,632)             -
                                                                     -----------    -----------
         Net cash provided by (used in) financing activities.......     (101,507)     1,573,673
                                                                     -----------    -----------
         NET INCREASE (DECREASE) IN CASH...........................     (658,843)       708,099
         Cash - beginning of year..................................      708,099              -
                                                                     -----------    -----------
         Cash - end of year........................................ $     49,256   $    708,099
                                                                     ===========    ===========
</TABLE>
<PAGE>
                              CORPORATE INFORMATION


Directors:

G. Lloyd Bouchereau, Jr.
President and Chief Executive Officer



John L. Delahaye
Attorney
Plaquemine, Louisiana



Gary K. Pruitt
Retired
Greater Baton Rouge Port Commission
Port Allen, Louisiana



Bobby E. Stanley
Self Employed Accountant
Port Allen, Louisiana



Edward J. Steinmetz
Regional Manufacturing Manager
Borden Chemical Inc.
Donaldsonville, Louisiana


Danny M. Strickland
Vice-President


Executive Officers:

G. Lloyd Bouchereau, Jr.
President and Chief Executive Officer

Danny M. Strickland
Vice-President
<PAGE>
                          Annual Stockholders Meeting:

                           April 26, 2000; 10:00 a.m.
                              23910 Railroad Avenue
                              Plaquemine, Louisiana
                           Record Date: March 6, 2000

                                  Main Office:
                              23910 Railroad Avenue
                              Plaquemine, Louisiana



                              Independent Auditor:
                          L.A. Champagne & Co., L.L.P.
                             Baton Rouge, Louisiana




                                General Counsel:
                                Borron & Delahaye
                              Plaquemine, Louisiana



                       Securities and Regulatory Counsel:
                      Elias, Matz, Tiernan & Herrick L.L.P.
                                Washington, D. C.



                        Stock Registrar & Transfer Agent:
                         Registrar and Transfer Company
                              Cranford, New Jersey