<PAGE>




                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[x]  Annual report under Section 13 or 15(d) of the Securities Exchange Act of
     1934 For the fiscal year ended December 31, 2002
                                    -----------------

[ ]  Transition report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 For the transition period from                 to
                                            ----------------   ----------------

Commission file number   333-06581
                       -----------

                         ST. JOSEPH CAPITAL CORPORATION
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

<Table>


<S>                                                                             <C>
            Delaware                                                                        35-1977746
---------------------------------------------                                   ------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)                  (I.R.S. Employer Identification No.)


3820 Edison Lakes Parkway, Mishawaka, Indiana                                                   46545
---------------------------------------------                                   ------------------------------------
(Address of Principal Executive Offices)                                                     (Zip Code)
</Table>

                                 (574) 273-9700
                     --------------------------------------
                (Issuer's Telephone Number, Including Area Code)

      Securities registered under Section 12(b) of the Exchange Act: None.

Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value
$0.01

         Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Issuer was required to file such
reports), and (2) has been subject to such filing requirements for past 90 days.
Yes [x] No [ ]

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

         The Issuer's revenues for its most recent fiscal year were $
13,030,000.

         The aggregate market value of the voting stock held by non-affiliates
of the Issuer as of February 28, 2003 was approximately $31,902,995. As of said
date, the Issuer had 1,679,105 shares of Common Stock issued and outstanding.

                      Documents incorporated by reference:
    Part III of Form 10-KSB - Portions of the Proxy Statement for the annual
                meeting of stockholders to be held May 22, 2003.
   Transitional Small Business Disclosure Format (check one): Yes [ ] No [ x ]

<PAGE>


                         ST. JOSEPH CAPITAL CORPORATION
                        2002 ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

<Table>
<Caption>

                                     PART I

ITEM                                                                      PAGE
----                                                                      ----
<S>                                                                       <C>
1.  Description of Business.                                                 1
2.  Description of Property.                                                22
3.  Legal Proceedings.                                                      23
4.  Submission of Matters to a Vote of Security Holders.                    23

                                     PART II

5.  Market for Common Equity and Related Stockholder Matters.               23
6.  Management's Discussion and Analysis or Plan of Operation.              24
7.  Financial Statements.                                                   33
8.  Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure.                                    33

                                    PART III

9.  Directors, Executive Officers, Promoters and Control Persons,
    Compliance With Section 16(a) of the Exchange Act.                      33
10. Executive Compensation.                                                 33
11. Security Ownership of Certain Beneficial Owners and Management.         33
12. Certain Relationships and Related Transactions.                         34
13. Exhibits and Reports on Form 8-K.                                       34
14. Controls and Procedures                                                 35

    Signatures                                                              37
</Table>


<PAGE>


PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

         St. Joseph Capital Corporation (the "Company") is a bank holding
company that owns St. Joseph Capital Bank (the "Bank"), a full-service
commercial banking institution located in Mishawaka, Indiana. The Bank provides
a broad range of banking products and services, including credit, cash
management and deposits to its targeted client base of executive and
professionals and small to medium-sized businesses. Our market area encompasses
a substantial portion of the Indiana communities of Mishawaka, South Bend, Notre
Dame, Granger, Osceola and Elkhart, as well as certain Michigan communities,
including Niles, Edwardsburg and Cassopolis. Due to the overlap of this
metropolitan area over state lines, this region is often referred to as
"Michiana." At December 31, 2002, we had total assets of $253.8 million, loans
of $189.1 million and deposits of $177.7 million.

         We started our banking operations on February 13, 1997 with the goal of
building a locally owned and managed financial institution to meet the banking
needs of our targeted clients. As part of our operating strategy, we strive to
offer clients a high level of service on a consistent basis. Our rapid growth
since 1997 has largely been a product of our success in attracting targeted
individuals and businesses to become clients coupled with our ability to recruit
and retain a community-oriented management team with significant commercial
banking experience in the Michiana area. We have also taken advantage of the
client disruption caused by the acquisition of a number of the area's other
locally owned financial institutions by large and super-regional bank holding
companies.

         Our rapid growth, coupled with our desire to increase our market share,
led us to increase the capital in 1999 to support additional growth, which we
have realized. This growth, as well as continued growth, will eventually allow
us to take advantage of the operating leverage available to larger financial
institutions.

         A hallmark of our operations has been our commitment to operate out of
a single location as a way of keeping tight control on our fixed overhead
expenses. The delivery of our banking services is accomplished through our
headquarters facility, a courier service program, our ATM/debit card product,
our postage paid bank-by-mail program, telephone banking and computer banking.
The diversity of our delivery systems enables our clients to choose the method
of banking which is most convenient for them. While no plans currently exist, we
may also expand our product offerings, move into new markets or make strategic
acquisitions of other financial institutions in the future. We intend to
continue to pursue an aggressive growth strategy focused on the addition of
experienced banking personnel in the Michiana area, while also maintaining
strong asset quality and enhancing our profitability.

         We have and will continue to price our loan products and deposit
products competitively. The net interest income generated by the lending and
deposit-gathering activities of the Bank should continue to increase as the
overall size of the Bank increases.

         We currently maintain our office at 3820 Edison Lakes Parkway,
Mishawaka, Indiana, 46545. Our telephone number is (574) 273-9700.

BUSINESS STRATEGY

         We expect to establish and maintain a high standard of quality in each
service we provide, and our employees are expected to emphasize service in their
dealings with clients. We believe that the use of technology will permit each
employee to devote more time and attention to personal service, respond more
quickly to a client's requests and deliver services in the most timely manner
possible.


                                       1
<PAGE>


         Our goal is to create and maintain a "client-driven" organization
focused on providing high value to clients by promptly delivering products and
services matched directly to their needs. Furthermore, we expect to gain market
share by developing strong ties to our community. In this regard, most of our
directors currently hold, and have held in the past, leadership positions in a
number of community organizations, and intend to continue this active
involvement in future years. Members of the senior management team are also in
leadership positions in a variety of community organizations and intend to
continue this active involvement in future years. Additionally, all employees
are encouraged to be active in the civic, charitable and social organizations
located in the Michiana area.

         The Bank offers a broad range of deposit services, including checking
accounts, money market accounts, savings accounts and time deposits of various
types, as well as a full range of short to intermediate term personal and
commercial loans. Commercial loans include lines of credit to finance accounts
receivable and inventory, term loans to finance machinery and equipment, as well
as commercial mortgages to finance land and buildings. The Bank makes personal
loans directly to its clients for various purposes, including purchases of
automobiles, boats and other recreational vehicles, home improvements, education
and personal investments. The Bank also makes residential mortgage loans and
substantially all of them are retained by the Bank and consist of balloon
payment, adjustable and fixed rate mortgages. The Bank offers other services,
including credit cards, cashier's checks, traveler's checks and automated teller
access.

LENDING ACTIVITIES

         We provide a broad range of commercial and retail lending services to
corporations, partnerships and individuals. The Bank actively markets its
services to qualified borrowers. Lending officers actively solicit the business
of new borrowers entering our market area as well as long-standing members of
the local business community. The Bank has established lending policies, which
include a number of underwriting factors to be considered in making a loan,
including location, loan to value ratio, cash flow, interest rate and the credit
history of the borrower.

         Our legal lending limit is approximately $3,500,000. The Board of
Directors, however, has established an "in-house" limit of up to $2,500,000
depending on the credit quality of the client. The Board may from time to time
raise or lower the "in-house" limit, as it deems appropriate to comply with safe
and sound banking practices and in response to overall economic conditions.

         As part of the loan monitoring activities at the Bank, the officers'
loan committee meets weekly to review loan portfolio dynamics. Loan review
officers present detailed reports on the loan portfolio to the Board during
their meetings. Management has attempted to identify problem loans at an early
stage and to aggressively seek a resolution of these situations.

         COMMERCIAL LOANS. We are an active commercial lender in the Michiana
area. Our areas of emphasis include, but are not limited to, loans to
manufacturers, building contractors, developers and business services companies.
We also provide a wide range of operating loans, including lines of credit for
working capital and operational purposes, as well as term loans for the
acquisition of equipment and other purposes. Collateral for these loans
generally includes accounts receivable, inventory, equipment and real estate. In
addition, the Bank has taken personal guarantees to help assure payment when
appropriate. Terms of commercial business loans generally range from one to five
years. A portion of our commercial business loans have floating interest rates
or re-price within one year. We also make commercial real estate loans, which
are generally secured by the underlying real estate and improvements. However,
we may also require additional assets of the borrower as collateral.


                                       2
<PAGE>


         RESIDENTIAL REAL ESTATE MORTGAGE LOANS. The main focus of our lending
activity continues to be on the commercial side and we have viewed residential
mortgages primarily as a way to attract and service targeted clients. We
currently offer a variety of adjustable rate products. Additional mortgage
products may be introduced, as management deems necessary. The growth in the
residential loan portfolio has been a result of refinancing activities and
acquisition and construction of existing or new homes. The Bank has retained
substantially all real estate loans in its portfolio.

         CONSUMER LENDING. We provide all types of consumer loans including
motor vehicles, home improvement, home equity, signature loans and small
personal credit lines. The Bank has no indirect lending, and intends to actively
seek to increase its personal lines of credit and home equity loans.

COMPETITION

         Our market area is competitive. We compete for loans principally
through the range and quality of service we provide and interest rates. We
believe that our reputation in the communities we serve and personal service
philosophy enhances our ability to compete favorably in attracting and retaining
individual and business clients. We actively solicit deposits by offering
clients personal attention, professional service and competitive rates.

         There are other commercial banks, savings and loans and credit unions,
along with other financial institutions that operate in our primary market area.
In addition, many other financial institutions based in the communities
surrounding these areas also actively compete for clients within these market
areas. We also face competition from finance companies, insurance companies,
mortgage companies, securities brokerage firms, money market mutual funds, loan
production offices and other providers of financial services.

         Under the Gramm-Leach-Bliley Act of 1999, securities firms and
insurance companies that elect to become financial holding companies may acquire
banks and other financial institutions. The Gramm-Leach-Bliley Act may
significantly change the competitive environment in which we conduct business.
The financial services industry is also likely to become more competitive as
further technological advances enable more companies to provide financial
services. These technological advances may diminish the importance of depository
institutions and other financial intermediaries in the transfer of funds between
parties.

MARKET AREA

         We offer a full range of commercial and consumer banking services
primarily within a fifteen-mile radius of our main office located in Mishawaka,
Indiana. This area encompasses a substantial portion of the Indiana communities
of Mishawaka, South Bend, Notre Dame, Granger, Osceola and Elkhart, and certain
Michigan communities, including Niles, Edwardsburg and Cassopolis. Due to the
overlap of this metropolitan area over state lines, this region is often
referred to as "Michiana."

         The local economy is diversified among manufacturing, retail and
wholesale trades and service industries. The area's retail, distribution,
convention and tourism, health care and services sectors have expanded to offset
the decrease in manufacturing jobs, which has occurred in recent years. The
University of Notre Dame is the area's largest employer and contributes to the
stability of the local economy. South Bend is also home to other colleges and
technical schools providing additional stability and access to a skilled work
force.


                                       3
<PAGE>




         Memorial Hospital and St. Joseph Regional Medical Center are the two
largest health care providers in the Michiana area. Bosch Braking Systems Corp.,
Honeywell and AM General Corp. are three of the region's largest manufacturers,
and the area is also home to a number of smaller manufacturing, retail and
service businesses. Many major manufacturing companies are also located in
adjacent Elkhart County, including Coachmen Industries, CTS Corporation and
Skyline Corporation. We believe this diverse commercial base provides
significant potential for business banking services, together with personal
banking services for owners and employees of these entities.

EMPLOYEES

         We have 49 full-time equivalent employees. None of our employees are
covered by a collective bargaining agreement with the Company or the Bank. We
consider our employee relations to be excellent.

INTERNET WEBSITE

         We maintain an Internet site at www.sjbc.com. On this site, we make
available free of charge our annual report on Form 10-KSB, quarterly reports on
Form 10-QSB, current reports on Form 8-K and other reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably
practicable after it electronically files such material with, or furnishes it
to, the Securities and Exchange Commission.

SUPERVISION AND REGULATION

GENERAL

         Financial institutions, their holding companies and their affiliates
are extensively regulated under federal and state law. As a result, the growth
and earnings performance of the Company may be affected not only by management
decisions and general economic conditions, but also by the requirements of
federal and state statutes and by the regulations and policies of various bank
regulatory authorities, including the Indiana Department of Financial
Institutions (the "DFI"), the Board of Governors of the Federal Reserve System
(the "Federal Reserve") and the Federal Deposit Insurance Corporation (the
"FDIC"). Furthermore, taxation laws administered by the Internal Revenue Service
and state taxing authorities and securities laws administered by the Securities
and Exchange Commission (the "SEC") and state securities authorities have an
impact on the business of the Company. The effect of these statutes, regulations
and regulatory policies may be significant, and cannot be predicted with a high
degree of certainty.

         Federal and state laws and regulations generally applicable to
financial institutions regulate, among other things, the scope of business, the
kinds and amounts of investments, reserve requirements, capital levels relative
to operations, the nature and amount of collateral for loans, the establishment
of branches, mergers and consolidations and the payment of dividends. This
system of supervision and regulation establishes a comprehensive framework for
the respective operations of the Company and its subsidiary and is intended
primarily for the protection of the FDIC insured deposits and depositors of the
Bank, rather than shareholders.

         The following is a summary of the material elements of the regulatory
framework that applies to the Company and its subsidiary. It does not describe
all of the statutes, regulations and regulatory policies that apply, nor does it
restate all of the requirements of those that are described. As such, the
following is qualified in its entirety by reference to applicable law. Any
change in statutes, regulations or regulatory policies may have a material
effect on the business of the Company and its subsidiary.


                                       4
<PAGE>


         THE COMPANY

         GENERAL. The Company, as the sole shareholder of the Bank, is a bank
holding company. As a bank holding company, the Company is registered with, and
is subject to regulation by, the Federal Reserve under the Bank Holding Company
Act of 1956, as amended (the "BHCA"). In accordance with Federal Reserve policy,
the Company is expected to act as a source of financial strength to the Bank and
to commit resources to support the Bank in circumstances where the Company might
not otherwise do so. Under the BHCA, the Company is subject to periodic
examination by the Federal Reserve. The Company is required to file with the
Federal Reserve periodic reports of the Company's operations and such additional
information regarding the Company and its subsidiary as the Federal Reserve may
require. The Company is also subject to regulation by the DFI under Indiana law.

         ACQUISITIONS, ACTIVITIES AND CHANGE IN CONTROL. The primary purpose of
a bank holding company is to control and manage banks. The BHCA generally
requires the prior approval of the Federal Reserve for any merger involving a
bank holding company or any acquisition by a bank holding company of another
bank or bank holding company. Subject to certain conditions (including deposit
concentration limits established by the BHCA), the Federal Reserve may allow a
bank holding company to acquire banks located in any state of the United States.
In approving interstate acquisitions, the Federal Reserve is required to give
effect to applicable state law limitations on the aggregate amount of deposits
that may be held by the acquiring bank holding company and its insured
depository institution affiliates in the state in which the target bank is
located (provided that those limits do not discriminate against out-of-state
depository institutions or their holding companies) and state laws that require
that the target bank have been in existence for a minimum period of time (not to
exceed five years) before being acquired by an out-of-state bank holding
company.

         The BHCA generally prohibits the Company from acquiring direct or
indirect ownership or control of more than 5% of the voting shares of any
company that is not a bank and from engaging in any business other than that of
banking, managing and controlling banks or furnishing services to banks and
their subsidiaries. This general prohibition is subject to a number of
exceptions. The principal exception allows bank holding companies to engage in,
and to own shares of companies engaged in, certain businesses found by the
Federal Reserve to be "so closely related to banking ... as to be a proper
incident thereto." This authority would permit the Company to engage in a
variety of banking-related businesses, including the operation of a thrift,
consumer finance, equipment leasing, the operation of a computer service bureau
(including software development), and mortgage banking and brokerage. The BHCA
generally does not place territorial restrictions on the domestic activities of
non-bank subsidiaries of bank holding companies.

         Additionally, bank holding companies that meet certain eligibility
requirements prescribed by the BHCA and elect to operate as financial holding
companies may engage in, or own shares in companies engaged in, a wider range of
nonbanking activities, including securities and insurance underwriting and
sales, merchant banking and any other activity that the Federal Reserve, in
consultation with the Secretary of the Treasury, determines by regulation or
order is financial in nature, incidental to any such financial activity or
complementary to any such financial activity and does not pose a substantial
risk to the safety or soundness of depository institutions or the financial
system generally. As of the date of this filing, the Company has neither applied
for nor received approval to operate as a financial holding company.

         Federal law also prohibits any person or company from acquiring
"control" of an FDIC-insured depository institution or its holding company
without prior notice to the appropriate federal bank regulator. "Control" is
conclusively presumed to exist upon the acquisition of 25% or more of the
outstanding voting securities of a bank or bank holding company, but may arise
under certain circumstances at 10% ownership.


                                       5
<PAGE>


         CAPITAL REQUIREMENTS. Bank holding companies are required to maintain
minimum levels of capital in accordance with Federal Reserve capital adequacy
guidelines. If capital levels fall below the minimum required levels, a bank
holding company, among other things, may be denied approval to acquire or
establish additional banks or non-bank businesses.

         The Federal Reserve's capital guidelines establish the following
minimum regulatory capital requirements for bank holding companies: (i) a
risk-based requirement expressed as a percentage of total assets weighted
according to risk; and (ii) a leverage requirement expressed as a percentage of
total assets. The risk-based requirement consists of a minimum ratio of total
capital to total risk-weighted assets of 8%, and a minimum ratio of Tier 1
capital to total risk-weighted assets of 4%. The leverage requirement consists
of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly
rated companies, with a minimum requirement of 4% for all others. For purposes
of these capital standards, Tier 1 capital consists primarily of permanent
stockholders' equity less intangible assets (other than certain loan servicing
rights and purchased credit card relationships). Total capital consists
primarily of Tier 1 capital plus certain other debt and equity instruments that
do not qualify as Tier 1 capital and a portion of the company's allowance for
loan and lease losses.

         The risk-based and leverage standards described above are minimum
requirements. Higher capital levels will be required if warranted by the
particular circumstances or risk profiles of individual banking organizations.
For example, the Federal Reserve's capital guidelines contemplate that
additional capital may be required to take adequate account of, among other
things, interest rate risk, or the risks posed by concentrations of credit,
nontraditional activities or securities trading activities. Further, any banking
organization experiencing or anticipating significant growth would be expected
to maintain capital ratios, including tangible capital positions (i.e., Tier 1
capital less all intangible assets), well above the minimum levels. As of
December 31, 2002, the Company had regulatory capital in excess of the Federal
Reserve's minimum requirements.

         DIVIDEND PAYMENTS. The Company's ability to pay dividends to its
shareholders may be affected by both general corporate law considerations and
policies of the Federal Reserve applicable to bank holding companies. As a
Delaware corporation, the Company is subject to the limitations of the Delaware
General Corporation law (the "DGCL"), which allows the Company to pay dividends
only out of its surplus (as defined and computed in accordance with the
provisions of the DGCL) or if the Company has no such surplus, out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year. Additionally, policies of the Federal Reserve caution
that a bank holding company should not pay cash dividends that exceed its net
income or that can only be funded in ways that weaken the bank holding company's
financial health, such as by borrowing. The Federal Reserve also possesses
enforcement powers over bank holding companies and their non-bank subsidiaries
to prevent or remedy actions that represent unsafe or unsound practices or
violations of applicable statutes and regulations. Among these powers is the
ability to proscribe the payment of dividends by banks and bank holding
companies.

         FEDERAL SECURITIES REGULATION. The Company's common stock is registered
with the SEC under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Consequently, the Company
is subject to the information, proxy solicitation, insider trading and other
restrictions and requirements of the SEC under the Exchange Act.


         THE BANK

         GENERAL. The Bank is an Indiana-chartered bank, the deposit accounts of
which are insured by the FDIC's Bank Insurance Fund ("BIF"). As an
Indiana-chartered bank, the Bank is subject to the examination, supervision,
reporting and enforcement requirements of the DFI, the chartering authority for
Indiana banks, and the FDIC, designated by federal law as the primary federal
regulator of state-chartered, FDIC-insured banks that, like the Bank, are not
members of the Federal Reserve System.


                                       6
<PAGE>


         DEPOSIT INSURANCE. As an FDIC-insured institution, the Bank is required
to pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a
risk-based assessment system under which all insured depository institutions are
placed into one of nine categories and assessed insurance premiums based upon
their respective levels of capital and results of supervisory evaluations.
Institutions classified as well-capitalized (as defined by the FDIC) and
considered healthy pay the lowest premium while institutions that are less than
adequately capitalized (as defined by the FDIC) and considered of substantial
supervisory concern pay the highest premium. Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period.

         During the year ended December 31, 2002, BIF assessments ranged from 0%
of deposits to 0.27% of deposits. For the semi-annual assessment period
beginning January 1, 2003, BIF assessment rates will continue to range from 0%
of deposits to 0.27% of deposits.

         FICO ASSESSMENTS. Since 1987, a portion of the deposit insurance
assessments paid by members of the FDIC's Savings Association Insurance Fund
("SAIF") has been used to cover interest payments due on the outstanding
obligations of the Financing Corporation ("FICO"). FICO was created in 1987 to
finance the recapitalization of the Federal Savings and Loan Insurance
Corporation, the SAIF's predecessor insurance fund. As a result of federal
legislation enacted in 1996, beginning as of January 1, 1997, both SAIF members
and BIF members became subject to assessments to cover the interest payments on
outstanding FICO obligations until the final maturity of such obligations in
2019. These FICO assessments are in addition to amounts assessed by the FDIC for
deposit insurance. During the year ended December 31, 2002, the FICO assessment
rate for BIF and SAIF members was approximately 0.02% of deposits.

         SUPERVISORY ASSESSMENTS. All Indiana banks are required to pay
supervisory assessments to the DFI to fund the operations of the DFI. This
assessment is calculated on the basis of an institution's total assets. During
the year ended December 31, 2002, the Bank paid supervisory assessments to the
DFI totaling $17,637.

         CAPITAL REQUIREMENTS. Banks are generally required to maintain capital
levels in excess of other businesses. The FDIC has established the following
minimum capital standards for state-chartered FDIC-insured non-member banks,
such as the Bank: (i) a leverage requirement consisting of a minimum ratio of
Tier 1 capital to total assets of 3% for the most highly-rated banks with a
minimum requirement of at least 4% for all others; and (ii) a risk-based capital
requirement consisting of a minimum ratio of total capital to total
risk-weighted assets of 8%, and a minimum ratio of Tier 1 capital to total
risk-weighted assets of 4%. For purposes of these capital standards, the
components of Tier 1 capital and total capital are the same as those for bank
holding companies discussed above.

         The capital requirements described above are minimum requirements.
Higher capital levels will be required if warranted by the particular
circumstances or risk profiles of individual institutions. For example,
regulations of the FDIC provide that additional capital may be required to take
adequate account of, among other things, interest rate risk or the risks posed
by concentrations of credit, nontraditional activities or securities trading
activities.


                                       7
<PAGE>


         Further, federal law and regulations provide various incentives for
financial institutions to maintain regulatory capital at levels in excess of
minimum regulatory requirements. For example, a financial institution that is
"well-capitalized" may qualify for exemptions from prior notice or application
requirements otherwise applicable to certain types of activities and may qualify
for expedited processing of other required notices or applications.
Additionally, one of the criteria that determines a bank holding company's
eligibility to operate as a financial holding company is a requirement that all
of its financial institution subsidiaries be "well capitalized." Under the
regulations of the FDIC, in order to be "well-capitalized" a financial
institution must maintain a ratio of total capital to total risk-weighted assets
of 10% or greater, a ratio of Tier 1 capital to total risk-weighted assets of 6%
or greater and a ratio of Tier 1 capital to total assets of 5% or greater.

         Federal law also provides the federal banking regulators with broad
power to take prompt corrective action to resolve the problems of
undercapitalized institutions. The extent of the regulators' powers depends on
whether the institution in question is "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized," in each case as defined by regulation. Depending upon the
capital category to which an institution is assigned, the regulators' corrective
powers include: (i) requiring the institution to submit a capital restoration
plan; (ii) limiting the institution's asset growth and restricting its
activities; (iii) requiring the institution to issue additional capital stock
(including additional voting stock) or to be acquired; (iv) restricting
transactions between the institution and its affiliates; (v) restricting the
interest rate the institution may pay on deposits; (vi) ordering a new election
of directors of the institution; (vii) requiring that senior executive officers
or directors be dismissed; (viii) prohibiting the institution from accepting
deposits from correspondent banks; (ix) requiring the institution to divest
certain subsidiaries; (x) prohibiting the payment of principal or interest on
subordinated debt; and (xi) ultimately, appointing a receiver for the
institution.

         As of December 31, 2002: (i) the Bank was not subject to a directive
from the FDIC to increase its capital to an amount in excess of the minimum
regulatory capital requirements; (ii) the Bank exceeded its minimum regulatory
capital requirements under FDIC capital adequacy guidelines; and (iii) the Bank
was "well-capitalized," as defined by FDIC regulations.

         DIVIDEND PAYMENTS. The primary source of funds for the Company is
dividends from the Bank. Indiana law prohibits the Bank from paying dividends in
an amount greater than its undivided profits. The Bank is required to obtain the
approval of the DFI for the payment of any dividend if the total of all
dividends declared by the Bank during the calendar year, including the proposed
dividend, would exceed the sum of the Bank's retained net income for the year to
date combined with its retained net income for the previous two years. Indiana
law defines "retained net income" to mean the net income of a specified period,
calculated under the consolidated report of income instructions, less the total
amount of all dividends declared for the specified period.

         The payment of dividends by any financial institution or its holding
company is affected by the requirement to maintain adequate capital pursuant to
applicable capital adequacy guidelines and regulations, and a financial
institution generally is prohibited from paying any dividends if, following
payment thereof, the institution would be undercapitalized. As described above,
the Bank exceeded its minimum capital requirements under applicable guidelines
as of December 31, 2002. As of December 31, 2002, approximately $3,626,000 was
available to be paid as dividends by the Bank. Notwithstanding the availability
of funds for dividends, however, the FDIC may prohibit the payment of any
dividends by the Bank if the FDIC determines such payment would constitute an
unsafe or unsound practice.


                                       8
<PAGE>


         INSIDER TRANSACTIONS. The Bank is subject to certain restrictions
imposed by federal law on extensions of credit to the Company, on investments in
the stock or other securities of the Company and the acceptance of the stock or
other securities of the Company as collateral for loans made by the Bank.
Certain limitations and reporting requirements are also placed on extensions of
credit by the Bank to its directors and officers, to directors and officers of
the Company, to principal shareholders of the Company and to "related interests"
of such directors, officers and principal shareholders. In addition, federal law
and regulations may affect the terms upon which any person who is a director or
officer of the Company or the Bank or a principal shareholder of the Company may
obtain credit from banks with which the Bank maintains correspondent
relationships.

         SAFETY AND SOUNDNESS STANDARDS. The federal banking agencies have
adopted guidelines that establish operational and managerial standards to
promote the safety and soundness of federally insured depository institutions.
The guidelines set forth standards for internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, asset quality and
earnings.

         In general, the safety and soundness guidelines prescribe the goals to
be achieved in each area, and each institution is responsible for establishing
its own procedures to achieve those goals. If an institution fails to comply
with any of the standards set forth in the guidelines, the institution's primary
federal regulator may require the institution to submit a plan for achieving and
maintaining compliance. If an institution fails to submit an acceptable
compliance plan, or fails in any material respect to implement a compliance plan
that has been accepted by its primary federal regulator, the regulator is
required to issue an order directing the institution to cure the deficiency.
Until the deficiency cited in the regulator's order is cured, the regulator may
restrict the institution's rate of growth, require the institution to increase
its capital, restrict the rates the institution pays on deposits or require the
institution to take any action the regulator deems appropriate under the
circumstances. Noncompliance with the standards established by the safety and
soundness guidelines may also constitute grounds for other enforcement action by
the federal banking regulators, including cease and desist orders and civil
money penalty assessments.

         BRANCHING AUTHORITY. Indiana banks, such as the Bank, have the
authority under Indiana law to establish branches anywhere in the State of
Indiana, subject to receipt of all required regulatory approvals.

         State and national banks are allowed to establish interstate branch
networks through acquisitions of other banks, subject to certain conditions,
including limitations on the aggregate amount of deposits that may be held by
the surviving bank and all of its insured depository institution affiliates. The
establishment of new interstate branches or the acquisition of individual
branches of a bank in another state (rather than the acquisition of an
out-of-state bank in its entirety) is allowed only if specifically authorized by
state law. Indiana law permits interstate mergers subject to certain conditions,
including a condition requiring an Indiana bank involved in an interstate merger
to have been in existence and continuous operation for more than five years.
Additionally, Indiana law allows out-of-state banks to acquire individual branch
offices in Indiana and to establish new branches in Indiana subject to certain
conditions, including a requirement that the laws of the state in which the
out-of-state bank is headquartered grant Indiana banks authority to acquire and
establish branches in that state.


                                       9
<PAGE>


         STATE BANK INVESTMENTS AND ACTIVITIES. The Bank generally is permitted
to make investments and engage in activities directly or through subsidiaries as
authorized by Indiana law. However, under federal law and FDIC regulations, FDIC
insured state banks are prohibited, subject to certain exceptions, from making
or retaining equity investments of a type, or in an amount, that are not
permissible for a national bank. Federal law and FDIC regulations also prohibit
FDIC insured state banks and their subsidiaries, subject to certain exceptions,
from engaging as principal in any activity that is not permitted for a national
bank unless the bank meets, and continues to meet, its minimum regulatory
capital requirements and the FDIC determines the activity would not pose a
significant risk to the deposit insurance fund of which the bank is a member.
These restrictions have not had, and are not currently expected to have, a
material impact on the operations of the Bank.

         FEDERAL RESERVE SYSTEM. Federal Reserve regulations, as presently in
effect, require depository institutions to maintain non-interest earning
reserves against their transaction accounts (primarily NOW and regular checking
accounts), as follows: for transaction accounts aggregating $42.1 million or
less, the reserve requirement is 3% of total transaction accounts; and for
transaction accounts aggregating in excess of $42.1 million, the reserve
requirement is $1.083 million plus 10% of the aggregate amount of total
transaction accounts in excess of $42.1 million. The first $6.0 million of
otherwise reservable balances are exempted from the reserve requirements. These
reserve requirements are subject to annual adjustment by the Federal Reserve.
The Bank is in compliance with the foregoing requirements.


                                       10
<PAGE>



STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES

SELECTED CONSOLIDATED FINANCIAL DATA


The following selected consolidated financial data of St. Joseph Capital
Corporation and bank is qualified in its entirety by, and should be read in
conjunction with, the consolidated financial statements, including notes
thereto, which are attached to this filing as exhibit 99.1.

<Table>
<Caption>

                                                                                     At December 31
                                                                                     (In thousands)
SUMMARY OF FINANCIAL CONDITION:                                   2002        2001        2000        1999        1998
                                                                --------    --------    --------    --------    --------
<S>                                                             <C>         <C>         <C>         <C>         <C>
Total assets                                                    $253,840    $214,804    $177,071    $130,932    $ 96,604
Total cash and cash equivalents                                   20,937      20,021      19,543      13,266      15,719
Securities available for sale                                     38,580      45,172      23,172      29,676      31,066
Loans receivable, net of allowance for
  loan losses                                                    189,094     144,688     129,841      85,054      48,011
Total deposits                                                   177,674     153,308     122,432      98,241      76,390
FHLB advances                                                     43,070      30,570      27,570       7,500       2,000
Total shareholders' equity                                        22,141      20,015      18,561      16,799      11,611
Average shareholders' equity                                      21,145      19,545      17,480      13,345      11,296
Average total assets                                             231,500     191,590     147,817     108,773      71,232

                                                                                 Years Ended December 31,
                                                                                      (In thousands)
SUMMARY OF OPERATING RESULTS:                                     2002        2001        2000        1999        1998
                                                                --------    --------    --------    --------    --------
Total interest income                                           $ 12,164    $ 12,414    $ 11,072    $  7,370    $  4,790
Total interest expense                                             4,912       6,600       6,290       3,847       2,699
                                                                --------    --------    --------    --------    --------
     Net interest income                                           7,252       5,814       4,782       3,523       2,091
Provision for loan losses                                            716         422         582         518         392
Total noninterest income                                             866         668         205          98         158
Total noninterest expense                                          4,746       4,067       3,170       2,592       2,086
                                                                --------    --------    --------    --------    --------
Income (loss) before income taxes                                  2,656       1,993       1,235         511        (229)
Income tax expense                                                   973         718         213        --          --
                                                                --------    --------    --------    --------    --------
     Net income (loss)                                          $  1,683    $  1,275    $  1,022    $    511    $   (229)
                                                                ========    ========    ========    ========    ========
SUPPLEMENTAL DATA:
Return on average total assets                                       .73%        .67%        .69%        .47%       (.32)%
Return on average shareholders' equity                              7.96        6.52        5.85        3.83       (2.03)
Net interest rate spread (1)                                        3.02        2.60        2.49        2.68        2.09
Net yield on average interest-earning assets (2)                    3.35        3.23        3.43        3.46        3.15
Net interest income to noninterest expenses                       152.80      142.99      150.85      135.92      100.24
Average shareholders' equity to average
  total assets                                                      9.13       10.20       11.83       12.27       15.86
Average interest-earning assets to average
  interest-bearing liabilities                                    115.04      117.03      120.11      120.30      126.52
Nonperforming assets to total assets                                --          --          --          --          --
Nonperforming loans to total loans
  Receivable                                                        --          --          --          --          --
Allowance for loan losses to total loans
   receivable                                                       1.56        1.55        1.41        1.47        1.54
Allowance for loan losses to non-performing
  loans receivable                                                  --          --          --          --          --
Basic income (loss) per common share                            $   1.00    $    .76    $    .61    $    .37    $   (.18)
Diluted income (loss) per common share                               .98    $    .75    $    .60    $    .36    $   (.18)
Dividends declared per common share                                 --      $   --      $   --      $   --      $   --
Book value per common share                                        13.19    $  11.93    $  11.08    $  10.03    $   9.08
Number of offices                                                      1           1           1           1           1
                                                                --------    --------    --------    --------    --------
</Table>

(1) Interest rate spread is calculated by subtracting average interest rate cost
    from average interest rate earned.

(2) Net interest income divided by average interest-earning assets.



                                       11
<PAGE>

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL.

         The following are the average balance sheets for the years ending
December 31:

<Table>
<Caption>

                                                              2002
                                           ------------------------------------------
                                             Average                         Average
                                             Balance         Interest          Rate
                                           -----------     -----------       -------
                                                     (Dollars in thousands)
<S>                                        <C>             <C>                <C>
ASSETS
Interest-earning assets
  Federal funds sold                       $     3,348     $        55        1.64%
  Interest-earning deposits in other
    financial institutions                       5,606             103        1.84
  Securities available for sale(1)              40,490           1,665        4.11
  FHLB stock                                     1,821             110        6.04
  Loans receivable(2)                          164,943          10,231        6.20
                                           -----------     -----------
   Total interest-earning assets(1)            216,208          12,164        5.63%

Noninterest-earning assets
  Cash and due from banks                       14,664
  Allowance for loan losses                     (2,572)
  Premises and equipment, net                    1,272
  Accrued interest receivable and
    other assets                                 1,928
                                           -----------

                                           $   231,500
                                           ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities
  Savings, NOW and money markets           $    93,707     $     1,333        1.42%
  Certificates of deposit                       46,676           1,599        3.43
  Federal funds purchased                        1,656              31        1.87
  Securities sold under agreements
    to repurchase                               10,744             101         .94
  FHLB advances                                 35,163           1,848        5.26
                                           -----------     -----------
   Total interest-bearing liabilities          187,946           4,912        2.61%
                                                           -----------

Noninterest-bearing liabilities
  Demand deposits                               21,762
  Accrued interest payable and
    other liabilities                              647
                                           -----------


Shareholders' equity                            21,145
                                           -----------

                                           $   231,500
                                           ===========

Net interest income/spread                                 $     7,252        3.02%
                                                           ===========

Net interest income as a percent
  of average interest earning assets(1)                                       3.35%
                                                                              ====
</Table>
----------

(1) Securities balances represent daily average balances for the fair value of
    securities. The average rate is calculated based on the daily average
    balance for the amortized cost of securities. Tax exempt interest income is
    not presented on a tax equivalent basis.

(2) Includes fees on loans. The inclusion of loan fees does not have a material
    effect on the average interest rate.


                                       12
<PAGE>


DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (Continued)

<Table>
<Caption>

                                                              2001
                                           ------------------------------------------
                                             Average                         Average
                                             Balance         Interest          Rate
                                           -----------     -----------       --------
                                                     (Dollars in thousands)
<S>                                        <C>             <C>                <C>
ASSETS
Interest-earning assets
  Federal funds sold                       $     6,309     $       255           4.04%
  Interest-earning deposits in other
    financial institutions                       4,771             142           2.98
  Securities available for sale(1)              26,155           1,401           5.36
  FHLB stock                                     1,574             117           7.43
  Loans receivable(2)                          141,020          10,499           7.45
                                           -----------     -----------
   Total interest-earning assets(1)            179,829          12,414           6.90%

Noninterest-earning assets
  Cash and due from banks                       10,893
  Allowance for loan losses                     (2,094)
  Premises and equipment, net                    1,359
  Accrued interest receivable and
    other assets                                 1,603
                                           -----------

                                           $   191,590
                                           ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities
  Savings, NOW and money markets           $    66,338     $     2,258           3.40%
  Certificates of deposit                       47,929           2,354           4.91
  Federal funds purchased                          472              25           5.30
  Securities sold under agreements
    to repurchase                                8,016             222           2.77
  FHLB advances                                 30,910           1,741           5.63
                                           -----------     -----------
   Total interest-bearing liabilities          153,665           6,600           4.30%

Noninterest-bearing liabilities
  Demand deposits                               18,094
  Accrued interest payable and
    other liabilities                              286
                                           -----------
                                               172,045

Shareholders' equity                       $    19,545
                                           -----------

                                           $   191,590
                                           ===========

Net interest income/spread                                 $     5,814           2.60%
                                                           ===========

Net interest income as a percent
  of average interest earning assets(1)                                          3.23%
                                                                             ========
</Table>

----------

(1) Securities balances represent daily average balances for the fair value of
    securities. The average rate is calculated based on the daily average
    balance for the amortized cost of securities. Tax exempt interest income is
    not presented on a tax equivalent basis.

(2) Includes fees on loans. The inclusion of loan fees does not have a material
    effect on the average interest rate.

                                       13
<PAGE>


DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (Continued)

<Table>
<Caption>

                                                              2000
                                           ------------------------------------------
                                             Average                         Average
                                             Balance         Interest          Rate
                                           -----------     -----------       --------
                                                     (Dollars in thousands)
<S>                                        <C>             <C>                <C>
ASSETS
Interest-earning assets
  Federal funds sold                       $     3,398     $       212           6.24%
  Interest-bearing deposits in other
    financial institutions                         126               5           3.97
  Securities available for sale(1)              25,287           1,544           6.11
  FHLB stock                                       684              57           8.33
  Loans receivable(2)                          109,457           9,254           8.45
                                           -----------     -----------
   Total interest-earning assets(1)            138,952          11,072           7.93%

Noninterest-earning assets
  Cash and due from banks                        7,712
  Allowance for loan losses                     (1,598)
  Premises and equipment, net                    1,454
  Accrued interest receivable and
    other assets                                 1,297
                                           -----------

                                           $   147,817
                                           ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities
  Savings, NOW and money markets           $    56,023     $     2,857           5.10%
  Certificates of deposit                       38,759           2,312           5.97
  Federal funds purchased                          626              42           6.71
  Securities sold under agreements
    to repurchase                                6,998             311           4.44
  FHLB advances                                 13,278             768           5.78
                                           -----------     -----------
   Total interest-bearing liabilities          115,684           6,290           5.44%
                                                           -----------

Noninterest-bearing liabilities
  Demand deposits                               14,396
  Accrued interest payable and
    other liabilities                              257
                                           -----------
                                               130,337

Shareholders' equity                            17,480
                                           -----------

                                           $   147,817
                                           ===========

Net interest income/spread                                 $     4,782           2.49%
                                                           ===========

Net interest income as a percent
  of average interest earning assets(1)                                          3.43%
                                                                                 ====
</Table>

----------

(1) Securities balances represent daily average balances for the fair value of
    securities. The average rate is calculated based on the daily average
    balance for the amortized cost of securities. Tax exempt interest income is
    not presented on a tax equivalent basis.

(2) Includes fees on loans. The inclusion of loan fees does not have a material
    effect on the average interest rate.


                                       14
<PAGE>




DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL (Continued)

         The following tables set forth the effect of volume and rate changes on
interest income and expense for the periods indicated. For purposes of these
tables, changes in interest due to volume and rate were determined as follows:

         Volume Variance      -    change in volume multiplied by the previous
                                   year's rate.

         Rate Variance        -    change in rate multiplied by the previous
                                   year's volume.

         Rate/Volume Variance -    change in volume multiplied by the change in
                                   rate. This variance was allocated to volume
                                   variance and rate variance in proportion to
                                   the relationship of the absolute dollar
                                   amount of the change in each.

<Table>
<Caption>

                                           Total      Variance Attributable To      Total       Variance Attributable To
                                         Variance     ------------------------     Variance     ------------------------
                                         2002/2001      Volume         Rate        2001/2000      Volume         Rate
                                        ----------    ----------    ----------    ----------    ----------    ----------
                                                                         (In thousands)
<S>                                     <C>           <C>           <C>           <C>           <C>           <C>
INTEREST INCOME
   Federal funds sold                         (200)          (88)         (112)   $       43    $      136    $      (93)
   Interest-bearing deposits in other
     financial institutions                    (39)           22           (61)          137           139            (2)
   Securities available for sale               264           643          (379)         (143)           52          (195)
   FHLB stock                                   (7)           17           (24)           60            67            (7)
   Loans receivable                           (268)        1,631        (1,899)        1,245         2,443        (1,198)
                                        ----------    ----------    ----------    ----------    ----------    ----------
                                              (250)        2,225        (2,475)        1,342         2,837        (1,495)

INTEREST EXPENSE
   Savings, NOW and money markets             (925)          707        (1,632)         (599)          464        (1,063)
   Certificates of deposit                    (755)          (60)         (695)           42           492          (450)
   Federal funds purchased                       6            30           (24)          (17)           (9)           (8)
   Securities sold under agreements
     to repurchase                            (121)           59          (180)          (89)           40          (129)
   FHLB advances                               107           229          (122)          973           994           (21)
                                        ----------    ----------    ----------    ----------    ----------    ----------
                                            (1,688)          965        (2,653)          310         1,981        (1,671)
                                        ----------    ----------    ----------    ----------    ----------    ----------

NET INTEREST INCOME                     $    1,438    $    1,260    $      178    $    1,032    $      856    $      176
                                        ==========    ==========    ==========    ==========    ==========    ==========
</Table>


                                                           15
<PAGE>




INVESTMENT PORTFOLIO

         The carrying value of securities available for sale as of December 31
are summarized as follows:

<Table>
<Caption>

                                                       2002      2001      2000
                                                     -------   -------   -------
                                                            (In thousands)
<S>                                                  <C>       <C>       <C>
U.S. Government and federal agencies                 $26,640   $29,353   $20,280
Obligations of states and
  political subdivisions                               6,592     4,980     2,759
Corporate bonds                                          469     5,135      --
Mortgage backed securities                             4,838     5,661      --
Marketable equity securities                              41        43       133
                                                     -------   -------   -------

                                                     $38,580   $45,172   $23,172
                                                     =======   =======   =======
</Table>


The maturity distribution and weighted average interest rates of debt securities
available for sale at December 31, 2002 are shown in the following table.
Securities that are not due at a single maturity date are not shown.

<Table>
<Caption>


                                                                       Maturing
                        ------------------------------------------------------------------------------------------------------
                                                                (Dollars in thousands)

                                                           After One Year         After Five Years
                                   Within                    But Within              But Within                   After
                                  One Year                   Five Years              Ten Years                  Ten Years
                                  --------                 --------------         ----------------              ---------
                          Amount           Rate      Amount           Rate      Amount         Rate       Amount          Rate
                        ----------         ----    ----------         ----    ----------       ----     ----------        ----
<S>                     <C>                <C>     <C>                <C>     <C>              <C>      <C>               <C>
U.S. Government and
  federal agencies          10,119         3.54%       16,521         3.77%         --           --           --           --
Obligations of states
  and political
  subdivisions                --           --           3,119         4.00         3,473         4.39         --           --
Corporate bonds               --           --             247         3.22          --           --            222         2.92
                        ----------                 ----------                 ----------                ----------

                        $   10,119                 $   19,887                 $    3,473                $      222
                        ==========                 ==========                 ==========                ==========
</Table>

         The weighted average interest rates are based on coupon rates for
securities purchased at par value and on effective interest rates considering
amortization or accretion if the securities were purchased at a premium or
discount.

         Excluding those holdings of the investment portfolio in U.S. Treasury
securities and other agencies of the U.S. Government, there were no securities
of any one issuer, which exceeded 10% of the shareholders' equity of the Company
at December 31, 2002.



                                       16
<PAGE>



LOAN PORTFOLIO


         TYPES OF LOANS. Total loans on the balance sheet are comprised of the
following classifications at December 31 for the years indicated:

<Table>
<Caption>

                                 2002         2001         2000         1999        1998
                              ----------   ----------   ----------   ----------   ----------
                                                      (In thousands)
<S>                              <C>       <C>          <C>          <C>          <C>
Commercial                       122,280   $   96,953   $   89,721   $   56,591   $   33,202
Residential real estate
  mortgage                        64,674       42,583       34,223       26,571       13,925
Installment loans to
  Individuals                      5,130        7,426        7,749        3,161        1,636
                              ----------   ----------   ----------   ----------   ----------

                              $  192,084   $  146,962   $  131,693   $   86,323   $   48,763
                              ==========   ==========   ==========   ==========   ==========
</Table>

         CONCENTRATIONS OF CREDIT RISK. The Company grants commercial,
residential real estate mortgage and installment loans to individuals mainly in
our market area. Commercial loans include loans collateralized by business
assets. At December 31, 2002, commercial loans make up approximately 63.6% of
the loan portfolio and the loans are expected to be repaid from cash flow from
operations of businesses. Commercial loans concentrated in real estate
development and investment totaled $11.3 million or 5.9% of total loans at
December 31, 2002. Residential real estate mortgage loans make up approximately
33.7% of the loan portfolio and are collateralized by residential real estate.
Installment loans to individuals make up approximately 2.7% of the loan
portfolio and are primarily collateralized by consumer assets.

         MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES. The
following table shows the amounts of commercial loans outstanding as of December
31, 2002, based on remaining scheduled repayments of principal, are due in the
periods indicated. Also, the amounts have been classified according to
sensitivity to changes in interest rates for commercial loans due after one
year. (Variable-rate loans are those loans with floating or adjustable interest
rates.)

<Table>
<Caption>

                                                                    2002
                                                                 ----------
                                                               (In thousands)
<S>                                                            <C>
Maturing
Within one year                                                  $   39,475
After one year but within five years                                 54,639
After five years                                                     28,166
                                                                 ----------

                                                                 $  122,280
                                                                 ==========
</Table>

<Table>
<Caption>

                                                     Commercial Loan Interest Sensitivity
                                                     ------------------------------------
                                                                    2002
                                                                 ----------
                                                               (In thousands)

                                                       Fixed      Variable
                                                       Rate         Rate         Total
                                                    ----------   ----------   ----------
<S>                                                 <C>          <C>          <C>
Due after one year but within five years            $   36,966   $   17,673   $   54,639
Due after five years                                     9,977       18,189       28,166
                                                    ----------   ----------   ----------

                                                    $   46,943   $   35,862   $   82,805
                                                    ==========   ==========   ==========
</Table>



                                       17
<PAGE>

LOAN PORTFOLIO (Continued)

RISK ELEMENTS

         NONACCRUAL, PAST DUE, RESTRUCTURED AND IMPAIRED LOANS. The following
schedule summarizes nonaccrual, past due, restructured and impaired loans at
December 31:

<Table>
<Caption>

                                                     2002       2001       2000       1999       1998
                                                   --------   --------   --------   --------   --------
                                                                      (In thousands)
<S>                                                <C>        <C>        <C>        <C>        <C>
Loans accounted for on a nonaccrual
basis                                              $   --     $   --     $   --     $   --     $   --

Accruing loans which are
contractually past due 90 days or
more as to interest or principal
payments                                               --         --         --         --         --

Loans which are "Troubled Debt
Restructurings" as defined by
Statement of Financial Accounting
Standards No. 15                                       --         --         --         --         --

Other loans defined as "impaired"                      --         --         --         --         --
                                                   --------   --------   --------   --------   --------
                                                   $   --     $   --     $   --     $   --     $   --
                                                   ========   ========   ========   ========   ========
</Table>


         Management believes the allowance for loan losses at December 31, 2002
is adequate to absorb any losses on nonperforming loans, as the allowance
balance is maintained by management at a level considered adequate to cover
probable losses incurred based on past loss experience, general economic
conditions, information about specific borrower situations including their
financial position and collateral values, and other factors and estimates which
are subject to change over time.

<Table>
<Caption>

                                                                              2002
                                                                           ----------
                                                                          (In thousands)

<S>                                                                        <C>
Gross interest income that would have been recorded
in 2002 on nonaccrual loans outstanding at
December 31, 2002 if the loans had been current, in
accordance with their original terms and had been
outstanding throughout the period or since
origination if held for part of the period                                 $     --

Interest income actually recorded on nonaccrual loans
and included in net income for the period                                        --
                                                                           ----------

Interest income not recognized during the period                           $     --
                                                                           ==========
</Table>


                                       18
<PAGE>


LOAN PORTFOLIO (Continued)

         DISCUSSION OF THE NONACCRUAL POLICY

         The accrual of interest income is discontinued when the collection of a
loan or interest, in whole or in part, is doubtful. When interest accruals are
discontinued, interest income accrued in the current period is reversed. While
loans which are past due 90 days (180 days for residential real estate loans) or
more as to interest or principal payments are considered for nonaccrual status,
management may elect to continue the accrual of interest when the estimated net
realizable value of collateral, in management's judgment, is sufficient to cover
the principal balance and accrued interest.

         POTENTIAL PROBLEM LOANS.

         As of December 31, 2002, there are approximately $9.8 million of loans
on our internal watchlist. Watchlist credits are loans that are monitored more
closely due to current financial performance of the borrowers or where
management has modest concern on the ability of the borrowers to comply with the
present loan repayment terms. Management believes that such loans will not
materially impact future operating results, liquidity, or capital resources.

         FOREIGN OUTSTANDINGS.

         None

         LOAN CONCENTRATIONS.

         None

         OTHER INTEREST-BEARING ASSETS.

         There are no other interest-bearing assets as of December 31, 2002.



                                       19
<PAGE>



SUMMARY OF LOAN LOSS EXPERIENCE

         The following schedule presents an analysis of the allowance for loan
losses, average loan data and related ratios for the years ended December 31:

<Table>
<Caption>

                                                    2002         2001         2000         1999         1998
                                                 ----------   ----------   ----------   ----------   ----------
                                                                    (Dollars in thousands)
        LOANS
<S>                                              <C>          <C>          <C>          <C>          <C>
                Loans outstanding at end
                  of period                      $  192,084   $  146,962   $  131,693   $   86,323   $   48,763
                                                 ==========   ==========   ==========   ==========   ==========

                Average loans outstanding
                  during period                  $  164,943   $  141,020   $  109,457   $   67,884   $   32,955
                                                 ==========   ==========   ==========   ==========   ==========

ALLOWANCE FOR LOAN LOSSES

                Balance at beginning of period   $    2,274   $    1,852   $    1,270   $      752   $      360

                Loans charged-off
                    Commercial                         --           --           --           --           --
                    Residential real estate
                      mortgage                         --           --           --           --           --
                    Installment loans to
                      individuals                      --           --           --           --           --
                                                 ----------   ----------   ----------   ----------   ----------
                Recoveries of loans previously
                  charged-off
                    Commercial                         --           --           --           --           --
                    Residential real estate
                      mortgage                         --           --           --           --           --
                    Installment loans to
                      individuals                      --           --           --           --           --
                                                 ----------   ----------   ----------   ----------   ----------

        Net loans charged-off                          --           --           --           --           --
        Provision for loan losses                       716          422          582          518          392
                                                 ----------   ----------   ----------   ----------   ----------
        Balance at end of period                 $    2,990   $    2,274   $    1,852   $    1,270   $      752
                                                 ==========   ==========   ==========   ==========   ==========

        Ratio of net charge-offs during the
          period to average loans outstanding
          during the period                              --%          --%          --%          --%          --%
                                                 ==========   ==========   ==========   ==========   ==========
</Table>

         The allowance for loan losses balance and the provision for loan losses
are determined by management based upon periodic reviews of the loan portfolio.
In addition, as the Company does not have an established charge-off history,
management considered the level of charge-offs on loans experienced by peer
financial institutions having loan portfolio mix and risk characteristics
similar to the Company's loan portfolio mix and risk characteristics. Estimating
the risk of loss and the amount of loss is necessarily subjective. Accordingly,
the allowance is maintained by management at a level considered adequate to
cover losses that are currently anticipated based on past loss experience,
general economic conditions, information about specific borrower situations
including their financial position and collateral values and other factors and
estimates which are subject to change over time.


                                       20
<PAGE>


SUMMARY OF LOAN LOSS EXPERIENCE (Continued)

         The following schedule is a breakdown of the allowance for loan losses
allocated by type of loan and related ratios at December 31:

<Table>
<Caption>


                                                     Allocation of the Allowance for Loan Losses
                       ------------------------------------------------------------------------------------------------------
                                2002                     2001                      2000                       1999
                       ----------------------   ----------------------    ----------------------    -------------------------
                                  Percentage of            Percentage of             Percentage of              Percentage of
                                     Loans In                Loans In                  Loans In                   Loans In
                                       Each                    Each                      Each                       Each
                                     Category                Category                  Category                   Category
                       Allowance     to Total   Allowance    to Total     Allowance    to Total     Allowance     to Total
                         Amount       Loans       Amount       Loans        Amount       Loans        Amount        Loans
                       ---------  ------------- ---------  -------------  ---------  -------------  ---------   -------------
                                                               (Dollars in thousands)
<S>                    <C>        <C>           <C>        <C>    <C>                <C>            <C>         <C>
Commercial                 1,818         63.6   $   1,616         65.9%   $   1,302         68.1%   $     873         65.5%
Residential real
  estate mortgage            367         33.7         252         29.0          201         26.0          140         30.8
Installment loans to
  Individuals                186          2.7         249          5.1          110          5.9           70          3.7
Unallocated                  619         --           157         --            239         --            187         --
                       ---------    ---------   ---------    ---------    ---------    ---------    ---------    ---------

                       $   2,990          100%  $   2,274          100%   $   1,852        100.0%   $   1,270        100.0%
                       =========    =========   =========    =========    =========    =========    =========    =========
</Table>

         While management's periodic analysis of the adequacy of the allowance
for loan losses may allocate portions of the allowance for specific problem loan
situations, the entire allowance is available for any loan charge-offs that
occur.

DEPOSITS

         The average amount of deposits and average rates paid are summarized as
follows for the years ended December 31:

<Table>
<Caption>

                                             2002                        2001                          2000
                                --------------------------   --------------------------   ---------------------------

                                  Average          Average     Average          Average     Average           Average
                                  Amount            Rate       Amount            Rate       Amount              Rate
                                -----------        -------   -----------        -------   -----------         -------
                                                               (Dollars in thousands)
<S>                             <C>                <C>       <C>                <C>       <C>                 <C>
Savings, NOW and money
  markets                            93,707          1.42%   $    66,338          3.40%   $    56,023          5.10%
Certificates of deposits             46,676          3.43         47,929          4.91         38,759          5.97
Demand deposits (noninterest-
  bearing)                           21,762          --           18,094          --           14,396          --
                                -----------                  -----------                  -----------

                                $   162,145                  $   132,361                  $   109,178
                                ===========                  ===========                  ===========
</Table>

         Maturities of time certificates of deposit and other time deposits of
$100,000 or more outstanding at December 31, 2002 are summarized as follows:

<Table>
<Caption>

                                                                          2002
                                                                         Amount
                                                                         ------
                                                                      (In thousands)
<S>                                                                   <C>
        Three months or less                                             $12,556
        Over three months and through six months                           7,426
        Over six months and through twelve months                          3,770
        Over twelve months                                                 4,039
                                                                         -------
                                                                         $27,791
                                                                         =======
</Table>


                                       21
<PAGE>


RETURN ON EQUITY AND ASSETS

         The ratio of net income to average shareholders' equity and average
total assets and certain other ratios are as follows:

<Table>
<Caption>

                                             2002            2001            2000
                                         ------------    ------------    ------------
                                                    (Dollars in thousands)
<S>                                      <C>             <C>             <C>
Average total assets                     $    231,500    $    191,590    $    147,817
                                         ============    ============    ============

Average shareholders'
  equity(1)                              $     21,145    $     19,545    $     17,480
                                         ============    ============    ============
*
Net income                               $      1,683    $      1,275    $      1,022
                                         ============    ============    ============

Cash dividends declared                  $       --      $       --      $       --
                                         ============    ============    ============

Return on average total assets                    .73%            .67%            .69%

Return on average shareholders' equity           7.96%           6.52%           5.85%

Dividend payout percentage                         --%             --%             --%

Average shareholders'
  equity to average total assets                 9.13%          10.20%          11.83%
</Table>

----------

(1) Net of average unrealized appreciation or depreciation on securities
    available for sale.

SHORT-TERM BORROWINGS

         The Company had securities sold under agreements to repurchase for
which the average balance outstanding during the reported periods was 30 percent
or more of shareholders' equity at the end of each reported period. The required
disclosures are incorporated by reference and can be located in Note 6 of the
consolidated financial statements.

ITEM 2.  DESCRIPTION OF PROPERTY.

         We purchased the building and land for our main office for $800,000 in
May, 1999. This facility serves as our main office as well as our corporate
headquarters and is located at 3820 Edison Lakes Parkway, Mishawaka, Indiana.
The premises consist of a 9,600 square foot, two-story brick building
constructed in 1988 with parking for approximately 57 vehicles. The building is
located on a major thoroughfare in Mishawaka, approximately two miles south of
Interstate 80 and near the city's population center.

         We have four interior teller stations and a night depository facility.
We believe the facility will be adequate to meet our needs for the foreseeable
future. We believe that the building is adequately covered by insurance.


                                       22
<PAGE>




ITEM 3.  LEGAL PROCEEDINGS.

         As a depository of funds, we may occasionally be named as a defendant
in lawsuits (such as garnishment proceedings) involving claims to the ownership
of funds in particular accounts. Such litigation is incidental to our business.

         We are not aware of any pending litigation against us.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted during the fourth quarter of 2002 to a vote
of the Company's shareholders.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our common stock was held by approximately 123 holders of record as of
February 28, 2003. At the time of filing of this report, the common stock was
quoted on the OTC Bulletin Board under the symbol "SJOE." The common stock has
been approved for quotation on the Nasdaq SmallCap Market and we anticipate that
it will be quoted by Nasdaq in the near future. To date there has been no
regular and liquid market for the common stock, and there can be no assurance
that a regular and liquid trading market will develop in the foreseeable future.

         The following table shows, for the periods indicated, the high and low
trades per share of transactions in our common stock as quoted on the OTC
Bulletin Board. Other private transactions may have occurred during the periods
indicated of which we have no knowledge. The following prices represent
inter-dealer prices without retail markups, markdowns or commissions.

<Table>
<Caption>

                                                               Per Share              Per Share
                                                                 Prices               Dividends
                                                                 High        Low      Declared
                                                               ---------  --------    ---------
<S>                                                            <C>        <C>         <C>
     2001

March 31, 2001                                                 $  17.38   $  12.00       --
June 30, 2001                                                     14.50      13.00       --
September 30, 2001                                                14.80      12.60       --
December 31, 2001                                                 13.10      11.05       --

     2002

March 31, 2002                                                 $  16.50   $  13.00       --
June 30, 2002                                                     19.25      15.55       --
September 30, 2002                                                22.25      18.40       --
December 31, 2002                                                 19.90      17.10       --
</Table>

         No cash or other dividends were declared or paid during the fiscal
years ended December 31, 2002 or 2001. We expect that all Company and Bank
earnings will be retained to finance our growth and that no cash dividends will
be paid for the foreseeable future.


                                       23
<PAGE>


         The Company's ability to pay dividends to stockholders is largely
dependent upon the dividends it receives from the Bank, and the Bank is subject
to regulatory limitations on the amount of cash dividends it may pay. See
"Business - Supervision and Regulation - The Company - Dividend Payments" and
"Business - Supervision and Regulation - The Bank - Dividend Payments" for a
more detailed description of these limitations.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

         St. Joseph was formed in February 1996 for the purpose of organizing
the Bank. We opened for business in February 1997 with $10.0 million in assets
and have grown to approximately $253.8 million as of December 31, 2002.
Management anticipates that, as a result of the general slowing of the economy
in the Michiana area, growth in assets will slow from this rate. However, we
believe that the Michiana economy will still grow at a moderate pace and we do
expect that our assets will as well.

         The following discussion provides additional information regarding our
operations and financial condition for the years ended December 31, 2002, 2001,
and 2000. The objective of this financial review is to enhance the reader's
understanding of the accompanying consolidated financial statements and the
related notes thereto presented elsewhere in this report.

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

         This document (including information incorporated by reference)
contains, and future oral and written statements of the company and our
management may contain, forward-looking statements, within the meaning of such
term in the Private Securities Litigation Reform Act of 1995, with respect to
our financial condition, results of operations, plans, objectives, future
performance and business. Forward-looking statements, which may be based upon
beliefs, expectations and assumptions of our management and on information
currently available to management, are generally identifiable by the use of
words such as "believe," "expect," "anticipate," "plan," "intend," "estimate,"
"may," "will," "would," "could," "should" or other similar expressions.
Additionally, all statements in this document, including forward-looking
statements, speak only as of the date they are made, and we undertake no
obligation to update any statement in light of new information or future events.

         Our ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors that could have a material adverse
effect on the operations and future prospects of the Company and its
subsidiaries include, but are not limited to, the following:

    o    The strength of the United States economy in general and the strength
         of the local economies in which we conduct our operations which may be
         less favorable than expected and may result in, among other things, a
         deterioration in the credit quality and value of our assets.

    o    The economic impact of past and any future terrorist attacks, acts of
         war or threats thereof and the response of the United States to any
         such threats and attacks.

    o    The effects of, and changes in, federal, state and local laws,
         regulations and policies affecting banking, securities, insurance and
         monetary and financial matters.

    o    The effects of changes in interest rates (including the effects of
         changes in the rate of prepayments of our assets) and the policies of
         the Board of Governors of the Federal Reserve System.

    o    Our ability to compete with other financial institutions as effectively
         as we currently intend due to increases in competitive pressures in the
         financial services sector.

    o    Our inability to obtain new clients and to retain existing clients.


                                       24
<PAGE>


    o    The timely development and acceptance of products and services,
         including products and services offered through alternative delivery
         channels such as the Internet.

    o    Technological changes implemented by us and by other parties, including
         third party vendors, which may be more difficult or more expensive than
         anticipated or which may have unforeseen consequences to us and our
         clients.

    o    Our ability to develop and maintain secure and reliable electronic
         systems.

    o    Our ability to retain key executives and employees and the difficulty
         that we may experience in replacing key executives and employees in an
         effective manner.

    o    Consumer spending and saving habits which may change in a manner that
         affects our business adversely.

    o    Business combinations and the integration of acquired businesses that
         may be more difficult or expensive than expected.

    o    The costs, effects and outcomes of existing or future litigation.

    o    Changes in accounting policies and practices, as may be adopted by
         state and federal regulatory agencies and the Financial Accounting
         Standards Board.

    o    Our ability to manage the risks associated with the foregoing as well
         as anticipated.

         These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Additional information concerning us and our business including
other factors that could materially affect our financial results, is included in
our filings with the Securities and Exchange Commission.

CRITICAL ACCOUNTING POLICIES

         As described under "regulation and supervision," the banking industry
is highly regulated. Furthermore, the nature of the banking industry is such
that, other than described below, the use of estimates and management judgment
are not likely to present a material risk to the financial statements. In cases
where estimates or management judgment are required, internal controls and
processes are established to provide assurance that such estimates and
management judgments are materially correct to the best of management's
knowledge.

         ALLOWANCE FOR LOAN LOSSES. Accounting for loan classifications, accrual
status, and determination of the allowance for loan losses is based on
regulatory guidance. This guidance includes, but is not limited to, generally
accepted accounting principles, the uniform retail credit classification and
account management policy issued by the Federal Financial Institutions
Examination Council, and the joint policy statement on the allowance for loan
losses methodologies issued by the Federal Financial Institutions Examination
Council. Accordingly, the allowance for loan losses includes a reserve
calculation based on an evaluation of loans determined to be impaired, risk
ratings, historical losses, loans past due, and other subjective factors.

FINANCIAL CONDITION

DECEMBER 31, 2002 COMPARED WITH DECEMBER 31, 2001

         During the twelve-month period of 2002, our assets increased from
$214.8 million on December 31, 2001, to $253.8 million on December 31, 2002.
This represents a total increase in assets of $39.0 million, or 18.2%. The asset
growth was comprised primarily of a $44.4 million increase in net loans offset
by a reduction of $6.6 million in available for sale securities. The increase in
assets was primarily funded by a $24.4 million growth in deposits and an
increase of $12.5 million in Federal Home Loan Bank advances.


                                       25
<PAGE>


         CASH AND CASH EQUIVALENTS. Cash and cash equivalents increased by a
modest $.9 million to $20.9 million at December 31, 2002 from $20.0 million at
December 31, 2001. Cash and due from banks represented cash maintained at
correspondent banks, in the form of demand deposits as well as cash maintained
at the Federal Reserve Bank of Chicago. Cash and due from banks increased $1.0
million to $20.5 million at December 31, 2002 from $19.5 million at December 31,
2001. The 4.8% increase in cash and due from banks was primarily due to the
increased size of our daily cash letter as well as the increased required
reserve balance at the Federal Reserve Bank of Chicago and correspondent banks,
all of which are due to the growth in the overall size of the bank. At December
31, 2002 and 2001, we had no federal funds sold.

         INVESTMENT PORTFOLIO. Securities available for sale and FHLB stock
totaled $40.7 million at December 31, 2002, which represented a decrease of $6.1
million or 13.0% from December 31, 2001. The decrease was a result of available
for sale securities being sold to fund the growth of the loan portfolio as well
as normal maturities and calls.

         All securities have been classified as available for sale. Securities
available for sale represent those securities that we may decide to sell if
needed for liquidity, asset/liability management or other reasons. Such
securities are reported at fair value with unrealized gains and losses included
as a separate component of shareholders' equity, net of tax. The unrealized gain
on the securities portfolio, net of taxes was $.6 million at December 31, 2002,
and $.1 million at December 31, 2001. The increase in the unrealized gain on the
securities portfolio was due to the decreases in market interest rates.

         LOAN PORTFOLIO. Loans receivable net of allowance was $189.1 million at
December 31, 2002 reflecting a $44.4 million increase or 30.7% from $144.7
million at December 31, 2001. Commercial loans increased by $25.3 million during
2002 and totaled $122.3 million, or 63.7% of the total loan portfolio. The
continued significant concentration of the loan portfolio in commercial loans
and the continued future growth of this portion of our lending business is
consistent with our stated strategy of focusing on small to mid size businesses.
Management anticipates this growth to continue as additional relationships are
developed as a result of current calling efforts and the addition of new lending
personnel. Our deposit accounts related to our commercial lending business
generate the greatest amount of local deposits, and are the primary source of
demand deposits.

         Residential mortgage loans also increased by $22.1 million and consumer
loans decreased by $2.3 million during 2002. As of December 31, 2002, these loan
types totaled a combined $69.8 million, or 36.3% of the total loan portfolio.
Although residential mortgage loan and consumer loan portfolios have generally
increased from year to year, and are expected to continue to increase in future
periods, given our stated strategy, the commercial sector of the lending efforts
and resultant assets are expected to remain the dominant loan portfolio
category.

         The quality of our loan portfolio remains strong. We have not
experienced any charge-offs since inception. We believe we have instilled a very
strong credit culture within our lending department as it pertains to the
underwriting and administration processes. Over 92.4% of the loan portfolio
consists of loans extended directly to companies and individuals doing business
and residing within our market area or having strong, long-standing ties to
management. The remaining portion is comprised of commercial loans participated
with certain non-affiliated commercial banks outside of our immediate area,
which are underwritten using the same loan underwriting criteria as though our
bank was the originating bank.

         The economy in our market area continued to be slow during 2002. During
this period we have grown and have maintained our interest rate spread, while
experiencing no significant change in asset quality or in non-performing loan
totals. However, a continued slowing of the economy could result in some
increase in problem assets, which could possibly result in some increase in
losses on loans.


                                       26
<PAGE>


         Along with other financial institutions, management shares a concern
for the possible continued softening of the economy in 2003. Should the economic
climate remain sluggish, borrowers may experience difficulty, and the level of
non-performing loans, charge-offs, and delinquencies could rise and require
further increases in the provision for loan losses.

         The allowance for loan losses balance and the provision for loan losses
are determined by management based upon periodic reviews of the loan portfolio.
In addition, as we do not have an established charge-off history, management
considers the level of charge-offs experienced by peer financial institutions
having loan portfolio mix and risk characteristics similar to our loan portfolio
mix and risk characteristics. Estimating the risk of loss and the amount of loss
is necessarily subjective. Accordingly, the allowance is maintained by
management at a level considered adequate to cover losses that are currently
anticipated based on past loss experience, general economic conditions,
information about specific borrower situations including their financial
position and collateral values and other factors and estimates which are subject
to change over time.

         While management's periodic analysis of the adequacy of the allowance
for loan losses may allocate portions of the allowance for specific problem loan
situations, the entire allowance is available for any loan charge-offs that
occur.

         DEPOSITS. Deposits increased $24.4 million or 15.9% to $177.7 million
at December 31, 2002 from $153.3 million at December 31, 2001. Certificates of
deposit, which comprised 22.3% of total deposits, increased $1.7 million during
2002. Savings, NOW and money market accounts, which comprised 60.8% of total
deposits, increased $22.5 million during 2002. Non-interest bearing deposits
remained stable during the period and represents 16.9% of total deposits. To
date, we have been successful in attracting and retaining client relationships,
which has provided a significant portion of the funding needed to grow the loan
portfolio. We have not been reliant on brokered deposits and have accepted only
$10.0 million in brokered certificates of deposit. The increase in deposits
continues to be the result of the uncertainty in the economy as a result of
possible terrorist attacks and military action in the Middle East or elsewhere,
as well as our ongoing marketing efforts. Management also believes the increase
was attributable to our ability to offer more personalized service than the
competition.

         FHLB ADVANCES. FHLB advances increased by $12.5 million to $43.1
million at December 31, 2002 from $30.6 million at December 31, 2001. As of
December 31, 2002, we held $2.2 million of FHLB stock. The increases in FHLB
advances primarily resulted as we used FHLB advances for loan matching, for
hedging against the possibility of rising interest rates and general liquidity
purposes.

LIQUIDITY

         Liquidity relates primarily to our ability to fund loan demand, meet
deposit clients' withdrawal requirements and provide for operating expenses.
Assets used to satisfy these needs consist of cash and due from banks, federal
funds sold, interest-bearing deposits in other financial institutions and
securities available for sale. These assets are commonly referred to as liquid
assets. Liquid assets were $59.5 million at December 31, 2002 compared to $65.2
million at December 31, 2001.

         The statements of cash flows for the periods presented provide an
indication of our sources and uses of cash as well as an indication of our
ability to maintain an adequate level of liquidity. A discussion of the
statements of cash flows for 2002, 2001 and 2000 follows.

         During all periods presented, we experienced a net increase in cash
from operating activities. Net cash from operating activities was $2.6 million
during 2002 compared to $1.4 million during 2001 and $1.5 million for 2000. The
increase in cash from operating activities was primarily a result of our ability
to generate net income of $1.7 million in 2002, $1.3 million in 2001 and $1.0
million in 2000.


                                       27
<PAGE>


         For 2002, 2001 and 2000, we experienced a net decrease in net cash from
investing activities. Net cash from investing activities was $(38.3) million,
$(37.2) million, and $(39.4) million for 2002, 2001 and 2000, respectively. The
changes in net cash from investing activities include purchases, sales,
maturities and calls of securities available for sale, growth in loans
receivable and purchases of premises and equipment.

         Net cash flow from financing activities was $36.6 million, $36.3
million, and $44.2 million for 2002, 2001, and 2000, respectively. In 2002, the
increase was primarily attributable to the growth in deposits and net Federal
Home Loan Bank advances of $24.4 million, and $12.5 million, respectively. In
2001, the increase was primarily attributable to the growth in total deposits,
net Federal Home Loan Bank advances and securities sold under agreement to
repurchase of $30.9 million, $3.0 million, and $2.4 million, respectively. In
2000, the increase was primarily attributable to the growth in total deposits
and net Federal Home Loan Bank advances of $24.2 million, and $20.1 million,
respectively.

CONTRACTUAL OBLIGATIONS

<Table>
<Caption>

                                                       Payments Due by Period
                                                            (Dollars in
                                                             Thousands)

                                                 Less than     1 - 3       4 - 5      After 5
                                       Total       1 year      years       years       years
                                     ---------   ---------   ---------   ---------   ---------
<S>                                  <C>         <C>         <C>         <C>         <C>
Certificates of deposit              $  39,692   $  34,033   $   2,818   $   2,841   $    --
FHLB advances                           43,070       4,550      10,520       7,500      20,500
                                     ---------   ---------   ---------   ---------   ---------
Total contractual cash obligations
                                     $  82,762   $  38,583   $  13,338   $  10,341   $  20,500
</Table>

         The long-term debt obligations consist of certificates of deposit and
advances from the Federal Home Loan Bank. The above schedule represents
principal payments only and does not include interest.

         To meet future liquidity needs, we have additional borrowing capacity
at the Federal Home Loan Bank. To date, we have not participated in the expanded
commercial collateral program with the FHLB, which will provide for additional
borrowing capacity. In addition to FHLB borrowings, we have the availability to
increase brokered deposits as well as selling residential loans on the secondary
market and participating commercial loans to correspondent banks.

CAPITAL RESOURCES

         Retained earnings at December 31, 2002 was $3.2 million compared to
$1.5 million at December 31, 2001. The increase in retained earnings was equal
to our net income of $1.7 million for 2002.

         Accumulated other comprehensive income, net of tax from net unrealized
gains on securities available for sale, was $.6 million as of December 31, 2002
as compared to $.1 million as of December 31, 2001. The improvement since
December 31, 2001 was attributable to an increase in the fair value of the
securities available for sale due to falling interest rates.

         Total shareholders' equity was $22.1 million as of December 31, 2002,
an increase of $2.1 million from $20.0 million as of December 31, 2001. The
increase resulted from the increase in the net income for the year as well as
the increase in the net unrealized gain on securities available for sale, net of
tax and the proceeds from the issuance of common stock upon the exercise of
stock options.


                                       28
<PAGE>

         The components of total risk-based capital are Tier 1 capital and Tier
2 capital. Tier 1 capital is total shareholders' equity less intangible assets.
Tier 2 capital is Tier 1 capital plus a portion of the allowance for loan
losses. The allowance for loan losses is includable in Tier 2 capital up to a
maximum of 1.25% of risk-weighted assets. The net unrealized appreciation
(depreciation) on securities available for sale, net of tax, is not considered
in meeting regulatory capital requirements. The tables in Note 12 of the notes
to consolidated financial statements provide the minimum regulatory capital
requirements and the actual capital ratios at December 31, 2002 and 2001. The
Company and the Bank were considered well capitalized and all regulatory capital
requirements were met at December 31, 2002 and 2001.

         As of December 31, 2002 management was not aware of any current
recommendations by the banking regulatory authorities which, if they were to be
implemented, would have, or are reasonably likely to have, a material adverse
effect on the Company's liquidity, capital resources or operations.

RESULTS OF OPERATIONS

2002 COMPARED WITH 2001 AND 2000

         OVERVIEW. Consolidated net income for the year ended December 31, 2002
was $1.7 million as compared to $1.3 million and $1.0 million for 2001 and 2000,
respectively, for an increase of $.4 million or 32.0% over 2001 and $.7 million
or 64.7% over 2000. Income per common share for 2002 increased to $1.00 basic
and $.98 diluted from a $.76 basic and $.75 diluted income per common share and
$.61 basic and $.60 diluted income per common share for 2001 and 2000,
respectively. The increase in net income for 2002 and 2001 as compared to the
prior years was comprised of increases in net interest income after provision
for loan losses of $1.1 million or 21.2% for 2002 and $1.2 million or 28.5% for
2001 and an increase in noninterest income of $.2 million or 29.6% for 2002 and
$.5 million or 225.9% for 2001, reduced by an increase in noninterest expense of
$.7 million or 16.7% for 2002 and $.9 million or 28.3% for 2001 and reduced by
an increase in income tax expense. Income tax expense for 2002 was $1.0 million
compared to $.7 million in 2001 and $.2 million in 2000.

         INTEREST INCOME. Interest income during 2002 was $12.2 million, a 2.0%
decrease from the $12.4 million earned during 2001. Interest income during 2001
increased $1.3 million, a 12.1% increase over the $11.1 million earned during
2000. In 2000 and 2001, the growth that was obtained in interest income was
attributable to greater average outstanding balances in interest earning assets,
principally loans receivable. In 2002, earning assets averaged $216.2 million,
an increase from average earning assets of $179.8 million in 2001 and $139.0
million in 2000. Interest income during 2002 was negatively impacted by the
decline in the yield on earning assets from 2001 and 2000. During 2002, 2001 and
2000, the weighted average yield on earning assets was 5.63%, 6.90%, and 7.93%,
respectively. The continued decrease in yields during 2002 was a result of
further reductions in market interest rates due to the sustained weakness of the
economy. The decrease in yields in 2001 was primarily due to the overall decline
of market interest rates during the first nine months, in part evidenced by the
475 basis point drop in the prime rate since January 3, 2001. Interest income
should grow as the loan portfolio and other interest earning assets increase.

         INTEREST EXPENSE. Interest expense during 2002 was $4.9 million, a
25.6% decrease over the $6.6 million expensed during 2001. Interest expense
during 2001, increased $.3 million or 4.9% over the $6.3 million expensed during
2000. During 2002, interest-bearing liabilities averaged $187.9 million, which
was higher than the average interest-bearing funds of $153.7 million and $115.7
million in 2001 and 2000, respectively. Positively impacting interest expense
for 2002 compared to 2001 and 2000 was the decline in the cost of
interest-bearing funds due to the decline in market rates as mentioned
previously. During 2002, 2001 and 2000, interest-bearing liabilities had a
weighted average rate of 2.61%, 4.30% and 5.44%, respectively. The decline in
market interest rates during 2002 and 2001 resulted in a substantial decline in
the cost of funds during 2002 as compared to 2001 and 2000.


                                       29
<PAGE>

         NET INTEREST INCOME. Net interest income during 2002 was $7.3 million,
an increase of 24.7% over the $5.8 million earned during 2001. The net interest
spread has increased from 2.60% during 2001 and 2.49% during 2000, to 3.02% in
2002. Although our bank experienced significant asset growth during 2002
compared to 2001, the net interest spread increased as a result of the bank's
ability to lower deposits rates to offset the decrease in asset yields. This
outcome is further supported by the results of the net interest income
simulation analysis completed as of December 31, 2002, as presented and
discussed under the heading management of interest sensitivity.

         PROVISION FOR LOAN LOSSES. Provisions to the allowance for loan losses
during 2002, totaled $.7 million, an increase from the $.4 million expensed
during 2001 and the $.6 million expensed in 2000. The allowance for loan losses
as a percentage of total loans outstanding as of December 31, 2002 was 1.56%,
compared to 1.55% at December 31, 2001 and 1.41% at December 31, 2000. The
increase in the allowance for loan losses as a percentage of total loans
receivable was primarily a result of management's risk assessment of the
portfolio. The risk assessment is based on numerous statistical and other
factors including the specific asset class of each loan (i.e. commercial,
residential or consumer), the internal risk rating of each loan, specific
industry concentrations, an assessment for large dollar and unsecured loans and
specific reserves for watchlist credits as well as general economic and
geopolitical factors.

         In each accounting period, the allowance for loan losses is adjusted to
the amount believed necessary to maintain the allowance at adequate levels.
Through the loan review and credit department, we allocate specific portions of
the allowance for loan losses based on specifically identifiable problem loans.
The evaluation of the allowance for loan losses is further based on, although
not limited to, consideration of the internally prepared Loan Loss Reserve
Analysis ("Reserve Analysis"), composition of the loan portfolio, third party
analysis of the loan administration processes and loan portfolio and general
economic conditions. In addition, our bank's status as a relatively new banking
organization and the rapid loan growth since inception is taken into account.

         The Reserve Analysis, used since the inception of our bank and
completed quarterly, applies reserve allocation factors to outstanding loan
balances to calculate an overall allowance dollar amount. For commercial loans,
which continue to comprise a vast majority of our total loans, reserve
allocation factors are based upon the loan ratings as determined by our
comprehensive loan rating paradigm that is administered by our loan review
function. For retail loans, reserve allocation factors are based upon the type
of credit. The Reserve Analysis is reviewed regularly by senior management and
the Board of Directors and is adjusted periodically based upon identifiable
trends and experience.

         We have not experienced any charge-offs from loans receivable since
inception. Accordingly, in estimating the risk of loss in our loan portfolio we
considered the level of charge-offs on loans experienced by peer financial
institutions having a loan portfolio mix and risk characteristics similar to our
loan portfolio mix and risk characteristics. At December 31, 2002, no portion of
the allowance for loan losses was allocated to impaired loan balances, as there
were no loans considered impaired. Management believes the allowance for loan
losses at December 31, 2002 was adequate to absorb losses in the loan portfolio,
including probable incurred losses due to the slowing economy.

         NONINTEREST INCOME. Noninterest income increased by $.2 million and $.5
million in 2002 and 2001, as compared to the prior years ended 2001 and 2000.
Noninterest income in 2002 consisted mainly of depository account service fees,
interchange income on credit cards and net gain on sales of securities available
for sale. Noninterest income in 2001 consisted primarily of depository account
service fees and net gain on sales and calls of securities available for sale.
Noninterest income in 2000 consisted of depository account service fees offset
by a $(20,000) loss on the sale of securities available for sale. The growth in
noninterest income, excluding gains or losses on the sale of securities was
mainly a result of increasing our client base as well as the reduction in the
earnings credit rate on our business checking accounts.

                                       30

<PAGE>


         NONINTEREST EXPENSE. The main components of noninterest expense were
salaries and employee benefits, occupancy and equipment, data processing and
professional fees for 2002, 2001 and 2000. Noninterest expense for 2002 was $4.7
million as compared to $4.1 million in 2001 and $3.2 million in 2000. Management
continues to control overhead expenses without impairing the quality of service
provided to clients.

         Salaries and employee benefits experienced the most significant dollar
increase of any noninterest expense component. For 2002, total salaries and
employee benefits were $3.1 million compared to $2.5 million and $1.9 million
for 2001 and 2000, respectively. The increases were primarily attributable to
the increase in the number of employees required to service the increased client
base, as well as merit and cost of living raises.

         Monitoring and controlling noninterest costs, while at the same time
providing high quality service to clients, is one of our top priorities. Our
efficiency ratio, computed by dividing noninterest expenses by net interest
income plus noninterest income, less one time gains or charges was 61.51%,
66.00% and 63.31% during 2002, 2001 and 2000, respectively. A higher level of
net revenue growth (net interest income plus noninterest income, less one time
gains or charges) when compared to the growth in overhead costs has lead to
improved efficiency ratios and overall profitability.

         INCOME TAXES. We have utilized our entire net operating loss carry
forward and have shown adequate profitability to warrant recording our net
deferred tax assets. Consequently, we reversed all of the remaining valuation
allowance for deferred tax assets during 2000, therefore making the Company a
full taxpayer during 2001. The effective tax rate in 2002 was 36.63% compared to
36.03% in 2001. As we continue to be profitable, we will report net tax expense.

MANAGEMENT OF INTEREST SENSITIVITY

         Our primary market risk exposure is interest rate risk and, to a lesser
extent, liquidity risk. Interest rate risk is the exposure of our financial
condition to adverse movements in interest rates. We derive our income primarily
from the excess of interest collected on our interest-earning assets over the
interest paid on our interest-bearing liabilities. The rates of interest we earn
on our assets and owe on our liabilities generally are established contractually
for a period of time. Since market interest rates change over time, we are
exposed to lower profitability if we cannot adapt to interest rate changes.
Accepting interest rate risk can be an important source of profitability and
shareholder value; however, excessive levels of interest rate risk could pose a
significant threat to our earnings and capital base. Accordingly, effective risk
management that maintains interest rate risk at prudent levels is essential to
our safety and soundness.

         Evaluating the exposure to changes in interest rates includes assessing
both the adequacy of the process used to control interest rate risk and the
quantitative level of exposure. Our interest rate risk management process seeks
to ensure that appropriate policies, procedures, management, information systems
and internal controls are in place to maintain interest rate risk at prudent
levels with consistency and continuity. In evaluating the quantitative level of
interest rate risk, we assess the existing and potential future effects of
changes in interest rates on our financial condition, including capital
adequacy, earnings, liquidity and asset quality.

         We use three interest rate risk measurement techniques. The first,
which is commonly referred to as GAP analysis, measures the difference between
the dollar amounts of interest sensitive assets and liabilities that will be
refinanced or repriced during a given time period. A significant repricing gap
could result in a negative impact to our net interest margin during periods of
changing market interest rates.

                                       31

<PAGE>


         The second interest rate risk measurement used is commonly referred to
as net interest income simulation analysis. We believe that this methodology
provides a more accurate measurement of interest rate risk than the GAP
analysis, and therefore, serves as one of our primary interest rate risk
measurement techniques. The simulation model assesses the direction and
magnitude of variations in net interest income resulting from potential changes
in market interest rates. Key assumptions in the model include prepayment speeds
on various loan and investment assets; cash flows and maturities of
interest-sensitive assets and liabilities; and changes in market conditions
impacting loan and deposit volume and pricing. These assumptions are inherently
uncertain and subject to fluctuation and revision in a dynamic environment;
therefore, the model cannot precisely estimate net interest income or exactly
predict the impact of higher or lower interest rates on net interest income.
Actual results will differ from simulated results due to timing, magnitude, and
frequency of interest rate changes and changes in market conditions and the
company's strategies, among other factors.

         We conducted multiple simulations as of December 31, 2002, whereby it
was assumed that a simultaneous, instant and sustained change in market interest
rates occurred. Results of the simulation suggest that we could expect net
interest income to increase by approximately $193,000, if interest rates
gradually decline by 100 basis points over the next twelve months, and to
decrease approximately $240,000, if interest rates gradually increase 100 basis
points over the next twelve months, from forecast levels of net interest income
absent any changes in rates. These variances in net interest income were within
our policy parameters established to manage interest rate risk. Other
simulations are run quarterly looking at changes to net interest income given
200 and 300 basis point changes in interest rates.

         The third interest rate risk measurement used is commonly referred to
as an "EVE" analysis or an Economic Value of Equity analysis. As well as the
simulation analysis, we believe that this methodology provides a more accurate
measurement of interest rate risk than the GAP analysis, and therefore, serves
as one of our primary interest rate risk measurement techniques. The EVE
analysis assesses the impact to the value of equity given potential changes in
market interest rates. Key assumptions in the model include prepayment speeds on
various loans, discount rates and the duration of assets and liabilities as
determined by the federal regulatory agencies. These assumptions are inherently
uncertain, subject to fluctuation and revision in a dynamic environment;
therefore, the model cannot precisely estimate the value of equity or exactly
predict the impact that higher or lower interest rates will have on the value of
equity. Actual results will differ from simulated results due to timing,
magnitude, and frequency of interest rate changes and changes in market
conditions and the company's strategies, among other factors.

         Results of the economic value of equity analysis done as of December
31, 2002, suggest that we could expect the value of our equity to increase 4.50%
and 7.82%, if there was an immediate interest rate shift upward of 100 and 200
basis points and to decrease 5.64% and 1.76%, if there was an immediate interest
rate shift downward of 100 and 200 basis points. Management believes the
different scenarios indicate a bank that has relatively low overall interest
rate risk.

         Austin Advisors, Inc., a firm specializing in consulting and providing
assistance to banks, performs a formal asset/liability management analysis on a
monthly basis. This information is presented and reviewed by the Asset/Liability
Committee.

IMPACT OF INFLATION AND CHANGING PRICES

         The majority of our assets and liabilities are monetary in nature and
therefore we differ greatly from most commercial and industrial companies that
have significant investments in fixed assets or inventories. However, inflation
does have an important impact on the growth of total assets in the banking
industry and the resulting need to increase equity capital at higher than normal
rates in order to maintain an appropriate equity to assets ratio. Inflation
significantly affects noninterest expense, which tends to rise during periods of
general inflation.


                                       32
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS.

         The financial statements and notes related thereto are attached as
Exhibit 99.1 and incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         On April 9, 2002, we dismissed Crowe, Chizek and Company LLP as our
principal accountants, effective immediately. The former accountants' reports on
the Registrant's financial statements for the years ended December 31, 2000 and
2001 did not contain any adverse opinion or disclaimer of opinion nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was recommended and approved by our Audit
Committee and by our Board of Directors. During the years ended December 31,
2000 and 2001 and subsequent interim periods, preceding the dismissal, there
were no disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which disagreements, if not resolved to the satisfaction of the former
accountants, would have caused them to make reference to the subject matter of
the disagreement in connection with their report. No "reportable events", as
defined in Item 304(a)(1)(v) of Regulation S-B of the Securities Exchange Act of
1934, as amended, occurred during the years ended December 31, 2000 and 2001 and
any subsequent interim periods preceding the former accountants dismissal.

         On April 10, 2002, we engaged Plante & Moran PLLC as our principal
accountants to audit our financial statements for the year ending December 31,
2002. During our two most recent fiscal years and any subsequent interim period
prior to engaging the new accountants, we did not consult with the newly engaged
accountants regarding any of the matters described in Item 304(a)(2)(i) or (ii)
of Regulation S-B of the Securities Exchange Act of 1934, as amended.

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

         The information listed under the caption "Election of Directors" in the
Proxy Statement furnished to the Securities Exchange Commission is incorporated
by reference.

ITEM 10. EXECUTIVE COMPENSATION.

         The information presented under the captions "Summary Compensation
Table," "Options Granted in Last Fiscal Year," and "Aggregated Stock Option
Exercises in Last Fiscal Year and Fiscal Year End Option Values" and in the
second to last paragraph under the caption "Election of Directors" in the Proxy
Statement furnished to the Securities Exchange Commission is incorporated by
reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The table below sets forth the following information as of December 31,
2002 for St. Joseph Capital Corporation 1996 Stock Incentive Plan:


                                       33
<PAGE>


         (a)   the number of securities to be issued upon the exercise of
               outstanding options, warrants and rights;

         (b)   the weighted-average exercise price of such outstanding options,
               warrants and rights, and

         (c)   other than securities to be issued upon the exercise of such
               outstanding options, warrants and rights, the number of
               securities remaining available for future issuance under the
               plans.

                      EQUITY COMPENSATION PLAN INFORMATION

<Table>
<Caption>

                                NUMBER OF SECURITIES       WEIGHTED-AVERAGE
                                  TO BE ISSUED UPON            EXERCISE            NUMBER OF SECURITIES
                                     EXERCISE OF         PRICE OF OUTSTANDING     REMAINING AVAILABLE FOR
        PLAN CATEGORY            OUTSTANDING OPTIONS            OPTIONS               FUTURE ISSUANCE
        -------------           --------------------     ---------------------    -----------------------
<S>                             <C>                      <C>                      <C>
Equity compensation plans
approved by security holders...       286,682                 $   15.04                  134,345

Equity compensation plans
not approved by security
holders........................           -0-                       -0-                      -0-

TOTAL..........................       286,682                 $   15.04                  134,345
</Table>

         The information presented under the caption "Stock Ownership of Certain
Beneficial Owners" in the Proxy Statement furnished to the Securities Exchange
Commission is incorporated by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information listed under the caption "Transactions With Management"
in the Proxy Statement furnished to the Securities Exchange Commission is
incorporated by reference.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

   A. The following documents are filed as part of this report:

      (a)(1) Exhibits

             See exhibit index below.

      (b)    Reports on Form 8-K

             We have not filed any reports on Form 8-K during the last quarter
             of the period covered by this report.


                                       34
<PAGE>


ITEM 14. CONTROL AND PROCEDURES

         Based upon an evaluation within the 90 days prior to the filing date of
this report, the Company's Chief Executive Officer and Principal Financial
Officer concluded that the Company's disclosure controls and procedures are
effective. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the Company's
internal controls subsequent to the date of the evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


                                       35
<PAGE>

                         ST. JOSEPH CAPITAL CORPORATION
                                  EXHIBIT INDEX

<Table>
<Caption>

                                                                                                          INCORPORATED
EXHIBIT NO.                                   DESCRIPTION OF EXHIBITS                                     BY REFERENCE
-----------                                   -----------------------                                     ------------
<S>               <C>                                                                                     <C>
    3.1           Certificate of Incorporation, as amended, of St. Joseph Capital Corporation                   *

    3.2           Bylaws of St. Joseph Capital Corporation                                                      *

    4.1           Specimen Common Stock Certificate of St. Joseph Capital Corporation (See also                 *
                  Articles IV, VI, VII, VIII, XI and XII of Exhibit 3.1 and Articles III, IX, X, XI
                  and XII of Exhibit 3.2)

   10.1           St. Joseph Capital Corporation 1996 Stock Incentive Plan                                      *

   10.2           Stock Option Agreement between St. Joseph Capital Corporation and John W.                     *
                  Rosenthal, dated June 11, 1996

   10.3           Employment Agreement between St. Joseph Capital and John W. Rosenthal, dated                  *
                  March 18, 1996

   10.4           Amendment to the Employment Agreement between St. Joseph Capital Corporation and            ***
                  John W. Rosenthal, dated March 18, 1996

   10.5           St. Joseph Capital Bank 401(k) Plan                                                          **

   10.6           Amendment to the Employment Agreement between St. Joseph Capital Corporation and             41
                  John W. Rosenthal, dated October 1, 2002

   10.7           Employment Agreements between St. Joseph Capital and Nancy N. King and Edward R.             51
                  Pooley, dated October 1, 2002

   16.1           Letter RE: Change in Certifying Accountant                                                   61

   21.1           Subsidiary of St. Joseph Capital Corporation                                                 *

   99.1           Financial Statements and related notes                                                       62

   99.2           Certification of Chief Executive Officer                                                     85

   99.3           Certification of Chief Financial Officer                                                     86
</Table>

*    Incorporated by reference from the Registration Statement on Form SB-2
     filed by the Corporation on June 21, 1996 (SEC File No. 333-06581), as
     amended.

**   Incorporated by reference from the Registration Statement on Form S-8 filed
     by the Corporation on October 29, 1996 and amended on January 23, 1997 (SEC
     File No. 333-14999).

***  Incorporated by reference from the 1997 Form 10-KSB filed by the
     Corporation on March 31, 1998.



                                       36
<PAGE>



                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, as amended,
the Issuer caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 24, 2003.

                             ST. JOSEPH CAPITAL CORPORATION

                             By: /s/ John W. Rosenthal
                                ---------------------------------------------
                                John W. Rosenthal, Chief Executive Officer
                                and Chairman of the Board

                             By: /s/ Edward R. Pooley
                                ---------------------------------------------
                                Edward R. Pooley, Principal Financial Officer
                                and Accounting Officer



                                       37
<PAGE>




         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Issuer and in the capacities noted
below and on March 24, 2003.

<Table>
<Caption>

           Signature                                    Title
           ---------                                    -----
<S>                                        <C>

/s/ John W. Rosenthal                      President, Principal Executive
---------------------------------          Officer and Chairman of the Board
  John W. Rosenthal

/s/ Brian R. Brady                         Director
---------------------------------
  Brian R. Brady

/s/ Anna Reilly Cullinan                   Director
---------------------------------
  Anna Reilly Cullinan

/s/ David A. Eckrich                       Director
---------------------------------
  David A. Eckrich

/s/ Jeffrey V. Hammes                      Director
---------------------------------
  Jeffrey V. Hammes

/s/ Michael R. Leep, Sr.                   Director
---------------------------------
  Michael R. Leep, Sr.

/s/ Todd B. Martin                         Director
---------------------------------
  Todd B. Martin

/s/ Jack K. Matthys                        Director
---------------------------------
  Jack K. Matthys

/s/ Arthur H. McElwee, Jr.                 Director
---------------------------------
  Arthur H. McElwee, Jr.

/s/ Myron C. Noble                         Director
---------------------------------
  Myron C. Noble

/s/ Carolyn Y. Woo                         Director
---------------------------------
  Carolyn Y. Woo, Ph.D.
</Table>


                                       38
<PAGE>


I, John W. Rosenthal, Chief Executive Officer of St. Joseph Capital Corporation,
certify that:

1.       I have reviewed this annual report on Form 10-KSB of St. Joseph Capital
         Corporation;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

              (a) designed such disclosure controls and procedures to ensure
              that material information relating to the registrant, including
              its consolidated subsidiaries, is made known to us by others
              within those entities, particularly during the period in which
              this annual report is being prepared;

              (b) evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

              (c) presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

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

              (a) all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

              (b) any fraud, whether or not material, that involves management
              or other employees who have a significant role in the registrant's
              internal controls; and

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

Date:  March 24, 2003

                                                     /s/ John W. Rosenthal
                                                     --------------------------
                                                     John W. Rosenthal
                                                     Chief Executive Officer



                                       39
<PAGE>




I, Edward R. Pooley, Chief Financial Officer of St. Joseph Capital Corporation,
certify that:

1.       I have reviewed this annual report on Form 10-KSB of St. Joseph Capital
         Corporation;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

              (a) designed such disclosure controls and procedures to ensure
              that material information relating to the registrant, including
              its consolidated subsidiaries, is made known to us by others
              within those entities, particularly during the period in which
              this annual report is being prepared;

              (b) evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

              (c) presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

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

              (a) all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

              (b) any fraud, whether or not material, that involves management
              or other employees who have a significant role in the registrant's
              internal controls; and

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


Date:  March 24, 2003

                                              /s/ Edward R. Pooley
                                              ---------------------------------
                                              Edward R. Pooley
                                              Principal Financial Officer



                                       40