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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE
ACT OF 1934



For the quarterly period ended



September 30, 2003



Commission file number 0-27652



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REPUBLIC BANCSHARES, INC.

(Exact Name of Registrant As Specified In Its
Charter)



|FLORIDA                                                               |  | 59-3347653                       
|--------------------------------------------------------------------- |  | ---------------------------------
|(State of incorporation)                                              |  | (IRS Employer Identification No.)
|111 2nd Avenue N.E., St. Petersburg, FL (Address of Principal Office) |  | 33701 (Zip Code)                 



(727) 823-7300

(Registrants Telephone Number, Including Area Code)



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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes  x    No ̈



Indicate by check mark whether the Registrant is
an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.



Yes  x    No ̈



At October 31, 2003, 13,270,893 shares of the registrants $2.00
par value common stock were outstanding.



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REPUBLIC BANCSHARES, INC.



INDEX



|         |  |                                          |  |                                                                                                                        |  | Page
|-------- |  | ---------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | ----
|Part I.  |  | FINANCIAL INFORMATION                    |  |                                                                                                                       
|         |  |                                          | 
|         |  | Item 1.                                  |  | Financial Statements (unaudited)                                                                                       |  |     
|         |  |                                          | 
|         |  |                                          |  | Consolidated Balance Sheets  September 30, 2003 and December 31, 2002                                                 |  | 1   
|         |  |                                          | 
|         |  |                                          |  | Consolidated Statements of Operations Three and nine month periods ended September 30, 2003 and 2002                  |  | 2   
|         |  |                                          | 
|         |  |                                          |  | Consolidated Statements of Stockholders Equity Year ended December 31, 2002 and nine months ended September 30, 2003 |  | 3   
|         |  |                                          | 
|         |  |                                          |  | Consolidated Statements of Comprehensive Income (Loss) Three and nine month periods ended September 30, 2003 and 2002 |  | 3   
|         |  |                                          | 
|         |  |                                          |  | Consolidated Statements of Cash Flows Nine month periods ended September 30, 2003 and 2002                            |  | 4   
|         |  |                                          | 
|         |  |                                          |  | Notes to Consolidated Financial Statements                                                                             |  | 5   
|         |  |                                         
|         |  | Selected Quarterly Financial Information |  | 14                                                                                                                    
|         |  |                                          | 
|         |  | Item 2.                                  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  |  | 17  
|         |  |                                          | 
|         |  | Item 3.                                  |  | Quantitative and Qualitative Disclosures about Market Risk                                                             |  | 27  
|         |  |                                          | 
|         |  | Item 4.                                  |  | Controls and Procedures                                                                                                |  | 28  
|         |  |                                         
|Part II. |  | OTHER INFORMATION                        |  |                                                                                                                       
|         |  |                                          | 
|         |  | Item 1.                                  |  | Legal Proceedings                                                                                                      |  | 29  
|         |  |                                          | 
|         |  | Item 6.                                  |  | Exhibits and Reports on Form 8-K                                                                                       |  | 31  
|         |  |                                         
|         |  | SIGNATURES                               |  | 32                                                                                                                    



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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995



Statements contained in this Quarterly Report on Form 10-Q (other than the
financial statements and statements of historical fact), including, without limitation, statements as to our expectations and beliefs presented under the caption, Managements Discussion and Analysis of Financial Condition and Results of
Operations constitute forward-looking statements. Forward-looking statements are made based upon our expectations and beliefs concerning events, many of which, by their nature are inherently uncertain and outside of our control. It is possible
that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements.



We caution readers that the assumptions which form the basis for forward-looking statements, with respect to or that may impact our future
earnings, include many factors that are beyond our ability to control or estimate precisely. Some factors include: the adequacy of our loan loss allowance; our ability to achieve fee income growth; the potential effect on results of operations from
an unfavorable outcome from several pending legal contingencies; the market demand and acceptance of our loan and deposit products; the impact of competitive products; fluctuations in operating results; retaining key personnel; and changes in
economic conditions, such as inflation or fluctuations in interest rates.



While we periodically reassess material trends and uncertainties affecting our results of operations and financial condition in connection with our preparation of managements discussion and analysis contained in our quarterly report,
we do not intend to review or revise any particular forward-looking statement referenced herein.



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REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS  September 30, 2003 and
December 31, 2002

($ in thousands, except share data; unaudited)



|                                                                                                                                                                           |  | September 30,2003 |           |   | December 31, 2002 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ----------------- | -
|ASSETS                                                                                                                                                                     |  |                   |           |   |                   |  
|Cash and due from banks                                                                                                                                                    |  | $                 | 71,306    |   |                   | $
|Interest bearing deposits in banks                                                                                                                                         |  |                   | 2,073     |   |                   |  
|Federal funds sold                                                                                                                                                         |  |                   | 15,997    |   |                   |  
|                                                                                                                                                                           |  |                   |           |   |                   |  
|Cash and cash equivalents                                                                                                                                                  |  |                   | 89,376    |   |                   |  
|                                                                                                                                                                           |  |                  
|Securities:                                                                                                                                                                |  |                   |           |   |                   |  
|Available for sale                                                                                                                                                         |  |                   | 931,115   |   |                   |  
|Trading                                                                                                                                                                    |  |                   | 8,350     |   |                   |  
|FHLB stock                                                                                                                                                                 |  |                   | 15,786    |   |                   |  
|Loans held for sale                                                                                                                                                        |  |                   | 8,008     |   |                   |  
|Loans                                                                                                                                                                      |  |                   | 1,631,475 |   |                   |  
|Allowance for loan losses                                                                                                                                                  |  |                   | (23,241   | ) |                   |  
|                                                                                                                                                                           |  |                   |           |   |                   |  
|Net loans                                                                                                                                                                  |  |                   | 1,608,234 |   |                   |  
|                                                                                                                                                                           |  |                  
|Premises and equipment, net                                                                                                                                                |  |                   | 37,614    |   |                   |  
|Other real estate owned, net                                                                                                                                               |  |                   | 1,832     |   |                   |  
|Accrued interest receivable                                                                                                                                                |  |                   | 9,826     |   |                   |  
|Goodwill                                                                                                                                                                   |  |                   | 2,726     |   |                   |  
|Premium on deposits                                                                                                                                                        |  |                   | 13,554    |   |                   |  
|Other assets                                                                                                                                                               |  |                   | 49,805    |   |                   |  
|                                                                                                                                                                           |  |                   |           |   |                   |  
|Total assets                                                                                                                                                               |  | $                 | 2,776,226 |   |                   | $
|                                                                                                                                                                           |  |                   |           |   |                   |  
|                                                                                                                                                                           |  |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                       |  |                   |           |   |                   |  
|Liabilities:                                                                                                                                                               |  |                   |           |   |                   |  
|Deposits-                                                                                                                                                                  |  |                   |           |   |                   |  
|Noninterest bearing checking                                                                                                                                               |  | $                 | 198,052   |   |                   | $
|Interest checking                                                                                                                                                          |  |                   | 227,568   |   |                   |  
|Money market                                                                                                                                                               |  |                   | 383,627   |   |                   |  
|Savings                                                                                                                                                                    |  |                   | 183,947   |   |                   |  
|Time deposits                                                                                                                                                              |  |                   | 1,181,615 |   |                   |  
|                                                                                                                                                                           |  |                   |           |   |                   |  
|Total deposits                                                                                                                                                             |  |                   | 2,174,809 |   |                   |  
|Securities sold under agreements to repurchase & other borrowings                                                                                                          |  |                   | 43,663    |   |                   |  
|FHLB advances                                                                                                                                                              |  |                   | 308,732   |   |                   |  
|Convertible subordinated debt                                                                                                                                              |  |                   |          |   |                   |  
|Other liabilities                                                                                                                                                          |  |                   | 10,382    |   |                   |  
|                                                                                                                                                                           |  |                   |           |   |                   |  
|Total liabilities                                                                                                                                                          |  |                   | 2,537,586 |   |                   |  
|                                                                                                                                                                           |  |                   |           |   |                   |  
|                                                                                                                                                                           |  |                  
|Company-obligated mandatorily redeemable preferred securities of subsidiary trust solely holding junior subordinated debentures of
the Company                             |  |                   | 28,750    |   |                   |  
|                                                                                                                                                                           |  |                  
|Stockholders equity:                                                                                                                                                      |  |                   |           |   |                   |  
|Common stock ($2.00 par; 20,000,000 shares authorized; 13,267,294 and 11,398,059 shares issued and outstanding at September 30,
2003 and December 31, 2002, respectively.) |  |                   | 26,535    |   |                   |  
|Capital surplus                                                                                                                                                            |  |                   | 156,609   |   |                   |  
|Retained earnings                                                                                                                                                          |  |                   | 30,403    |   |                   |  
|Accumulated other comprehensive income (loss)                                                                                                                              |  |                   | (3,657    | ) |                   |  
|                                                                                                                                                                           |  |                   |           |   |                   |  
|Total stockholders equity                                                                                                                                                 |  |                   | 209,890   |   |                   |  
|                                                                                                                                                                           |  |                   |           |   |                   |  
|Total liabilities and stockholders equity                                                                                                                                 |  | $                 | 2,776,226 |   |                   | $
|                                                                                                                                                                           |  |                   |           |   |                   |  



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



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REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except share data; unaudited)



|                                                                         |  | For the Three Months EndedSept. 30, |            |   | For the Nine Months EndedSept. 30, |  
|------------------------------------------------------------------------ |  | ----------------------------------- | ---------- | - | ---------------------------------- | -
|                                                                         |  | 2003                                |            |   | 2002                               |  
|INTEREST INCOME:                                                         |  |                                     |            |   |                                    |  
|Loans                                                                    |  | $                                   | 23,160     |   |                                    | $
|Securities                                                               |  |                                     | 7,733      |   |                                    |  
|Federal funds sold & other investments                                   |  |                                     | 182        |   |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|Total interest income                                                    |  |                                     | 31,075     |   |                                    |  
|                                                                         |  |                                     |            |  
|INTEREST EXPENSE:                                                        |  |                                     |            |   |                                    |  
|Deposits                                                                 |  |                                     | 10,879     |   |                                    |  
|Securities sold under agreement to repurchase & other borrowings         |  |                                     | 86         |   |                                    |  
|FHLB advances                                                            |  |                                     | 1,033      |   |                                    |  
|Holding company debt                                                     |  |                                     | 63         |   |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|Total interest expense                                                   |  |                                     | 12,061     |   |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|                                                                         |  |                                     |            |  
|NET INTEREST INCOME                                                      |  |                                     | 19,014     |   |                                    |  
|PROVISION FOR (RECOVERY OF) LOAN LOSSES                                  |  |                                     | (5,365     | ) |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|                                                                         |  |                                     |            |  
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                      |  |                                     | 24,379     |   |                                    |  
|                                                                         |  |                                     |            |  
|NONINTEREST INCOME:                                                      |  |                                     |            |   |                                    |  
|Service charges on deposit accounts                                      |  |                                     | 1,766      |   |                                    |  
|Loan service fees, net                                                   |  |                                     | (276       | ) |                                    |  
|Other loan fee income                                                    |  |                                     | 552        |   |                                    |  
|Gains on loans & securities, net                                         |  |                                     | 2,895      |   |                                    |  
|Other operating income                                                   |  |                                     | 405        |   |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|Total noninterest income                                                 |  |                                     | 5,342      |   |                                    |  
|                                                                         |  |                                     |            |  
|NONINTEREST EXPENSES:                                                    |  |                                     |            |   |                                    |  
|Salaries and employee benefits                                           |  |                                     | 10,482     |   |                                    |  
|Net occupancy expense                                                    |  |                                     | 3,960      |   |                                    |  
|Advertising and marketing                                                |  |                                     | 579        |   |                                    |  
|Data & item processing fees and services                                 |  |                                     | 1,618      |   |                                    |  
|Loan collection costs (recoveries)                                       |  |                                     | 256        |   |                                    |  
|Other operating expenses                                                 |  |                                     | 3,393      |   |                                    |  
|ORE expense, net                                                         |  |                                     | 180        |   |                                    |  
|Amortization of premium on deposits                                      |  |                                     | 692        |   |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|Total noninterest expense                                                |  |                                     | 21,160     |   |                                    |  
|Income before income taxes & minority interest                           |  |                                     | 8,561      |   |                                    |  
|Income tax expense                                                       |  |                                     | 3,197      |   |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|Income before minority interest                                          |  |                                     | 5,364      |   |                                    |  
|Minority interest in income from subsidiary trust, net of tax            |  |                                     | (421       | ) |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|NET INCOME                                                               |  | $                                   | 4,943      |   |                                    | $
|                                                                         |  |                                     |            |   |                                    |  
|                                                                         |  |                                     |            |  
|PER SHARE DATA:                                                          |  |                                     |            |   |                                    |  
|Net income per common share  basic                                      |  | $                                   | 0.38       |   |                                    | $
|                                                                         |  |                                     |            |   |                                    |  
|Net income per common & common equivalent share  diluted                |  | $                                   | 0.37       |   |                                    | $
|                                                                         |  |                                     |            |   |                                    |  
|Weighted average common shares outstanding-basic                         |  |                                     | 13,054,293 |   |                                    |  
|                                                                         |  |                                     |            |   |                                    |  
|Weighted average common & common equivalent shares outstanding  diluted |  |                                     | 13,265,744 |   |                                    |  
|                                                                         |  |                                     |            |   |                                    |  



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





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REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2002 AND

THE NINE MONTHS ENDED SEPTEMBER 30, 2003

($ in thousands, except share data; unaudited)



|                                                                          |  | Common Stock |  |        |        |                |   |                  | Gain/(Loss) onAvailablefor Sale Securities |   |        |       | 
|------------------------------------------------------------------------- |  | ------------ |  | ------ | ------ | -------------- | - | ---------------- | ------------------------------------------ | - | ------ | ----- | 
|                                                                          |  | SharesIssued |  | Amount |        | CapitalSurplus |   | RetainedEarnings |                                            |   |        | Total | 
|Balance, December 31, 2001                                                |  | 11,335,339   |  | $      | 22,671 |                | $ | 129,056          |                                            | $ | 17,639 |       | 
|Net income                                                                |  |             |  |        |       |                |   |                 |                                            |   | 4,779  |       | 
|Changes in fair value of available for sale securities, net of tax effect |  |             |  |        |       |                |   |                 |                                            |   |       |       | 
|Exercise of stock options                                                 |  | 62,720       |  |        | 125    |                |   | 701              |                                            |   |       |       | 
|Other, net                                                                |  |             |  |        |       |                |   | 103              |                                            |   |       |       | 
|                                                                          |  |              |  |        |        |                |   |                  |                                            |   |        |       | 
|Balance, December 31, 2002                                                |  | 11,398,059   |  |        | 22,796 |                |   | 129,860          |                                            |   | 22,418 |       | 
|Net income                                                                |  |             |  |        |       |                |   |                 |                                            |   | 8,443  |       | 
|Changes in fair value of available for sale securities, net of tax effect |  |             |  |        |       |                |   |                 |                                            |   |       |       | 
|Conversion of subordinated debt                                           |  | 1,794,835    |  |        | 3,590  |                |   | 25,763           |                                            |   |       |       | 
|Dividends paid                                                            |  |             |  |        |       |                |   |                 |                                            |   | (458   | )     | 
|Exercise of stock options                                                 |  | 74,400       |  |        | 149    |                |   | 986              |                                            |   |       |       | 
|                                                                          |  |              |  |        |        |                |   |                  |                                            |   |        |       | 
|Balance, September 30, 2003                                               |  | 13,267,294   |  | $      | 26,535 |                | $ | 156,609          |                                            | $ | 30,403 |       | 
|                                                                          |  |              |  |        |        |                |   |                  |                                            |   |        |       | 





REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($ in thousands; unaudited)



|                                                                                       |  | For the Three Months EndedSept. 30, |         |   | For the Nine Months EndedSept. 30, |  
|-------------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ---------------------------------- | -
|                                                                                       |  | 2003                                |         |   | 2002                               |  
|Net income                                                                             |  | $                                   | 4,943   |   |                                    | $
|Other comprehensive income (loss):                                                     |  |                                     |         |   |                                    |  
|Unrealized gains (losses) on available for sale securities:                            |  |                                     |         |   |                                    |  
|Unrealized holding gains (losses) arising during the period, net of taxes              |  |                                     | (9,988  | ) |                                    |  
|Less reclassification adjustment for gains realized in net income (loss), net of taxes |  |                                     | (336    | ) |                                    |  
|                                                                                       |  |                                     |         |   |                                    |  
|Net unrealized gains (losses)                                                          |  |                                     | (10,324 | ) |                                    |  
|                                                                                       |  |                                     |         |   |                                    |  
|Comprehensive income (loss)                                                            |  | $                                   | (5,381  | ) |                                    | $
|                                                                                       |  |                                     |         |   |                                    |  



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





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REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands; unaudited)



|                                                                                     |  | For the Nine Months Ended Sept. 30, |         
|------------------------------------------------------------------------------------ |  | ----------------------------------- | --------
|                                                                                     |  | 2003                                |         
|OPERATING ACTIVITIES:                                                                |  |                                     |         
|Net income                                                                           |  | $                                   | 8,443   
|                                                                                     |  |                                    
|Reconciliation of net income to net cash provided by (used in) operating activities: |  |                                     |         
|Provision for (recovery of) loan losses & ORE allowance                              |  |                                     | (4,226  
|Depreciation of property and equipment and amortization of premium on deposits       |  |                                     | 6,030   
|Amortization of loan premiums / discounts & MSRs                                     |  |                                     | (1,932  
|Gain on sale of loans and securities, net                                            |  |                                     | (7,936  
|Loss (gain) on sale of other real estate owned                                       |  |                                     | 1,454   
|Gain on disposal of premises and equipment                                           |  |                                     | (182    
|Deferred income tax provision (benefit)                                              |  |                                     | 8,645   
|Net increase in other assets                                                         |  |                                     | (17,955 
|Net decrease in other liabilities                                                    |  |                                     | (1,332  
|                                                                                     |  |                                     |         
|Net cash (used in) provided by operating activities                                  |  |                                     | (8,991  
|                                                                                     |  |                                     |         
|                                                                                     |  |                                    
|INVESTING ACTIVITIES:                                                                |  |                                     |         
|Net increase in loans                                                                |  |                                     | (124,758
|Proceeds from sales and maturities of securities                                     |  |                                     | 258,221 
|Principal repayment on securities                                                    |  |                                     | 340,230 
|Purchase of securities available for sale                                            |  |                                     | (719,433
|Purchase of FHLB stock                                                               |  |                                     | (525    
|Purchase of premises & equipment, net                                                |  |                                     | (2,723  
|Proceeds from sales of other real estate                                             |  |                                     | 15,476  
|                                                                                     |  |                                     |         
|Net cash used in investing activities                                                |  |                                     | (233,512
|                                                                                     |  |                                     |         
|                                                                                     |  |                                    
|FINANCING ACTIVITIES:                                                                |  |                                     |         
|Net increase in deposits                                                             |  |                                     | 105,149 
|Net increase in repurchase agreements                                                |  |                                     | 13,000  
|Net decrease in capital lease                                                        |  |                                     | (250    
|Proceeds from FHLB advances, net                                                     |  |                                     | 136,492 
|Proceeds from issuance of common stock                                               |  |                                     | 1,135   
|Dividends on common stock                                                            |  |                                     | (458    
|                                                                                     |  |                                     |         
|Net cash provided by financing activities                                            |  |                                     | 255,068 
|                                                                                     |  |                                     |         
|                                                                                     |  |                                    
|NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                   |  |                                     | 12,565  
|CASH & CASH EQUIVALENTS, beginning of period                                         |  |                                     | 76,811  
|                                                                                     |  |                                     |         
|CASH & CASH EQUIVALENTS, end of period                                               |  | $                                   | 89,376  
|                                                                                     |  |                                     |         
|                                                                                     |  |                                    
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                   |  |                                     |         
|Cash paid during the period for interest                                             |  | $                                   | 35,316  
|Cash paid during the period for income taxes                                         |  |                                     | 2,416   
|                                                                                     |  |                                    
|Non-cash transactions:                                                               |  |                                     |         
|Conversion of subordinated debt to common stock                                      |  |                                     | 29,353  



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





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REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation and Organization



In the opinion of Republic Bancshares, Inc. and Subsidiaries (the Company or Republic or We), the accompanying consolidated financial
statements reflect all adjustments necessary to present fairly our financial position as of September 30, 2003 and December 31, 2002, and the results of operations for the three and nine months ended September 30, 2003 and 2002 and cash flows and
stockholders equity for the nine months ended September 30, 2003 and 2002. The accounting and reporting policies of the Company and its wholly-owned subsidiaries, Republic Bank (the Bank including its subsidiaries Republic
Insurance Agency and Republic SPE II, Inc.) and RBI Capital Trust I (RBI), are in conformity with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim
financial information and with the instructions to Form 10-Q, Article 10 of Regulation S-X and prevailing practices within the financial services industry. Accordingly, they do not include all of the footnotes and information required by generally
accepted accounting principles.



The preparation of financial statements, in
conformity with generally accepted accounting principles, requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expense during the reporting period. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified.



Our consolidated financial statements include the accounts of Republic Bancshares, Inc., RBI,
and the Bank. All significant intercompany accounts and transactions have been eliminated. Our primary source of income is from the Bank and its wholly-owned subsidiaries. The Banks primary source of revenue is derived from net interest income
on earning assets and from fees and charges on loans and deposits.



These
consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2002. The results or operations for the three
and nine months ended September 30, 2003, are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2003.



Reclassifications



Certain reclassifications have been made to prior period financial statements to conform to the September 2003 financial statement presentation. These reclassifications only changed the reporting categories but did
not affect our results of operations or financial position.



Recent
Accounting Pronouncements



Financial Accounting Standards Board
(FASB) Interpretation No. 45  Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others



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In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Interpretation No. 45 changes the accounting for and the disclosure of guarantees. Interpretation No. 45 requires that guarantees meeting certain characteristics be
initially recorded as a liability at fair value, in contrast to FASB No. 5 which requires recording a liability only when a loss is probable and reasonably estimable. The disclosure requirements of Interpretation No. 45 are effective for financial
statements and annual periods ending after December 15, 2002. The initial recognition and initial measurement provisions of Interpretation No. 45 are effective on a prospective basis to guarantees issued or modified after December 31, 2002. The
adoption of Interpretation No. 45 did not have a material effect upon our results of operations or financial position.



FASB Interpretation No. 46  Consolidation of Variable Interest Entities (an interpretation of ARB No. 51)



In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable
Interest Entities (an interpretation of ARB No. 51). Interpretation No. 46 expands the consolidation requirements of Accounting Research Bulletin (ARB) No. 51 to include entities subject to a majority of the risk of loss from the
variable interest entitys activities or entities entitled to receive a majority of the variable interest entitys returns or both. The consolidation requirements of Interpretation No. 46 apply immediately to variable interest entities
created after January 31, 2003 and apply to older entities in the first fiscal year or interim period beginning after December 15, 2003. The disclosure requirements of Interpretation No. 46 are effective in all financial statements issued after
January 31, 2003, regardless of when the variable interest entity was established. The adoption of Interpretation No. 46 did not have a material effect upon our results of operations or financial position.



Statement of Financial Accounting Standard (SFAS) No. 148  Accounting
for Stock-Based Compensation  Transition and Disclosure (an amendment of FASB Statement No. 123)



SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure (an amendment of FASB Statement No. 123) was issued in December 2002 and was adopted by the Company on January 1,
2003. SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and amends the transition and disclosure requirements of SFAS No. 123
Accounting for Stock-Based Compensation to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect of the method used on reported
results. The Company transitioned to the fair value based method of accounting for stock based employee compensation costs using the prospective method as of January 1, 2003. A $144,000 expense for stock options issued in 2003 was recorded in the
third quarter of 2003 for the fair value of the options issued. Under the prospective method, all stock options granted before the adoption date will continue to be accounted for under Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, (APB 25) unless these stock options are modified or settled subsequent to adoption.



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In accordance with SFAS No. 148, the Company provides disclosures as if we had adopted the fair value based method of
measuring all outstanding employee stock options in 2003 and 2002 as indicated in the following table. The disclosure requirement of SFAS No. 148 recognizes the impact of all outstanding employee stock options while the prospective method that the
Company is following recognizes the impact of only newly issued employee stock options. The following table presents the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested
awards issued prior to January 1, 2003 (prior to the Companys adoption of SFAS 123) for the three months and nine months ended September 30, 2003 and 2002 ($ in thousands, except share data):



|                                                                                                                                    |  | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | ------------------------------
|                                                                                                                                    |  | 2003                            |       | 2002                          
|Net income, as reported                                                                                                             |  | $                               | 4,943 |                               
|Add: Stock based employee compensation expense included in reported net income, net of related tax                                  |  |                                 | 144   |                               
|Deduct: Total stock based employee compensation expense determined under fair value based method for all awards, net of related
tax |  |                                 | 144   |                               
|                                                                                                                                    |  |                                 |       |                               
|Pro forma net income                                                                                                                |  | $                               | 4,943 |                               
|                                                                                                                                    |  |                                 |       |                               
|Earnings per share:                                                                                                                 |  |                                 |       |                               
|Basic  as reported                                                                                                                 |  | $                               | 0.38  |                               
|                                                                                                                                    |  |                                 |       |                               
|Basic  pro forma                                                                                                                   |  | $                               | 0.38  |                               
|                                                                                                                                    |  |                                 |       |                               
|Diluted  as reported                                                                                                               |  | $                               | 0.37  |                               
|                                                                                                                                    |  |                                 |       |                               
|Diluted  pro forma                                                                                                                 |  | $                               | 0.37  |                               
|                                                                                                                                    |  |                                 |       |                               



SFAS No. 150  Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. Under the initial guidance from SFAS No. 150, financial instruments that met the criteria of SFAS No. 150 are required to be presented as liabilities rather than being presented
between the liabilities section and the equity section of the balance sheet. This Statement was effective immediately for financial instruments entered into or modified after May 31, 2003 and was otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. However, the FASB announced on October 29, 2003 that it had indefinitely deferred certain provisions of SFAS No. 150, including those provisions that would have required that the Company change the
presentation of RBIs issue of trust preferred securities on the Companys consolidated balance sheet from the caption Company-obligated mandatorily redeemable preferred securities of subsidiary trust to a liability
designation. Also, our consolidated statements of operations for the three and nine month periods ending September 30, 2003 would have been changed to reflect the item captioned Minority interest in income from subsidiary trust (net of
tax) as interest expense.



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2.    EARNINGS PER SHARE



Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding
during the year. Diluted earnings per common and common equivalent shares has been computed by dividing net income by the weighted average common and common equivalent shares outstanding during the periods. The weighted average common and common
equivalent shares outstanding has been adjusted to include the number of shares that would have been outstanding if the stock options had been exercised, at the average market price for the period, with the proceeds being used to buy shares from the
market (i.e., the treasury stock method).



During the third quarter ended
September 30, 2003, the Company exercised its right for mandatory redemption of $15.0 million of convertible subordinated debt, issuing 833,311 shares of common stock to the debenture holders and granted 82,100 stock options to its employees,
vesting over a five year period. In the second quarter of 2003, the Company also issued a redemption notice for $15.0 million of its convertible subordinated debentures, resulting in the issuance of 961,524 shares of common stock.



The table below reconciles the calculation of the diluted and basic earnings per share for
2003 and 2002 ($ in thousands, except share data):



|                                                                         |  | For the Three Months Ended September 30,
|------------------------------------------------------------------------ |  | ----------------------------------------
|                                                                         |  | 2003                                    
|                                                                         |  | NetIncome                               
|Net income attributable to common stockholders                           |  | $                                       
|Basic earnings per share                                                 |  |                                         
|Options exercised during the period-incremental effect prior to exercise |  |                                         
|Weighted average options outstanding(1)                                  |  |                                         
|                                                                         |  |                                         
|Diluted earnings per share                                               |  | $                                       
|                                                                         |  |                                         



|                                                                         |  | For the Nine Months Ended September 30,
|------------------------------------------------------------------------ |  | ---------------------------------------
|                                                                         |  | 2003                                   
|                                                                         |  | NetIncome                              
|Net income attributable to common stockholders                           |  | $                                      
|Basic earnings per share                                                 |  |                                        
|Options exercised during the period-incremental effect prior to exercise |  |                                        
|Weighted average options outstanding(1)                                  |  |                                        
|                                                                         |  |                                        
|Diluted earnings per share                                               |  | $                                      
|                                                                         |  |                                        



(1)For the three month periods ended September 30, 2003 and 2002, there were 736,590 and 254,850, respectively, of unexercised
stock options that were antidilutive. For the three month period ended September 30, 2002 there were 1,794,862 shares from potential conversion of convertible subordinated debentures that were antidilutive. For the nine month periods ended September
30, 2003 and 2002, there were 736,590 and 308,150, respectively, of unexercised stock options that were antidilutive. For the nine month period ended September 30, 2002 there were 1,794,862 shares from potential conversion of convertible
subordinated debentures that were anti-dilutive.



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3.    SECURITIES



Our securities totaled $939.5 million at September 30, 2003. Included were $931.1 million of securities classified as available for sale and
$8.4 million of securities classified as trading assets. Securities classified as available for sale were comprised of $906.9 million of mortgage-backed securities (MBS), $13.9 million of corporate bonds, $9.0 million of asset-backed
securities and $1.3 million of revenue bonds. The market values assigned to the securities classified as available for sale were determined using market quotations at September 30, 2003.



Included in the trading asset category were $7.5 million in overcollateralization and residual interests in cash flows from securitizing
High LTV Loans (as defined below) in 1997 and 1998 (the Residuals) and $831,000 of excess servicing interest-only strips on mortgage servicing rights. These trading assets were valued using a present value of cash flows technique. The
Residuals are valued in much the same way as are the excess servicing interest-only strips on pools of first lien mortgage loans but also carry an additional element of credit risk because the collateral is comprised of mortgages with second liens
and relatively high combined loan-to-value ratios (High LTV Loans). These High LTV loans were underwritten to borrowers primarily for debt consolidation purposes where the combined loan-to-value ratios generally exceeded 100%. These
loans have performed with an annual loss rate significantly in excess of loss rates for first lien mortgage loans. The market for High LTV-related assets is illiquid and there are no readily observable market prices that can be relied on to value
these trading assets. The three key assumptions used in the valuation are the discount rate, the expected loss ratio and the expected prepayment speed. These assets are valued at least quarterly with any valuation adjustment reflected as a trading
gain or loss included in Gains on loans and securities, net in the statement of operations. For the three month periods ended September 30, 2003 and 2002, trading gains amounting to $865,000 and $82,000, respectively, were recorded. For
the nine month periods ended September 30, 2003 and 2002, trading gains amounting to $909,000 and $82,000, respectively, were recorded.



The key assumptions used and the resultant valuations of the residuals and excess servicing interest-only strips on mortgage servicing rights at September 30, 2003 were
as follows ($ in thousands):



|                                     |  | December 1997Securitization(1997-1) |        |   | June 1998Securitization(1998-1) |   |        | Excess ServicingInterest-onlyStrips | 
|------------------------------------ |  | ------------------------------------- | ------ | - | --------------------------------- | - | ------ | ----------------------------------- | 
|Collateral amount                    |  | $                                     | 10,200 |   |                                   | $ | 57,760 |                                     | 
|Discount rate                        |  |                                       | 15.00  | % |                                   |   | 20.00  | %                                   | 
|Wtd. avg. remaining life (years)     |  |                                       | 1.92   |   |                                   |   | 2.08   |                                     | 
|Cumulative lifetime default rate (1) |  |                                       | 15.65  | % |                                   |   | 15.13  | %                                   | 
|Prepayment speed                     |  |                                       | 46.00  | % |                                   |   | 41.00  | %                                   | 
|Fair value                           |  | $                                     | 2,768  |   |                                   | $ | 4,751  |                                     | 



(1)Expressed as the percent of total defaults over the expected life of the collateral to the initial collateral amount.



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4.    LOANS



Loans at September 30, 2003 and December 31, 2002, are summarized as follows ($ in thousands):



|                                                        |  | September 30, |           |   | December 31, |  
|------------------------------------------------------- |  | ------------- | --------- | - | ------------ | -
|                                                        |  | 2003          |           |   | 2002         |  
|Real estate mortgage loans:                             |  |               |           |   |              |  
|One-to-four family residential                          |  | $             | 407,408   |   |              | $
|Subprime mortgages                                      |  |               | 22,158    |   |              |  
|Multifamily residential                                 |  |               | 41,554    |   |              |  
|Warehouse lines of credit                               |  |               | 118       |   |              |  
|Commercial real estate                                  |  |               | 628,550   |   |              |  
|                                                        |  |               |           |   |              |  
|Mortgage loans secured by first liens held in portfolio |  |               | 1,099,788 |   |              |  
|Commercial (business) loans                             |  |               | 149,408   |   |              |  
|Home equity loans                                       |  |               | 350,111   |   |              |  
|High LTV Loans                                          |  |               | 15,955    |   |              |  
|Consumer loans                                          |  |               | 16,779    |   |              |  
|                                                        |  |               |           |   |              |  
|Total gross portfolio loans                             |  |               | 1,632,041 |   |              |  
|Less-allowance for loan losses                          |  |               | (23,241   | ) |              |  
|Less-premiums and unearned discounts on loans purchased |  |               | (442      | ) |              |  
|Less-unamortized loan fees, net                         |  |               | (124      | ) |              |  
|                                                        |  |               |           |   |              |  
|Total net loans held for portfolio                      |  |               | 1,608,234 |   |              |  
|Residential loans held for sale                         |  |               | 8,008     |   |              |  
|                                                        |  |               |           |   |              |  
|Net loans held for portfolio & loans held for sale      |  | $             | 1,616,242 |   |              | $
|                                                        |  |               |           |   |              |  



Mortgage loans serviced for others as
of September 30, 2003 and December 31, 2002, were $277.8 million and $462.4 million, respectively. Mortgage loan servicing rights (both purchased and originated) amounted to $4.0 million and $6.8 million at September 30, 2003 and December 31, 2002,
respectively. Loans on which interest was not being accrued at September 30, 2003 and December 31, 2002, totaled approximately $11.3 million and $22.2 million, respectively. Loans past due 90 days or more and still accruing interest at September 30,
2003 and December 31, 2002 were $10,000 and $18,000, respectively.



At
September 30, 2003, the composition of our loan portfolio, including loans held for sale, according to the location of the borrower or the real estate taken as underlying collateral, was as follows ($ in thousands):



|                                    |  |            |           | Outside of |   | Total    
|----------------------------------- |  | ---------- | --------- | ---------- | - | ---------
|                                    |  | In Florida |           | Florida    |   | Portfolio
|Based on Amounts                    |  |            |           |            |   |          
|Real estate mortgage loans:         |  |            |           |            |   |          
|One-to-four family residential      |  | $          | 366,734   |            | $ | 49,297   
|Subprime mortgages                  |  |            | 5,752     |            |   | 16,406   
|Multifamily residential             |  |            | 35,580    |            |   | 5,974    
|Warehouse lines of credit           |  |            | 118       |            |   |         
|Commercial real estate              |  |            | 609,022   |            |   | 15,908   
|                                    |  |            |           |            |   |          
|Mortgage loans secured by 1st liens |  |            | 1,017,206 |            |   | 87,585   
|Commercial (business) loans         |  |            | 148,752   |            |   | 219      
|Home equity loans                   |  |            | 341,901   |            |   | 11,592   
|High LTV loans                      |  |            | 1,544     |            |   | 13,902   
|Consumer loans                      |  |            | 16,408    |            |   | 374      
|                                    |  |            |           |            |   |          
|Total loans held in portfolio       |  | $          | 1,525,811 |            | $ | 113,672  
|                                    |  |            |           |            |   |          



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|                                    |  | In Florida |   |  | Outside ofFlorida |  
|----------------------------------- |  | ---------- | - |  | ----------------- | -
|As a Percent of Total Loans         |  |            |   |  |                   |  
|Real estate mortgage loans:         |  |            |   |  |                   |  
|One-to-four family residential      |  | 88.2       | % |  | 11.8              | %
|Subprime mortgages                  |  | 26.0       |   |  | 74.0              |  
|Multifamily residential             |  | 85.6       |   |  | 14.4              |  
|Warehouse lines of credit           |  | 100.0      |   |  |                  |  
|Commercial real estate              |  | 97.5       |   |  | 2.5               |  
|                                    |  |            |   |  |                   |  
|Mortgage loans secured by 1st liens |  | 92.1       |   |  | 7.9               |  
|Commercial (business) loans         |  | 99.9       |   |  | 0.1               |  
|Home equity loans                   |  | 96.7       |   |  | 3.3               |  
|High LTV loans                      |  | 10.0       |   |  | 90.0              |  
|Consumer loans                      |  | 97.8       |   |  | 2.2               |  
|                                    |  |            |   |  |                   |  
|Total loans held in portfolio       |  | 93.1       | % |  | 6.9               | %
|                                    |  |            |   |  |                   |  





5.    ALLOWANCE FOR LOAN LOSSES



In the evaluation of the allowance for loan losses, management segments the loan portfolio into common risk categories and, within those risk categories, between loans of
a homogenous nature and loans whose characteristics are non-homogenous. Homogenous types of loans include performing and nonperforming loans secured by first liens on residential properties, home equity loans and other types of consumer loans. Also,
included in this category are performing commercial (business) and commercial real estate loans with a total relationship balance of less than $500,000. Each individual grouping of homogenous loans is evaluated for impairment through the assignment
of a risk factor to assess the probable losses that have occurred as of the date of the financial statements. The loss factors used for these homogenous groupings of loans are based on historical loss statistics and trends in delinquencies, previous
and current underwriting standards, loan concentrations in geographic areas or specific industries and loan policies and procedures that may affect future loan collections.



Non-homogenous loans include commercial (business) and commercial real estate loans with a relationship balance of $500,000 or more that are
either nonperforming or, are performing and classified as substandard or doubtful as to repayment. These loans are evaluated individually for impairment based on our expectation of future cash flows from either the sale of
collateral or recovery of amounts from the borrower. The loss estimates for the homogenous and non-homogenous loans are consolidated to prepare a comprehensive loss estimate of the entire portfolio.



The allowance for loan losses amounted to $23.2 million and $28.0 million at September 30,
2003 and December 31, 2002, respectively. Changes in the allowance for loan losses were as follows ($ in thousands):



|                                |  | For the Nine Months Ended Sept. 30, |       
|------------------------------- |  | ----------------------------------- | ------
|                                |  | 2003                                |       
|Balance, beginning of period    |  | $                                   | 27,987
|Provision for loan losses       |  |                                     | (4,517
|Loans charged-off               |  |                                     | (4,985
|Recoveries of loans charged-off |  |                                     | 4,756 
|                                |  |                                     |       
|Net charge-offs                 |  |                                     | (229  
|                                |  |                                     |       
|Balance, end of period          |  | $                                   | 23,241
|                                |  |                                     |       





6.    INTANGIBLE ASSETS



Intangible assets subject to amortization are comprised of premiums on deposits and mortgage servicing rights, including unearned income from sale of servicing rights.
Following are gross carrying amounts



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and accumulated amortization (where applicable) and the estimated amortization expense for the three months ended
December 31, 2003 and each of the five succeeding years ($ in thousands):

|                                              |  | Premium on Deposits  |        |                         |  
|--------------------------------------------- |  | -------------------- | ------ | ----------------------- | -
|                                              |  | Gross CarryingAmount |        | AccumulatedAmortization |  
|At September 30, 2003:                        |  | $                    | 27,673 |                         | $
|                                              |  |                      |        |                         |  
|Estimated amortization:                       |  |                      |        |                         |  
|For the three months ending December 31, 2003 |  |                      |        |                         | $
|For the years ending December 31:             |  |                      |        |                         |  
|2004                                          |  |                      |        |                         |  
|2005                                          |  |                      |        |                         |  
|2006                                          |  |                      |        |                         |  
|2007                                          |  |                      |        |                         |  
|2008                                          |  |                      |        |                         |  





7.    RELATED PARTY TRANSACTIONS



Related Party Transactions with Mr. William R. Hough



Mr. William R. Hough is the Chairman of the Board of the Company, a director of the Company and the Bank, and our largest shareholder. Mr. Hough is also Chairman Emeritus
and the controlling shareholder of William R. Hough & Co. (WRHC), a NASD-member investment-banking firm. WRHC is compensated on a commission basis for acting as our agent in open-market purchases and sales of securities. For the nine
months ended September 30, 2003, we purchased $451.3 million and sold $234.4 million of mortgage-backed securities through WRHC. Purchases and sales of securities with WRHC were reviewed to ensure that prices paid or received were comparable to
similar transactions with unaffiliated third parties. We also periodically may purchase securities under agreement to repurchase from WRHC at a rate based on the prevailing federal funds rate plus one-eighth of one percent but there were no
purchases of this type during 2003.



Related Party Transactions with Other
Directors and Executive Officers



Certain other directors and executive
officers, members of their immediate families, and entities with which such persons are associated are customers of ours. As such, they had transactions in the ordinary course of business with us. Loans and commitments to lend to those persons were
comprised solely of one loan with a zero balance. The loan was made as a commercial business line of credit, made in the ordinary course of business, upon substantially the same terms as offered to non-affiliated borrowers.



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8.    CONVERTIBLE SUBORDINATED DEBENTURES



In May 2003, pursuant to the terms of the indenture, we issued a redemption notice for our
$15.0 million of 7% convertible subordinated debentures due 2011. All of the holders of those debentures elected to convert their securities into our $2.00 par value common stock rather than have the debentures redeemed for cash. By June 17, 2003,
the end of the period allowable for conversion of the 2011 debentures, we had issued 961,524 shares of our common stock to the holders.



In June, 2003, we issued a similar redemption notice to the holders of our $15.0 million of 7% convertible debentures due 2014. All of the holders of those securities
also elected to convert their debentures into our common stock. By July 28, 2003, the end of the period allowable for conversion of the 2014 debentures, we had issued 833,311 shares to the holders.



9.    DIVIDEND PAYMENTS, HOLDING COMPANY CASHFLOW AND DEBT SERVICE



On March 25, 2003, the Companys board of directors declared a cash
dividend in the amount of $0.04 per share payable on April 21, 2003 to common stockholders of record at April 7, 2003. On April 29, 2003, and on July 15, 2003, the board of directors of the Bank declared a cash dividend payable to the Company of
$2.0 million and $3.0 million, respectively. On October 17, 2003, the board of directors of the Bank declared an additional $3.0 million cash dividend payable to the Company.



At the Bank level, Florida statutes limit the amount of dividends that can be paid by the Bank to the Company in any given year to an amount
no greater than the Banks net income for the current year plus retained net income of the Bank from the preceding two years. As of September 30, 2003, the Bank had a net surplus for dividend payment purposes of $6.0 million. On September 30,
2003, the Company had unrestricted cash to be used for debt service totaling $10.7 million. The Companys annual debt service requirement, after taking into consideration the redemption or conversion of the Companys convertible
subordinated debentures due 2011 and 2014, is approximately $2.6 million.



10.    LEGAL PROCEEDINGS



For detailed
information on our legal proceedings, please refer to Part II, Item 1. of our report on Form 10-Q for the quarter ended September 30, 2003.





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REPUBLIC BANCSHARES, INC.

SELECTED QUARTERLY FINANCIAL INFORMATION

($ in thousands, except share data; unaudited)



|                                                         |  | Quarters Ended |           
|-------------------------------------------------------- |  | -------------- | ----------
|                                                         |  | Sept. 2003     |           
|RESULTS OF OPERATIONS:                                   |  |                |           
|Interest income                                          |  | $              | 31,075    
|Interest expense                                         |  |                | 12,061    
|                                                         |  |                |           
|Net interest income                                      |  |                | 19,014    
|Loan loss provision (recovery)                           |  |                | (5,365    
|                                                         |  |                |           
|Net interest income after loan loss provision (recovery) |  |                | 24,379    
|Noninterest income                                       |  |                | 5,342     
|Noninterest expense                                      |  |                | 21,160    
|                                                         |  |                |           
|Income before income taxes and minority interest         |  |                | 8,561     
|Income tax expense                                       |  |                | 3,197     
|Minority interest from subsidiary trust, net of tax      |  |                | (421      
|                                                         |  |                |           
|Net income                                               |  | $              | 4,943     
|                                                         |  |                |           
|Earnings per share  diluted                             |  | $              | 0.37      
|Weighted average shares outstanding diluted             |  |                | 13,265,744
|                                                         |  |                |           
|BALANCE SHEET DATA (at period-end):                      |  |                |           
|Total assets                                             |  | $              | 2,776,226 
|Securities                                               |  |                | 939,465   
|Loans (including loans held for sale)                    |  |                | 1,639,483 
|Nonperforming assets                                     |  |                | 13,090    
|Allowance for loan losses                                |  |                | 23,241    
|Deposits                                                 |  |                | 2,174,809 
|Stockholders equity                                     |  |                | 209,890   
|Book value per share (dollars)                           |  |                | 15.82     
|Tangible book value per share (dollars)                  |  |                | 14.98     
|                                                         |  |                |           
|SELECTED OPERATING RATIOS:                               |  |                |           
|Return on average assets                                 |  |                | 0.71      
|Return on average equity                                 |  |                | 9.51      
|Net interest margin                                      |  |                | 2.89      
|Operating efficiency ratio                               |  |                | 83.30     
|Loan loss allowance to portfolio loans                   |  |                | 1.42      
|Loan loss allowance to nonperforming loans               |  |                | 206.44    
|                                                         |  |                |           
|CAPITAL RATIOS:                                          |  |                |           
|Equity to assets                                         |  |                | 7.56      
|Equity & minority interest to assets                     |  |                | 8.60      
|Regulatory ratios  Bank:                                |  |                |           
|Tier 1 (leverage)                                        |  |                | 7.71      
|Tier 1 to risk assets                                    |  |                | 11.90     
|Total capital                                            |  |                | 13.18     
|Regulatory ratios  Company:                             |  |                |           
|Tier 1 (leverage)                                        |  |                | 8.19      
|Tier 1 to risk-assets                                    |  |                | 12.66     
|Total capital                                            |  |                | 13.93     
|                                                         |  |                |           
|OTHER DATA (at period-end):                              |  |                |           
|Number of branch banking offices                         |  |                | 71        
|Number of full-time equivalent employees                 |  |                | 857       



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REPUBLIC BANCSHARES, INC.

SELECTED QUARTERLY FINANCIAL INFORMATION

($ in thousands; unaudited)



|                                         |  | Quarters Ended |          
|---------------------------------------- |  | -------------- | ---------
|                                         |  | Sept. 2003     |          
|SELECTED AVERAGE BALANCES & YIELDS/COSTS |  |                |          
|Average balances:                        |  |                |          
|Assets:                                  |  |                |          
|Loans:                                   |  |                |          
|Residential                              |  | $              | 446,629  
|Commercial real estate                   |  |                | 656,712  
|Commercial (business)                    |  |                | 153,676  
|Consumer & other                         |  |                | 382,523  
|                                         |  |                |          
|Total loans                              |  |                | 1,639,540
|Securities                               |  |                | 908,936  
|Other earning assets                     |  |                | 35,076   
|Other assets                             |  |                | 173,921  
|                                         |  |                |          
|Total assets                             |  | $              | 2,757,473
|                                         |  |                |          
|Liabilities & Equity:                    |  |                |          
|Non-interest bearing deposits            |  | $              | 191,608  
|Interest-bearing deposits                |  |                | 1,993,862
|                                         |  |                |          
|Total deposits                           |  |                | 2,185,470
|Borrowings                               |  |                | 327,508  
|Other liabilities                        |  |                | 38,356   
|                                         |  |                |          
|Total liabilities                        |  |                | 2,551,334
|Total equity                             |  |                | 206,139  
|                                         |  |                |          
|Total liabilities & equity               |  | $              | 2,757,473
|                                         |  |                |          
|Average yields/costs:                    |  |                |          
|Earning assets                           |  |                | 4.74     
|Loans                                    |  |                | 5.54     
|Securities                               |  |                | 3.40     
|Deposits                                 |  |                | 2.16     
|Other interest-bearing liabilities       |  |                | 1.43     
|Total interest-bearing liabilities       |  |                | 2.06     
|                                         |  |                |          
|NONPERFORMING ASSETS:                    |  |                |          
|                                         |  |                |          
|Nonperforming loans:                     |  |                |          
|Residential first lien                   |  | $              | 7,505    
|Warehouse lines of credit                |  |                | 118      
|Commercial real estate and multifamily   |  |                | 604      
|Commercial (business)                    |  |                | 2,140    
|Home equity and consumer                 |  |                | 573      
|High LTV                                 |  |                | 318      
|                                         |  |                |          
|Total nonperforming loans(1)             |  |                | 11,258   
|                                         |  |                |          
|Other real estate:                       |  |                |          
|Residential                              |  |                | 1,507    
|Commercial                               |  |                | 325      
|                                         |  |                |          
|Total ORE                                |  |                | 1,832    
|                                         |  |                |          
|Total nonperforming assets               |  | $              | 13,090   
|                                         |  |                |          



(1)Includes all loans on nonaccrual and all loans 90 days and over past due and still accruing interest.



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##### Table of Contents

REPUBLIC BANCSHARES, INC.

SELECTED QUARTERLY FINANCIAL INFORMATION

($ in thousands; unaudited)



|                                                          |  | Quarters Ended |       
|--------------------------------------------------------- |  | -------------- | ------
|                                                          |  | Sept. 2003     |       
|Loan loss allowance activity                              |  |                |       
|Allowance for loan losses at beginning of period          |  | $              | 27,279
|Provision for loan losses                                 |  |                | (5,365
|                                                          |  |                |       
|Net (charge-offs) recoveries:                             |  |                |       
|Residential first lien                                    |  |                | (72   
|Warehouse lines of credit                                 |  |                | 3,687 
|Nonconforming first lien mortgages                        |  |                |      
|Commercial real estate/multifamily                        |  |                | (1,955
|Commercial (business)                                     |  |                | (136  
|Home equity                                               |  |                | 97    
|Consumer                                                  |  |                | (55   
|Other                                                     |  |                | (32   
|High LTV                                                  |  |                | (207  
|                                                          |  |                |       
|Net charge-offs                                           |  |                | 1,327 
|                                                          |  |                |       
|Allowance for loan losses at end of period                |  | $              | 23,241
|                                                          |  |                |       
|                                                          |  |                |       
|Net charge-offs (recoveries) to average loans-annualized: |  |                |       
|Residential first lien                                    |  |                | 0.07  
|Warehouse lines of credit                                 |  |                | NMF   
|Nonconforming first lien mortgages                        |  |                |      
|Commercial real estate/multifamily                        |  |                | 1.19  
|Commercial (business)                                     |  |                | 0.35  
|Home equity                                               |  |                | (3.94 
|Consumer and other                                        |  |                | 1.24  
|High LTV                                                  |  |                | 5.02  
|                                                          |  |                |       
|Net charge-offs (recoveries) to average loans             |  |                | (0.32 
|                                                          |  |                |       



NMF  Not meaningful



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##### Table of Contents

|Item 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- |  | -------------------------------------------------------------------------------------



The following discussion and analysis of our critical accounting policies, balance sheets, statements of operations, off-balance sheet
arrangements and aggregate contractual obligations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this report.



Critical Accounting Policies



Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission (SEC), advises all companies to include a discussion of
critical accounting policies or methods used in the preparation of financial statements. The Notes to the Consolidated Financial Statements include a summary of the significant accounting policies and methods used in the preparation of our
Consolidated Financial Statements. The following is a brief discussion of the more significant accounting policies and methods we employ. The consolidated financial statements are prepared in accordance with generally accepted accounting principles,
which require us to make estimates and assumptions. We believe that, of our significant accounting policies, the following involve a higher degree of judgment and complexity. Our management has discussed these critical accounting estimates with the
Audit Committee of the Board of Directors.



Fair
Value.    Certain financial instruments are recorded at fair value, or, in the case of loan servicing rights and loans held for sale, at the lower of amortized cost or fair value. Unrealized gains and losses may be reflected
in results of operations or as an adjustment to equity accounts as applicable. The preferred method of determining fair value is through use of listed market prices, where possible, and we utilize those market quotes whenever available. If listed
market prices are not readily available, fair value is determined based on other relevant factors and methods, including techniques using present value of cashflows. In preparing fair values using methods other than listed market prices, we employ
financial models to estimate those fair values. Those pricing models and their underlying assumptions determine the amount and timing of unrealized gains and losses recognized, and the use of different pricing models or assumptions could produce
different financial results. To the extent financial instruments have extended maturity dates, our estimates of fair value may involve greater subjectivity due to the lack of transparent market data available upon which to base modeling assumptions.
The illiquid nature of certain securities or debt instruments (such as certain mortgage obligations and mortgage-related loan products) also requires a high degree of judgment in determining fair value. The amount of assets on our balance sheet are
valued using pricing models comprising less than one percent of total assets but the fluctuation in fair value caused by relatively minor changes in the underlying assumptions could result in a material change in the results of operations. For an
additional discussion regarding the calculation of fair value and the underlying assumptions used in those analyses, see Note 3. Securities to the Consolidated Financial Statements.



Transfers of Financial Assets.    From time to time we may engage
in securitization activities. Gains and losses from securitizations are recognized in the consolidated statements of operations when we relinquish control of the transferred financial assets in accordance with SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This is a replacement of FASB Statement No. 125 and other related pronouncements. The gain or loss on the sale of financial assets depends in part on the previous
carrying amounts of the assets involved in the transfer, allocated between the assets sold and the retained interests based upon their respective fair values at the date of sale. We recognize any interests in the transferred assets and any
liabilities incurred in securitization transactions on the consolidated statements of financial condition at fair value. Subsequently, changes



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##### Table of Contents

in the fair value of interests accounted for as trading assets are recognized in the consolidated statements of
operations. The use of different pricing models or assumptions could produce different financial results. For an additional discussion regarding the calculation of fair value and the underlying assumptions used in those analyses, see Note 3.
Securities to the Consolidated Financial Statements.



Allowance for
Loan Losses.    The allowance for loan losses is established through a charge to the provision for loan losses which is made to reserve for estimated losses in outstanding loan balances. The allowance for loan losses
represents our estimate of the probable losses that have occurred as of the date of the financial statements, as further described in Note 1. Summary of Significant Accounting Policies and Note 5. Allowance for Loan Losses in
the notes to our consolidated financial statements included elsewhere in this report. The allowance for loan losses is a significant estimate and is regularly evaluated by us for adequacy by taking into consideration factors such as changes in the
nature and volume of the loan portfolio; trends in actual and forecasted portfolio credit quality, including delinquency, charge-off and bankruptcy rates; and current economic conditions that may affect a borrowers ability to pay. The use of
different estimates or assumptions could produce different provisions for loan losses. The actual loan losses ultimately incurred may differ from the provision estimate recorded for the first nine months of 2003.



Income taxes.    Our income tax policy results in recording the
estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as the tax effects of operating loss and tax credit carryforwards. We
follow specific and detailed guidelines regarding the recoverability of any tax assets recorded on the balance sheet and provide a valuation allowance, if required. Our deferred tax asset at September 30, 2003, totaled $16.2 million. We adopted the
actual charge-off method for recording loan loss provisions on our federal and state tax returns several years ago. Our allowance for loan losses, which totaled $23.2 million at September 30, 2003, has resulted in a charge against earnings for
financial reporting purposes but not for income tax purposes. This factor accounted for 54.1% of our deferred tax asset.



Comparison of Balance Sheets at September 30, 2003 and December 31, 2002



Overview



At September 30, 2003, we had total assets of $2.8 billion, stockholders equity of $209.9 million and a stated book value per share of $15.82. At year-end 2002
total assets were $2.5 billion, stockholders equity was $183.7 million and stated book value was $16.12. Portfolio loans, net of allowances for loan losses, were $1.6 billion at September 30, 2003, an increase of $160.4 million from December
31, 2002, while total deposits were $2.2 billion, an increase of $105.1 million from year-end 2002.





Securities



Securities, primarily mortgage-backed investments issued by one of the federal guarantee agencies, were $939.5 million at September 30, 2003 as compared to $827.9 million
at the end of last year, an increase of $111.6 million. Mortgage-backed securities increased $90.9 million since the end of last year and $23.0 million of corporate bonds and asset-backed securities were purchased in 2003. At September 30, 2003,
$931.1 million of securities were classified as available for sale, none were in the held to maturity category and $8.4 million of securities were trading assets. The trading assets consisted of $7.5 million in overcollateralization and residual
interests in cash flows from securitizations in December 1997 and June 1998 and $831,000 in the excess interest-only spread on mortgage servicing rights.



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##### Table of Contents

Purchases of new securities in 2003 to replace securities sold and portfolio amortization totaled $710.3 million for the
first nine months of 2003. The annualized yield on average total securities for the first nine months of 2003 was 3.83%, a decrease of 141 basis points from the yield earned in the first nine months of 2002. This decline was primarily the result of
three factors, including (1) an increase in prepayments to mortgage securities which caused an increase in the amortization of the premiums paid to purchase those securities, (2) purchases of new securities at yields below the portfolio average and,
(3) downward repricing of adjustable rate securities. The weighted average duration of the securities portfolio (defined as the weighted average term of cash flows from an investment, including both principal and interest repayments) was 2.1 years
at September 30, 2003 compared to 1.3 years at the end of 2002.





Loans



Our loan portfolio grew at an average annualized rate of 11.1% in the first nine months of 2003. Total loans (including loans held for sale) increased by $126.2 million from year-end 2002 to $1.6 billion at September
30, 2003. Loan originations for the first nine months of 2003 were $945.1 million, with the third quarters production level at $295.5 million. Our portfolio of Florida loans grew by $182.7 million or an average annualized rate of 18.1% while
the portfolio of loans outside Florida declined by $56.5 million or an average annualized rate of 44.3%. At September 30, 2003, Florida loans comprised 93.1% of the loan portfolio, up from 88.8% at year-end 2002. Loans outside Florida have decreased
to 6.9% of the portfolio from 11.2% at December 31, 2002. Management discontinued originating new loans outside Florida in 2000 as part of its strategy to reduce credit risk in the loan portfolio.



By category, commercial business loans increased $3.7 million to $149.0 million and now
comprise 9.1% of total loans and commercial real estate loans, including multi-family, increased $79.2 million to $666.5 million or 40.7% of total loans. Home equity loans, our principal consumer lending product, increased $68.7 million to $344.1
million or 21.0% of total loans. Residential loans decreased $15.5 million to $438.3 million or 26.7% of total loans. Most new originations of residential loans during the first nine months of 2003 were fixed rate, all of which are sold to
investors. The weighted average duration of the loan portfolio was 1.6 years at September 30, 2003 compared to 1.5 years at the end of 2002.



The annualized yields on residential loans, commercial and commercial real estate loans, and consumer loans (including home equity loans) for the first nine months of
2003 were 5.95%, 5.92%, and 5.62%, respectively, resulting in an annualized yield on the total loan portfolio of 5.86%. The yields on those same categories in the first nine months of 2002 were 7.03%, 7.01%, and 6.90%, respectively, resulting in an
annualized yield on the total loan portfolio for 2002 of 6.99%. This reflects a decrease of 113 basis points on the annualized yield on the total loan portfolio during the first nine months of 2003 compared to the same period in 2002. The decrease
in yield resulted primarily from the lower overall interest rate environment. Approximately 67.7% of our loan portfolio is indexed to the prime, LIBOR and Treasury interest rates. The average prime interest rate was 4.17% during the first nine
months of 2003 compared to 4.75% for the same period of 2002, a decrease of 58 basis points. Short term LIBOR and Treasury rates declined by approximately 82 basis points over the same periods.



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##### Table of Contents

Allowance for Loan Losses



The allowance for loan losses amounted to $23.2 million (1.4% of portfolio loans) at September 30, 2003, compared with $28.0 million (1.9% of portfolio loans) at
December 31, 2002. Activity to the allowance in 2003 included a credit to the provision for loan losses of $4.5 million and net loan charge-offs of $229,000. The credit to the provision resulted from a $3.75 million recovery of an amount charged-off
in 2001 and the recovery of allowances allocated to impaired loans that were sold or otherwise disposed of at amounts greater than their carrying value. At September 30, 2003, the ratio of the allowance for loan losses to nonperforming loans was
206.4% compared to 125.9% at the end of 2002.





Nonperforming Assets



Nonperforming assets amounted to $13.1 million (0.5% of total assets) at September 30, 2003, compared with $39.0 million (1.5% of total assets) at December 31, 2002, a decrease of $25.9 million. Commercial real estate
nonperformers declined by $8.2 million and residential nonperformers declined by $2.2 million, primarily from sale of nonperforming assets at amounts greater than their impaired valuation. ORE balances decreased $15.0 million to $1.8 million during
the nine month period ending September 30, 2003, due primarily to the sale, in the second quarter of 2003, of our largest nonperforming asset, a hotel in Wilmington, Delaware, which comprised 31.8% of total nonperforming assets at December 31, 2002.





Deposits



Total deposits were $2.2 billion at September 30,
2003, a $105.1 million increase from the prior year-end. By category, money market and savings accounts decreased by $6.7 million, checking accounts increased by $58.2 million, and time deposits increased by $53.6 million. As of September 30, 2003,
we had 45.7% of deposits in the lower-costing core deposit categories of checking, savings and money market accounts compared to 45.5% as of December 31, 2002.





Federal Home Loan Bank (FHLB) Advances



Advance borrowings from the FHLB, secured by a blanket lien on our mortgage loan portfolio
and pledge of securities from our securities portfolio, increased by $136.5 million from $172.2 million at the end of 2002 to $308.7 million at September 30, 2003. These borrowings had the following rate and maturity characteristics as of September
30, 2003 ($ in thousands):





|                           |  | Amount |         | Weighted Average Rate |     
|-------------------------- |  | ------ | ------- | --------------------- | ----
|Maturing in:               |  |        |         |                       |     
|30 days or less  variable |  | $      | 255,000 |                       | 1.30
|2-12 months  fixed        |  |        | 14,250  |                       | 1.20
|Over 1 year  fixed        |  |        | 39,482  |                       | 2.46
|                           |  |        |         |                       |     
|Total                      |  | $      | 308,732 |                       | 1.46
|                           |  |        |         |                       |     



At September 30, 2003, our credit line
availability with the FHLB was increased to 30% of our total assets or $832.9 million of which $308.7 million had been used.



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##### Table of Contents

Holding Company Senior Debt



In June 2003, we entered into a loan agreement with SunTrust Bank, N.A., wherein SunTrust extended a revolving line of credit to us in the
amount of $10.0 million, maturing in one year. The purpose of the line of credit was to provide interim financing for the holding company, if needed. Interest is payable quarterly based on the 90 day LIBOR rate plus 1.15%. Through September 30,
2003, we had not used this line of credit.





7% Convertible Subordinated Debentures Due 2011 and 2014



In May 2003, we issued a redemption notice for our 7% convertible subordinated debentures due 2011; however, all of the holders of those debentures elected to convert
their securities into our $2.00 par value common stock at a conversion ratio of 64.1025 shares per $1,000 principal amount of the 2011 Debentures, a conversion price of $15.60 per share. By June 17, 2003, the end of the period allowable for
conversion of the 2011 debentures, we had issued 961,524 shares of common stock to the holders. In June, 2003, we issued a similar redemption notice to the holders of our $15.0 million of 7% convertible debentures due 2014. The holders of those
securities also elected to convert their securities into our common stock at a conversion rate of 55.5556 shares per $1,000 principal amount of the 2014 Debentures, a conversion price of $18.00 per share. By July 28, 2003, the end of the period
allowable for conversion of the 2014 debentures, we had issued 833,311 shares to the holders.





Stockholders Equity



Stockholders equity was $209.9 million at September 30, 2003, or 7.6% of total assets, compared to $183.7 million or 7.3% of total assets at December 31, 2002. The
number of common shares outstanding at September 30, 2003 was 13,267,294, compared to 11,398,059 shares of common stock outstanding at December 31, 2002. This increase in the number of shares of common stock was due, in part, to the conversion of
the 2011 debentures into 961,524 shares of common stock in the second quarter of 2003 and the conversion of the 2014 debentures into 833,311 shares of common stock in the third quarter of 2003. The market value of the available for sale segment of
the securities portfolio during the first nine months of 2003 decreased relative to the value at the end of 2002, which resulted in a $12.3 million after-tax valuation decrease on securities classified as available-for-sale.



At September 30, 2003, the Banks tier 1 (leverage) capital ratio was 7.71%, its tier 1
(risk-based) capital ratio was 11.90%, and its total risk-based capital ratio was 13.18%, all in excess of minimum FDIC guidelines for an institution to be considered a well-capitalized bank. The same ratios for the Company at September
30, 2003, were 8.19%, 12.66%, and 13.93%, respectively.





Comparison of Results of Operations for the Three Months Ended September 30, 2003 and 2002



Overview



Net income for the quarter ended September 30, 2003 was $4.9 million, or $0.37 per share, (on a diluted basis) compared with net income of $1.6 million, or $0.14 per
share on the same basis, for the same period in 2002. Items of an unusual or infrequently occurring nature in the third quarter of 2003 included: (1) a $3.75 million recovery from the claim we had been pursuing on our fidelity bond; (2) a $550,000
charge related to ongoing litigation; and (3) a $540,000 lease impairment charge. These items together contributed $0.13 per share to the third quarter results.



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##### Table of Contents

Analysis of Net Interest Income (see table on page 23)



Net interest income for the three months ended September 30, 2003, was $19.0 million compared
with $20.2 million for the same period last year, a $1.1 million or 5.7% decrease. Net interest margin in the third quarter of 2003 was 2.89% compared to 3.47% a year ago, a decline of 58 basis points. The decline in net interest income was largely
the result of prepayments to the mortgage securities portfolio, which has been substantial during this period of refinancings. This factor reduced net interest income by $775,000 and net interest margin by 12 basis points. In addition, our balance
sheet is asset-sensitive for the first 120 days following a cut in short-term interest rates and the series of rate cuts in 2002 and 2003 have depressed asset yield faster than the corresponding reductions in funds costs.



Average asset yield decreased by 145 basis points from 6.19% for the same period in 2002 to
4.74% for 2003. The yield on the loan portfolio declined 128 basis points from 6.82% for the three months ended September 30, 2002 to 5.54% for the current quarter. Variable or adjustable rate loans comprised $1.1 billion or 67.7% of our loan
portfolio at September 30, 2003 while fixed rate loans comprised $529.7 million or 32.3%. Our securities portfolio was comprised of $684.0 million or 70.3% with variable or adjustable rate repricing features and $289.3 million or 29.7% that were
fixed rate. The average cost of interest-bearing liabilities decreased by 94 basis points from 3.00% to 2.06%. The average time deposit cost declined 88 basis points from 3.98% to 3.10% while money market and savings deposits declined in cost by 86
and 63 basis points, respectively. The average cost of borrowings from the FHLB declined from 2.68% to 1.45%.





Noninterest Income



Noninterest income for the three months ended September 30, 2003, was $5.3 million compared with $4.1 million for the same period in 2002, an increase of $1.2 million.
Our residential mortgage operation generated $1.5 million in gains on the sale of newly-originated fixed rate loans, a $1.0 million or 225.3% increase over last year, loan service fees increased by $354,000 and deposit service fees increased by
$216,000. Gains on the sale of securities decreased by $1.1 million, trading portfolio gains increased by $783,000 and ancillary loan fee income declined by $99,000, primarily from a decline in prepayment fee income on commercial and commercial real
estate loans.



The following table reflects the components of noninterest
income for the three months ended September 30, 2003 and 2002 ($ in thousands):



|                                       |  | For the Three Months Ended September 30, |      
|-------------------------------------- |  | ---------------------------------------- | -----
|                                       |  | 2003                                     |      
|Service charges on deposit accounts    |  | $                                        | 1,766
|Loan service fees, net                 |  |                                          | (276 
|Other loan fee income                  |  |                                          | 552  
|Gains on sale of loans, net            |  |                                          | 1,493
|Market adjustment on trading portfolio |  |                                          | 865  
|Gain on sale of securities, net        |  |                                          | 537  
|Other income                           |  |                                          | 405  
|                                       |  |                                          |      
|Total noninterest income               |  | $                                        | 5,342
|                                       |  |                                          |      



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##### Table of Contents

The following table summarizes the average yields earned on interest earning assets and the average rates paid on
interest bearing liabilities for the three months ended September 30, 2003 and 2002 ($ in thousands):



|                                        |  | Three Months Ended September 30, |          
|--------------------------------------- |  | -------------------------------- | ---------
|                                        |  | 2003                             |          
|                                        |  | AverageBalance                   |          
|Summary of Average Rates                |  |                                  |          
|Interest earning assets:                |  |                                  |          
|Loans                                   |  | $                                | 1,639,540
|Securities                              |  |                                  | 908,936  
|Interest bearing deposits in banks      |  |                                  | 6,290    
|FHLB stock                              |  |                                  | 15,881   
|Federal funds sold                      |  |                                  | 12,905   
|                                        |  |                                  |          
|Total interest earning assets           |  |                                  | 2,583,552
|Noninterest earning assets              |  |                                  | 173,921  
|                                        |  |                                  |          
|Total assets                            |  | $                                | 2,757,473
|                                        |  |                                  |          
|Interest bearing liabilities:           |  |                                  |          
|Interest checking                       |  | $                                | 223,247  
|Money market                            |  |                                  | 384,555  
|Savings                                 |  |                                  | 180,758  
|Time deposits                           |  |                                  | 1,205,303
|FHLB advances                           |  |                                  | 281,919  
|Subordinated debt                       |  |                                  | 3,575    
|Other borrowings                        |  |                                  | 42,013   
|                                        |  |                                  |          
|Total interest bearing liabilities      |  |                                  | 2,321,370
|                                        |  |                                  |          
|Noninterest bearing liabilities         |  |                                  | 229,964  
|Stockholders equity                    |  |                                  | 206,139  
|                                        |  |                                  |          
|Total liabilities and equity            |  | $                                | 2,757,473
|                                        |  |                                  |          
|Net interest income/net interest spread |  |                                  |          
|                                        |  |                                  |          
|Net interest margin                     |  |                                  |          
|                                        |  |                                  |          
|                                        |  |                                  |          
|                                        |  | Increase (Decrease) Due to       |          
|                                        |  | Volume                           |          
|Changes in Net Interest Income          |  |                                  |          
|Interest earning assets:                |  |                                  |          
|Loans                                   |  | $                                | 2,323    
|Securities                              |  |                                  | 1,021    
|Interest bearing deposits in banks      |  |                                  | (23      
|FHLB stock                              |  |                                  | 8        
|Federal funds sold                      |  |                                  | 3        
|                                        |  |                                  |          
|Total change in interest income         |  |                                  | 3,332    
|Interest bearing liabilities:           |  |                                  |          
|Interest checking                       |  |                                  | 31       
|Money market                            |  |                                  | 17       
|Savings                                 |  |                                  | 13       
|Time deposits                           |  |                                  | 1        
|FHLB advances                           |  |                                  | 882      
|Subordinated debt                       |  |                                  | (455     
|Other borrowings                        |  |                                  | 23       
|                                        |  |                                  |          
|Total change in interest expense        |  |                                  | 512      
|                                        |  |                                  |          
|Total change in net interest income     |  | $                                | 2,820    
|                                        |  |                                  |          





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##### Table of Contents

Noninterest Expense



Total noninterest expenses for the third quarter of 2003 were $21.2 million compared with $19.2 million for the same period last year, an increase of $2.0 million.
Expansion of staff in the loan production areas of the Bank and rising employee medical costs were the reasons for the $1.2 million increase in salaries and benefits expenses. Net occupancy costs increased primarily from the $540,000 lease
impairment charge and the other operating expense category included a $550,000 litigation accrual. Increased advertising activity and the costs associated with sponsorship of the Tampa Bay Buccaneers are the reasons for the increase in
advertising and marketing expenses.



The following table reflects the
components of noninterest expenses for the three months ended September 30, 2003 and 2002 ($ in thousands):

|                                    |  | For the Three Months Ended September 30, |       
|----------------------------------- |  | ---------------------------------------- | ------
|                                    |  | 2003                                     |       
|Salaries and benefits               |  | $                                        | 10,482
|Net occupancy expense               |  |                                          | 3,960 
|Advertising and marketing           |  |                                          | 579   
|Data processing fees and services   |  |                                          | 1,618 
|Loan collection costs (recoveries)  |  |                                          | 256   
|Other operating expenses            |  |                                          | 3,393 
|ORE expense, net of ORE income      |  |                                          | 180   
|Amortization of premium on deposits |  |                                          | 692   
|                                    |  |                                          |       
|Total noninterest expense           |  | $                                        | 21,160
|                                    |  |                                          |       





Comparison of Results of Operations for the Nine Months Ended September 30, 2003 and 2002



Overview



Net income for the nine months ended September 30, 2003, was $8.4 million, or $0.69 per share (on a diluted basis) compared with net income of $4.3 million, or $0.37 per
share on the same basis, for the same period in 2002. Net income for 2003 included a $3.75 million pretax recovery from settlement of a claim on the Companys Financial Institution Bond that related to a loan fully charged off in the third
quarter of 2001. On an after-tax basis, the recovery contributed $2.4 million or $0.18 per share to earnings in the third quarter.



Analysis of Net Interest Income (see table on page 26)



Net interest income for the nine months ended September 30, 2003, was $57.2 million compared with $58.9 million for the same period last year, a $1.6 million or 2.8%
decrease. Net interest margin in the first nine months of 2003 was 3.03% compared to 3.37% a year ago, a decline of 34 basis points. The decline in net interest margin was largely caused by acceleration in mortgage prepayments and continued
reductions in the indices used for many short-term earning assets. Average asset yield decreased by 121 basis points from 6.30% for the same period in 2002 to 5.09% for 2003. The yield on the loan portfolio declined by 114 basis points from 7.00% to
5.86% while the securities portfolio declined in yield by 141 basis points from 5.24% to 3.83%. The average cost of interest-bearing liabilities decreased by 91 basis points from 3.19% to 2.28%. The average cost of time deposits declined by 103
basis points from 4.33% a year ago to 3.30% for the nine-month period this year. Money market and savings average costs declined by 128 basis points to 2.20% during this same period.



24



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##### Table of Contents

Noninterest Income



Noninterest income for the nine months ended September 30, 2003, was $14.2 million compared with $10.7 million for the same period in 2002, an increase of $3.5 million.
Our residential mortgage operation generated $3.5 million in gains on the sale of newly-originated fixed rate loans, a $2.4 million or 222.3% increase over last year. Gains on the sale of mortgage securities were $3.5 million, an increase of $1.6
million or 83.3% over the first nine months of 2002 and the market adjustment on the trading portfolio contributed an additional $827,000.



The following table reflects the components of noninterest income for the nine months ended September 30, 2003 and 2002 ($ in thousands):



|                                       |  | For the Nine Months Ended September 30, |       
|-------------------------------------- |  | --------------------------------------- | ------
|                                       |  | 2003                                    |       
|Service charges on deposit accounts    |  | $                                       | 5,019 
|Loan service fees, net                 |  |                                         | (1,478
|Other loan fee income                  |  |                                         | 1,612 
|Gains on sale of loans, net            |  |                                         | 3,507 
|Gain on sale of securities, net        |  |                                         | 3,520 
|Market adjustment on trading portfolio |  |                                         | 909   
|Other income                           |  |                                         | 1,122 
|                                       |  |                                         |       
|Total noninterest income               |  | $                                       | 14,211
|                                       |  |                                         |       





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##### Table of Contents

The following table summarizes the average yields earned on interest earning assets and the average rates paid on
interest bearing liabilities for the nine months ended September 30, 2003 and 2002 ($ in thousands):



|                                        |  | Nine Months Ended September 30, |          
|--------------------------------------- |  | ------------------------------- | ---------
|                                        |  | 2003                            |          
|                                        |  | AverageBalance                  |          
|Summary of Average Rates                |  |                                 |          
|Interest earning assets:                |  |                                 |          
|Loans                                   |  | $                               | 1,579,533
|Securities                              |  |                                 | 873,022  
|Interest bearing deposits in banks      |  |                                 | 11,972   
|FHLB stock                              |  |                                 | 15,677   
|Federal funds sold                      |  |                                 | 12,264   
|                                        |  |                                 |          
|Total interest earning assets           |  |                                 | 2,492,468
|Noninterest earning assets              |  |                                 | 165,960  
|                                        |  |                                 |          
|Total assets                            |  | $                               | 2,658,428
|                                        |  |                                 |          
|Interest bearing liabilities:           |  |                                 |          
|Interest checking                       |  | $                               | 213,596  
|Money market                            |  |                                 | 392,687  
|Savings                                 |  |                                 | 185,614  
|Time deposits                           |  |                                 | 1,165,959
|FHLB advances                           |  |                                 | 233,083  
|Subordinated debt                       |  |                                 | 19,689   
|Other borrowings                        |  |                                 | 37,639   
|                                        |  |                                 |          
|Total interest bearing liabilities      |  |                                 | 2,248,267
|                                        |  |                                 |          
|Noninterest bearing liabilities         |  |                                 | 219,353  
|Stockholders equity                    |  |                                 | 190,808  
|                                        |  |                                 |          
|Total liabilities and equity            |  | $                               | 2,658,428
|                                        |  |                                 |          
|Net interest income/net interest spread |  |                                 |          
|                                        |  |                                 |          
|Net interest margin                     |  |                                 |          
|                                        |  |                                 |          
|                                        |  |                                 |          
|                                        |  | Increase (Decrease) Due to      |          
|                                        |  | Volume                          |          
|Changes in Net Interest Income          |  |                                 |          
|Interest earning assets:                |  |                                 |          
|Loans                                   |  | $                               | 5,616    
|Securities                              |  |                                 | 898      
|Interest bearing deposits in banks      |  |                                 | (15      
|FHLB stock                              |  |                                 | 40       
|Federal funds sold                      |  |                                 | (12      
|                                        |  |                                 |          
|Total change in interest income         |  |                                 | 6,527    
|Interest bearing liabilities:           |  |                                 |          
|Interest checking                       |  |                                 | 64       
|Money market                            |  |                                 | (65      
|Savings                                 |  |                                 | 29       
|Time deposits                           |  |                                 | 465      
|FHLB advances                           |  |                                 | 1,862    
|Subordinated debt                       |  |                                 | (529     
|Other borrowings                        |  |                                 | 28       
|                                        |  |                                 |          
|Total change in interest expense        |  |                                 | 1,854    
|                                        |  |                                 |          
|Total change in net interest income     |  | $                               | 4,673    
|                                        |  |                                 |          



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##### Table of Contents

Noninterest Expense



Total noninterest expenses for the first nine months of 2003 were $60.6 million compared with $55.8 million for the same period last year, an increase of $4.8 million.
The $1.8 million increase in the ORE expense line item was primarily due to costs incurred and expense accruals associated with a nonperforming real estate property, a hotel in Wilmington, Delaware, which was sold on May 28, 2003. Salaries and
benefits expenses increased $1.4 million of which $618,000 resulted from higher compensation costs and $800,000 from increased costs for employee benefits, primarily medical insurance premiums for employees. Also, the other operating
expense category included a $550,000 charge to record the amount of loss on pending litigation considered probable at this time and net occupancy expense included a $540,000 charge to record additional impairment on a lease obligation.



The following table reflects the components of noninterest expenses for the
nine months ended September 30, 2003 and 2002 ($ in thousands):

|                                    |  | For the Nine Months Ended September 30, |       
|----------------------------------- |  | --------------------------------------- | ------
|                                    |  | 2003                                    |       
|Salaries and benefits               |  | $                                       | 30,279
|Net occupancy expense               |  |                                         | 10,782
|Advertising and marketing           |  |                                         | 862   
|Data processing fees and services   |  |                                         | 4,813 
|Loan collection costs               |  |                                         | 385   
|Other operating expense             |  |                                         | 8,836 
|ORE expense, net of ORE income      |  |                                         | 2,596 
|Amortization of premium on deposits |  |                                         | 2,075 
|                                    |  |                                         |       
|Total noninterest expense           |  | $                                       | 60,628
|                                    |  |                                         |       



Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The primary objective of interest rate risk management is to minimize the effect that changes in interest rates have on net interest income. The Asset / Liability
Management Committee (ALCO) meets at least quarterly to monitor interest rate risk in the loan, investment and liability portfolios.



Management uses simulation software to measure asset and liability duration and the sensitivity of projected net interest income to changes in interest rates. The
simulation process takes into account the current contractual agreements with customers on deposits, borrowings, loans, investments and any commitments to enter into those transactions in the future. Also considered are the current volumes, average
rates and scheduled maturities and payments of asset and liability portfolios, together with projected prepayments and new business volumes. At September 30, 2003, the duration of our assets was 2.10 years while the duration of our liabilities and
equity was 2.14 years. There were no contractual off-balance sheet arrangements at September 30, 2003.



The following table shows the effect that the indicated changes in interest rates would have on net interest income, projected for the next 12 months under a static interest rate scenario. Each change in
interest rates is ramped pro rata over a 12-month time horizon. The resulting change in net interest income from the static interest rate projection provides one measure of sensitivity in relation to changing interest rates, given the assumptions
used in this process.



27



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##### Table of Contents

The percentage change projected for net interest income from a static rate projection, assuming a rate shock ramped over
a 12-month period, was as follows:



|If interest rates:        |  | Change-% |   
|------------------------- |  | -------- | --
|Increase 100 basis points |  | (1.73    | )%
|Increase 200 basis points |  | (3.42    | ) 
|Decrease 100 basis points |  | (0.50    | ) 
|Decrease 200 basis points |  | (2.11    | ) 



Item 4.    CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures





We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the Evaluation), under the supervision
and with the participation of our Chief Executive Officer (CEO) and Treasurer and Principal Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (Disclosure Controls). Based on
the Evaluation, our CEO and CFO concluded that subject to the limitations noted below, our Disclosure Controls are effective in timely alerting them to material information required to be included in our periodic SEC reports.





Changes in
Internal Controls



There has not been any change in our internal controls
over financial reporting identified in connection with the evaluation that occurred during the quarter ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, those controls.





Limitations
on the Effectiveness of Controls



Our management, including our CEO and
CFO, does not expect that our Disclosure Controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.



The design of any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



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##### Table of Contents

CEO and Treasurer Certifications



Exhibits 31.1 and 31.2 are Certifications of the CEO and CFO, respectively. The Certifications are required in accord with Section 302 of
the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This item of this report, which you are currently reading, is the information concerning the Evaluation referred to in the Section 302 Certifications and this information
should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.





Part II.    OTHER INFORMATION



Item 1.    Legal Proceedings



Trustee for Atlantic International Mortgage Co. v. Republic Bank:



Steven S. Oscher, Chapter 11 Trustee for Atlantic International Mortgage Company, Plaintiff, v. Republic Bank, Defendant. United States Bankruptcy Court, Middle District of Florida, Tampa Division; Case No. 00-18055-8C1; Adversary
Proceeding No. 02-00964-8C1. Date of service: November 26, 2002.



The Bank was
named as a defendant in a complaint filed on November 20, 2002, in the United States Bankruptcy Court for the Middle District of Florida, in Tampa. The plaintiff is the trustee of three affiliated entities (the Debtors) that were
borrowers under a now-discontinued mortgage warehouse lending program. The Debtors filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code on November 21, 2000. Shortly after the Debtors filed bankruptcy, the
court appointed a Chapter 11 trustee who took control of the Debtors business and assets. Prior to filing for such relief, the Debtors, through lines of credit and other forms of indebtedness, borrowed amounts in excess of $11.0 million from
the Bank. The Bankruptcy Code provides that certain transfers of property by a debtor may be avoided if such transfers were made within the 90 days prior to the Bankruptcy filing and the transfer provides the creditor more than it would have
received under Chapter 7 of the Bankruptcy Code. The plaintiff alleges that the Bank received payments in or obtained an interest in approximately $3.1 million of funds and real estate collateral, or the value thereof, that were avoidable pursuant
to the Bankruptcy Code because such events occurred within the 90 day preference period or were received after filing for bankruptcy but not authorized pursuant to the Bankruptcy Code. As a result, the plaintiff has requested that the foregoing
transfer from the Debtors to the Bank be avoided, that the Bank return such payments and collateral, and any other relief that is appropriate.



The lawsuit was filed one day before the expiration of the applicable statute of limitations. The Bank was not approached about the matters raised in the complaint prior
to the complaint being filed. Management believes there may be certain defenses to the claims made, including most significantly, a defense that the alleged transfers to the Bank did not constitute preferences avoidable under bankruptcy law because
the Bank was a valid and perfected secured creditor. Evaluation of the claim and the Banks defenses is ongoing. Management has determined that it is probable that transfers of payments and collateral totaling $550,000 (included in the
plaintiffs alleged damages of $3.1 million) will likely be avoided and returned to the plaintiff. An accrual for this amount has been recorded. Management has not reached any conclusion concerning the merits of other aspects of this lawsuit.



29



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##### Table of Contents

James Baker, et al v. Republic Bank:



James and Jill Baker and Jeffrey A. and Michelle A. Cox and William S. and Linda A. Springer, Plaintiffs, v. Century Financial Group, Inc.
and Master Financial, Inc. and others, Defendants. Circuit Court of Clay County Missouri at Liberty; Case No. CV100-4294 CC00-18055-8C1; Adversary Proceeding No. 02-00964-8C1. Date Republic was served: February 21, 2003.



The Bank has been named as one of 35 investor defendants in a class action lawsuit filed on
behalf of several Missouri residential real estate owners or borrowers. The plaintiffs obtained second mortgage High LTV Loans from Century Financial, Inc. (Century), during the 1997-1998 timeframe. During this period, the Bank purchased
loans from Century and, of those purchases, has identified 12 loans secured by properties in Missouri totaling approximately $690,000. The plaintiffs allege that Century charged illegal loan origination fees and closing costs in violation of the
Missouri Second Mortgage Loans Act. Under the purchase agreement with Century, all fees and costs collected by Century were retained by them. The plaintiffs are seeking both actual and punitive damages. The Bank is vigorously defending itself
against this lawsuit but has not at this point reached any conclusion regarding the merits of the lawsuit.





Peak Partners, L.P. v. Republic Bank:



Peak Partners, L.P., Plaintiff, v. Republic Bank and U.S. Bank Trust National Association, Defendants. United States District Court, District of New Jersey, Civil Action
No. 02-1831 (GEB). Date Republic was served: March 19, 2002.



The plaintiff in
this case purchased certain mortgage-backed notes with a face amount of $7.5 million that were collateralized by High LTV Loans and issued by Keystone Owner Trust 1998-P2. The Bank is the servicer of record for the mortgages underlying the trust.
The plaintiff later sold its investment for an amount higher than its purchase price. The plaintiff is alleging that a correction made to reporting of amounts remitted by the mortgage holders diminished the value of its investment and is seeking
$500,000 in damages. The lawsuit, which includes claims for negligence, negligent misrepresentation and fraud, is pending in the United States District Court for the District of New Jersey-Trenton Vicinage. Discovery is continuing in this matter.
The Bank believes the lawsuit to be without merit.



The Bank intends to respond
appropriately to the three lawsuits described and vigorously protect its interests. However, at this time, the Bank cannot conclude whether or not it will prevail in such litigation. We also are subject to various other legal proceedings in the
ordinary course of business. Based on information presently available, we do not believe that the ultimate outcome in such other proceedings, in the aggregate, would have a material adverse effect on our financial position or results of operations.



30



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##### Table of Contents

Item 6.    Exhibits and Report on Form 8-K



|(a) | Exhibits:
|--- | ---------



|3.1  |  | Amended and Restated Articles of Incorporation of Registrant (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.2  |  | By-Laws of Registrant (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|4.1  |  | Specimen Common Stock Certificate (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | 
|31.1 |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|31.2 |  | Certification by the Treasurer and Principal Financial and Accounting Officer of Registrant submitted to the Securities and Exchange Commission pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 
|32.1 |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange Act except to the extent that the Registrant specifically requests
that such Certification is incorporated by reference into a filing under the Securities Act or Exchange Act. This Certification is being furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.
|     | 
|32.2 |  | Certification by the Treasurer and Principal Financial and Accounting Officer of Registrant submitted to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the
Registrant specifically requests that such Certification is incorporated by reference into a filing furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.                                    



| | (1) | Incorporated by reference to Registrants Registration Statement on Form S-4, File No. 33-80895, filed December 28, 1995.
| | --- | -------------------------------------------------------------------------------------------------------------------------



|(b) | The following reports on Form 8-K were filed as follows:
|--- | --------------------------------------------------------



| | (1) | Report on Form 8-K dated and filed October 20, 2003.Disclosed the issuance of a Press Release relating to the Companys earnings for the quarter ended September 30, 2003.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



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##### Table of Contents



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  | REPUBLIC BANCSHARES, INC.                                                                                   
|----------------------- |  | ------------------------------------------------------------------------------------------------------------
|                        | 
|Date: November 14, 2003 |  | By: /s/ William R. KlichWilliam R. Klich President and Chief Executive Officer (Principal Executive Officer)
|                        | 
|Date: November 14, 2003 |  | By: /s/ William R. FalzoneWilliam R. Falzone Treasurer (Principal Financial and Accounting Officer)         



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##### Table of Contents

EXHIBIT INDEX



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|3.1         |  | Amended and Restated Articles of Incorporation of Registrant(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|3.2         |  | By-Laws of Registrant(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|4.1         |  | Specimen Common Stock Certificate(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|31.1        |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission pursuant to the Securities and Exchange Commission pursuant to the
section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|31.2        |  | Certification by the Treasurer and Principal Financial and Accounting Officer of Registrant submitted to the Securities and Exchange Commission pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|32.1        |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange Act except to the extent that the Registrant specifically requests
that such Certification is incorporated by reference into a filing under the Securities Act or Exchange Act. This Certification is being furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.
|            | 
|32.2        |  | Certification by the Treasurer and Principal Financial and Accounting Officer of Registrant submitted to the Securities and Exchange Commission pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the
Registrant specifically requests that such Certification is incorporated by reference into a filing furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.                                    



| | (1) | Incorporated by reference to Registrants Registration Statement on Form S-4, File No. 33-80895, filed December 28, 1995.
| | --- | -------------------------------------------------------------------------------------------------------------------------





33