TABLE OF CONTENTS




|                        |  |  |  |  |  |  |  | 
|----------------------- |  |  |  |  |  |  |  | 
|Financial Data Schedule



---



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

| |            |  |                                                                                          | 
| | ---------- |  | ---------------------------------------------------------------------------------------- | 
| | (Mark one)
|
|
|
|
| | [X]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  | 
|
| |            |  | For the quarterly period ended September 30, 2000                                       
|
| | [  ]       |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
| |            |  | For the transition period from _________ to ___________                                 
|
| |            |  | Commission file number 0-27652                                                          

REPUBLIC BANCSHARES, INC.
(Exact Name of Registrant As Specified In Its Charter)

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

(727) 823-7300
(Registrants Telephone Number, Including Area Code)

N/A

---



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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ____ No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date:

Common stock par value $2.00 per share                         10,555,989 shares outstanding at September 30, 2000



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.

INDEX

Part I.   FINANCIAL INFORMATION

|           |  |                                                                                                                                     |    |      |    | 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|           |  |                                                                                                                                     |    | Page
|Item 1.    |  | Financial Statements                                                                                                               
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Balance Sheets  September 30, 2000 (unaudited)
and December 31, 1999                                                  |    |      | 2  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Statements of Operations -
Three and nine month periods ended September 30, 2000 and 1999 (all unaudited)              |    |      | 3  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Statements of Stockholders Equity -
Year ended December 31, 1999 and
Nine months ended September 30, 2000 (unaudited) |    |      | 4  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Statements of Comprehensive Income -
Three and nine-month periods ended September 30, 2000 and 1999 (all unaudited)    |    |      | 4  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Consolidated Statements of Cash Flows -
Three and nine month periods ended September 30, 2000 and 1999 (all unaudited)              |    |      | 5  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Notes to Consolidated Financial Statements (unaudited)                                                                              |    |      | 6  | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|           |  | Selected Quarterly Financial and Other Data (unaudited)                                                                             |    |      | 12 | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations                                               |    |      | 15 | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Part II    |  | OTHER INFORMATION                                                                                                                  
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Item 1.    |  | Legal Proceedings                                                                                                                   |    |      | 22 | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                                    |    |      | 23 | 
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|          
|SIGNATURES |  |                                                                                                                                     | 24 |     



---



##### Table of Contents



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

Certain 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 Operation, may constitute forward-looking
statements. Forward-looking statements are made based upon our expectations
and beliefs concerning future development and their potential effect upon us.
There can be no assurance that future developments will be in accordance with
our expectations or that the effect of future developments will be those
anticipated by us.

We wish to caution readers that the assumptions which form the basis for
forward-looking statements with respect to or that may impact earnings for the
year ending December 31, 2000, and thereafter include many factors that are
beyond our ability to control or estimate precisely. These risks and
uncertainties include, but are not limited to, the market demand and
acceptance of our existing and new loan and deposit products, the impact of
competitive products, 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 the stockholders letter and managements discussion and
analysis contained in our annual report, we do not intend to review or revise
any particular forward-looking statement referenced herein in light of future
events.

1



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS  SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
($ in thousands, except share data)

|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |           |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------------- | --------- | ------------- | --------- | ------------ | --------- | --------- | --------- | 
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           | September 30, |           | December 31,
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           | 2000          |           | 1999        
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |             
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           | (unaudited)  
|ASSETS                                                                                                                                        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Cash and due from banks                                                                                                                        |                                                                                                                                                                                                       | $                                          | 47,744            |           |               | $         | 62,643       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Interest bearing deposits in banks                                                                                                             |                                                                                                                                                                                                       |                                            | 6,721             |           |               |           | 3,758        |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Federal funds sold                                                                                                                             |                                                                                                                                                                                                       |                                            | 95,645            |           |               |           | 27,060       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Commercial paper  available for sale                                                                                                          |                                                                                                                                                                                                       |                                            |                  |           |               |           | 39,888       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Investment securities  available for sale                                                                                                     |                                                                                                                                                                                                       |                                            | 18,838            |           |               |           | 25,555       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Mortgage-backed and mortgage-related securities:                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Held to maturity                                                                                                                                                                                      |                                            |                   | 37,037    |               |           |              | 33,068    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Available for sale                                                                                                                                                                                    |                                            |                   | 347,355   |               |           |              | 315,268   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Trading                                                                                                                                                                                               |                                            |                   | 37,082    |               |           |              | 39,229    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|FHLB stock                                                                                                                                     |                                                                                                                                                                                                       |                                            | 13,816            |           |               |           | 13,816       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Loans, net of allowance for loan losses                                                                                                        |                                                                                                                                                                                                       |                                            | 1,759,702         |           |               |           | 1,861,715    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Premises and equipment, net                                                                                                                    |                                                                                                                                                                                                       |                                            | 47,977            |           |               |           | 52,574       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other real estate acquired through foreclosure, net                                                                                            |                                                                                                                                                                                                       |                                            | 5,373             |           |               |           | 5,332        |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Accrued interest receivable                                                                                                                    |                                                                                                                                                                                                       |                                            | 14,038            |           |               |           | 14,747       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Goodwill and premium on deposits                                                                                                               |                                                                                                                                                                                                       |                                            | 29,933            |           |               |           | 32,827       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other assets                                                                                                                                   |                                                                                                                                                                                                       |                                            | 28,920            |           |               |           | 38,546       |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          
|                                                                                                                                               | Total assets                                                                                                                                                                                          |                                            | $                 | 2,490,181 |               |           | $            | 2,566,026 |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Liabilities:                                                                                                                                  
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Deposits-                                                                                                                                                                                            
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                       | Noninterest bearing checking               |                   | $         | 117,731       |           |              | $         | 127,619   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                       | Interest checking                          |                   |           | 176,301       |           |              |           | 187,463   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                       | Money market                               |                   |           | 298,683       |           |              |           | 211,558   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                       | Savings                                    |                   |           | 215,881       |           |              |           | 309,996   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                       | Time deposits                              |                   |           | 1,372,125     |           |              |           | 1,446,173 |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            | Total deposits    |           |               | 2,180,721 |              |           |           | 2,282,809 | 
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Securities sold under agreements to repurchase                                                                                                                                                        |                                            |                   | 48,168    |               |           |              | 37,241    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | FHLB advances                                                                                                                                                                                         |                                            |                   | 763       |               |           |              | 769       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Holding company senior debt                                                                                                                                                                           |                                            |                   | 6,667     |               |           |              | 9,167     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Convertible subordinated debt                                                                                                                                                                         |                                            |                   | 14,693    |               |           |              | 14,684    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Term subordinated debt and unsecured notes                                                                                                                                                            |                                            |                   | 6,250     |               |           |              | 2,750     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Other liabilities                                                                                                                                                                                     |                                            |                   | 26,060    |               |           |              | 19,611    |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            | Total liabilities |           |               | 2,283,322 |              |           |           | 2,367,031 | 
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          
|Company-obligated mandatorily redeemable preferred
securities of subsidiary trust solely holding junior
subordinated debentures of the Company |                                                                                                                                                                                                       |                                            | 28,750            |           |               |           | 28,750       |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          
|Stockholders equity:                                                                                                                         
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Perpetual preferred convertible stock ($20.00 par, 100,000 shares authorized,
75,000 shares issued and outstanding. Liquidation preference $6.6 million
at September 30, 2000 and December 31, 1999.) |                                            |                   | 1,500     |               |           |              | 1,500     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Common stock ($2.00 par, 20,000,000 shares authorized, and 10,555,989
and 10,555,889 shares issued and outstanding at September 30, 2000
and December 31, 1999, respectively.)                        |                                            |                   | 21,112    |               |           |              | 21,112    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Capital surplus                                                                                                                                |                                                                                                                                                                                                       |                                            | 128,735           |           |               |           | 128,780      |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Retained earnings                                                                                                                              |                                                                                                                                                                                                       |                                            | 31,184            |           |               |           | 26,530       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Net unrealized loss on available for sale securities, net of tax effect                                                                        |                                                                                                                                                                                                       |                                            | (4,422            | )         |               |           | (7,677       | )        
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                       | Total stockholders equity                 |                   |           | 178,109       |           |              |           | 170,245   |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                       | Total liabilities and stockholders equity |                   | $         | 2,490,181     |           |              | $         | 2,566,026 |          
|                                                                                                                                               |                                                                                                                                                                                                       |                                            |                   |           |               |           |              |          

The accompanying notes are an integral part of these consolidated statements

2



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS


|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |            |   |         |        | 
|-------------------------------------------------------------- | ------------------------------------------------------------------------ |  | -------------------------- | ------------------------ | - | ------------------------------------ | ------ | ----------------------------------- |  | ------ | ------ | ---------- | - | ------- | ------ | ---------- | - | ------- | ------ | 
|                                                               |                                                                          |  |                            |                          |   | For the Three Months Ended Sept. 30, |        | For the Nine Months Ended Sept. 30,
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                    
|                                                               |                                                                          |  |                            |                          |   | 2000                                 |        | 1999                                |  | 2000   |        | 1999      
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |           
|INTEREST INCOME:                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest and fees on loans                                               |  | $                          | 40,723                   |   |                                      | $      | 41,089                              |  |        | $      | 124,207    |   |         | $      | 125,122    |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on investment securities                                        |  |                            | 293                      |   |                                      |        | 498                                 |  |        |        | 947        |   |         |        | 1,524      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on mortgage-backed securities                                   |  |                            | 6,635                    |   |                                      |        | 4,232                               |  |        |        | 19,092     |   |         |        | 8,151      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on trading securities                                           |  |                            | 293                      |   |                                      |        | 293                                 |  |        |        | 878        |   |         |        | 1,932      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on federal funds sold                                           |  |                            | 839                      |   |                                      |        | 1,645                               |  |        |        | 3,256      |   |         |        | 4,009      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on commercial paper                                             |  |                            |                         |   |                                      |        |                                    |  |        |        | 112        |   |         |        |           |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on other investments                                            |  |                            | 380                      |   |                                      |        | 401                                 |  |        |        | 1,104      |   |         |        | 1,064      |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               |                                                                          |  | Total interest income      |                          |   | 49,163                               |        |                                     |  | 48,158 |        |            |   | 149,596 |        |            |   | 141,802 |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | INTEREST EXPENSE:                                                       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on deposits                                                     |  |                            | 25,989                   |   |                                      |        | 23,766                              |  |        |        | 76,581     |   |         |        | 70,039     |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on FHLB advances                                                |  |                            | 42                       |   |                                      |        |                                    |  |        |        | 68         |   |         |        | 157        |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on senior debt                                                  |  |                            | 181                      |   |                                      |        | 433                                 |  |        |        | 571        |   |         |        | 1,266      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on subordinated debt                                            |  |                            | 266                      |   |                                      |        | 27                                  |  |        |        | 797        |   |         |        | 27         |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on term subordinated debt                                       |  |                            | 74                       |   |                                      |        | 6                                   |  |        |        | 212        |   |         |        | 6          |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on unsecured notes                                              |  |                            | 46                       |   |                                      |        | 128                                 |  |        |        | 50         |   |         |        | 396        |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on other borrowings                                             |  |                            | 619                      |   |                                      |        | 435                                 |  |        |        | 1,689      |   |         |        | 1,362      |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               |                                                                          |  | Total interest expense     |                          |   | 27,217                               |        |                                     |  | 24,795 |        |            |   | 79,968  |        |            |   | 73,253  |       
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               |                                                                          |  | Net interest income        |                          |   | 21,946                               |        |                                     |  | 23,363 |        |            |   | 69,628  |        |            |   | 68,549  |       
|                                                              
|                                                              
|                                                              
|                                                              
|PROVISION FOR LOAN LOSSES                                      |                                                                          |  | 5,000                      |                          |   |                                      | 3,871  |                                     |  |        | 14,400 |            |   |         | 6,803  |           
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|Net interest income after provision for loan losses            |                                                                          |  | 16,946                     |                          |   |                                      | 19,492 |                                     |  |        | 55,228 |            |   |         | 61,746 |           
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|NONINTEREST INCOME:                                           
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Service charges on deposit accounts                                      |  |                            | 2,053                    |   |                                      |        | 1,772                               |  |        |        | 5,943      |   |         |        | 4,735      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Loan service fees                                                        |  |                            | 1,340                    |   |                                      |        | 1,412                               |  |        |        | 4,552      |   |         |        | 5,014      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other loan fee income                                                    |  |                            | 1,402                    |   |                                      |        | 1,235                               |  |        |        | 3,380      |   |         |        | 3,188      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Gain on sale of loans, net                                               |  |                            | 73                       |   |                                      |        | 316                                 |  |        |        | 93         |   |         |        | 3,574      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Loss on securities, net                                                  |  |                            | (63                      | ) |                                      |        |                                    |  |        |        | (1,000     | ) |         |        | (245       | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other operating income                                                   |  |                            | 485                      |   |                                      |        | 2,886                               |  |        |        | 1,431      |   |         |        | 4,518      |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               |                                                                          |  | Total noninterest income   |                          |   | 5,290                                |        |                                     |  | 7,621  |        |            |   | 14,399  |        |            |   | 20,784  |       
|                                                              
|                                                              
|                                                              
|                                                              
|NONINTEREST EXPENSES:                                         
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Salaries and employee benefits                                           |  |                            | 9,307                    |   |                                      |        | 9,779                               |  |        |        | 27,822     |   |         |        | 32,211     |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Net occupancy expense                                                    |  |                            | 3,935                    |   |                                      |        | 4,268                               |  |        |        | 11,978     |   |         |        | 11,866     |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Advertising and marketing                                                |  |                            | 91                       |   |                                      |        | 222                                 |  |        |        | 880        |   |         |        | 815        |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Data and item processing fees and services                               |  |                            | 1,161                    |   |                                      |        | 1,295                               |  |        |        | 3,551      |   |         |        | 3,489      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | FDIC and state assessments                                               |  |                            | 183                      |   |                                      |        | 479                                 |  |        |        | 792        |   |         |        | 1,113      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Telephone, postage and supplies                                          |  |                            | 1,081                    |   |                                      |        | 1,327                               |  |        |        | 3,203      |   |         |        | 4,723      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Legal and professional                                                   |  |                            | 197                      |   |                                      |        | 445                                 |  |        |        | 1,083      |   |         |        | 1,219      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other operating expenses                                                 |  |                            | 1,996                    |   |                                      |        | 2,800                               |  |        |        | 6,598      |   |         |        | 8,212      |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               |                                                                          |  |                            | Total operating expenses |   |                                      | 17,951 |                                     |  |        | 20,615 |            |   |         | 55,907 |            |   |         | 63,648 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ORE expense (income), net                                                |  |                            | 84                       |   |                                      |        | 76                                  |  |        |        | 430        |   |         |        | (412       | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Amortization of goodwill & premium on deposits                           |  |                            | 964                      |   |                                      |        | 967                                 |  |        |        | 2,894      |   |         |        | 2,945      |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               |                                                                          |  | Total noninterest expenses |                          |   | 18,999                               |        |                                     |  | 21,658 |        |            |   | 59,231  |        |            |   | 66,181  |       
|                                                              
|                                                              
|                                                              
|                                                              
|Income before income taxes & minority interest                 |                                                                          |  | 3,237                      |                          |   |                                      | 5,455  |                                     |  |        | 10,396 |            |   |         | 16,349 |           
|                                                              
|                                                              
|                                                              
|                                                              
|Income tax provision                                           |                                                                          |  | (1,295                     | )                        |   |                                      | (1,968 | )                                   |  |        | (4,276 | )          |   |         | (6,178 | )         
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|Income before minority interest                                |                                                                          |  | 1,942                      |                          |   |                                      | 3,487  |                                     |  |        | 6,120  |            |   |         | 10,171 |           
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interest in income from subsidiary trust
(net of tax) |                                                                          |  | (426                       | )                        |   |                                      | (424   | )                                   |  |        | (1,268 | )          |   |         | (1,266 | )         
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               | NET INCOME                                                               |  | $                          | 1,516                    |   |                                      | $      | 3,063                               |  |        | $      | 4,852      |   |         | $      | 8,905      |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|PER SHARE DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Net income per common share  basic                                      |  | $                          | .14                      |   |                                      | $      | .29                                 |  |        | $      | .44        |   |         | $      | .83        |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               | Weighted average common shares outstanding-basic                         |  |                            | 10,555,989               |   |                                      |        | 10,510,415                          |  |        |        | 10,555,925 |   |         |        | 10,463,369 |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               | Net income per common & common equivalent
share  diluted                |  | $                          | .13                      |   |                                      | $      | .27                                 |  |        | $      | .43        |   |         | $      | .79        |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           
|                                                               | Weighted average common & common equivalent
shares outstanding  diluted |  |                            | 11,321,328               |   |                                      |        | 11,309,550                          |  |        |        | 11,334,366 |   |         |        | 11,310,126 |  
|                                                               |                                                                          |  |                            |                          |   |                                      |        |                                     |  |        |        |            |   |         |        |           

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





---



##### Table of Contents



REPUBLIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
THE NINE MONTHS ENDED SEPTEMBER 30, 2000
($ in thousands, except share data; unaudited)

|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |                |  |   |        |   |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------- |  | ------------------- | ------ | ------------ |  | ------ | ----- | ------ |  | ------- | ---------- | -------- |  | -------------- | ------ | -------- |  | -------- | ------- | -------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                          |  | Perpetual Preferred |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         | Net Unrealized
|                                                                          |  | Convertible Stock   |        | Common Stock |  |        |       |        |  |         |            |          |  | Gains/(Losses)
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  | on Available  
|                                                                          |  | Shares              |        |              |  |        |       | Shares |  |         |            |          |  | Capital        |        | Retained |  | for Sale
|                                                                          |  | Issued              |        | Amount       |  | Issued |       | Amount |  | Surplus |            | Earnings |  | Securities     |        | Total   
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |         
|Balance, December 31, 1998                                                |  |                     | 75,000 |              |  | $      | 1,500 |        |  |         | 10,323,194 |          |  | $              | 20,646 |          |  | $        | 125,364 |                |  | $ | 16,103 |   |  | $ | (16    | ) |  | $ | 163,597 |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net income for the year
ended Dec. 31, 1999                               |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   | 10,692 |   |  |   |       |   |  |   | 10,692  |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net unrealized loss on
available for sale securities,
net of tax effect   |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   |       |   |  |   | (7,661 | ) |  |   | (7,661  | )
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Exercise of stock options                                                 |  |                     |       |              |  |        |      |        |  |         | 232,695    |          |  |                | 466    |          |  |          | 2,313   |                |  |   |       |   |  |   |       |   |  |   | 2,779   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Additional paid-in capital from
nonqualified/performance
stock options    |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          | 1,103   |                |  |   |       |   |  |   |       |   |  |   | 1,103   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Dividends on preferred
stock                                              |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   | (265   | ) |  |   |       |   |  |   | (265    | )
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |                |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, December 31, 1999                                                |  |                     | 75,000 |              |  |        | 1,500 |        |  |         | 10,555,889 |          |  |                | 21,112 |          |  |          | 128,780 |                |  |   | 26,530 |   |  |   | (7,677 | ) |  |   | 170,245 |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net income for the nine months
ended September 30, 2000                   |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   | 4,852  |   |  |   |       |   |  |   | 4,852   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net unrealized gain on
available for sale securities,
net of tax effect   |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   |       |   |  |   | 3,255  |   |  |   | 3,255   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Exercise of stock options                                                 |  |                     |       |              |  |        |      |        |  |         | 100        |          |  |                |       |          |  |          | 1       |                |  |   |       |   |  |   |       |   |  |   | 1       |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Adjustment to paid-in capital from
nonqualified/performance
stock options |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          | (46     | )              |  |   |       |   |  |   |       |   |  |   | (46     | )
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Dividends on preferred
stock                                              |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   | (198   | ) |  |   |       |   |  |   | (198    | )
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |                |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, September 30, 2000                                               |  |                     | 75,000 |              |  | $      | 1,500 |        |  |         | 10,555,989 |          |  | $              | 21,112 |          |  | $        | 128,735 |                |  | $ | 31,184 |   |  | $ | (4,422 | ) |  | $ | 178,109 |  
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |                |  |   |        |   |  |   |        |   |  |   |         |  



REPUBLIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in thousands; unaudited)

|                                                                  |                                                                    |   |                                      |       |                                     |   |       |        |      |   |       |       |  |   |       |        |  
|----------------------------------------------------------------- | ------------------------------------------------------------------ | - | ------------------------------------ | ----- | ----------------------------------- | - | ----- | ------ | ---- | - | ----- | ----- |  | - | ----- | ------ | -
|                                                                  |                                                                    |   | For the Three Months Ended Sept. 30, |       | For the Nine Months Ended Sept. 30,
|                                                                  |                                                                    |   |                                      |       |                                    
|                                                                  |                                                                    |   | 2000                                 |       | 1999                                |   | 2000  |        | 1999
|                                                                  |                                                                    |   |                                      |       |                                     |   |       |        |     
|Net income                                                        |                                                                    | $ | 1,516                                |       |                                     | $ | 3,063 |        |      | $ | 4,852 |       |  | $ | 8,905 |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Unrealized losses on securities:                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Unrealized holding gains (losses),
net of tax effect during period |   |                                      | 3,553 |                                     |   |       | (1,224 | )    |   |       | 3,401 |  |   |       | (5,806 | )
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Less reclassification adjustment for gains
realized in net income |                                                                    |   | (148                                 | )     |                                     |   |      |        |      |   | (146  | )     |  |   |      |       
|                                                                  |                                                                    |   |                                      |       |                                     |   |       |        |      |   |       |       |  |   |       |       
|                                                                  | Net unrealized gains (losses)                                      |   |                                      | 3,405 |                                     |   |       | (1,224 | )    |   |       | 3,255 |  |   |       | (5,806 | )
|                                                                  |                                                                    |   |                                      |       |                                     |   |       |        |      |   |       |       |  |   |       |       
|                                                                  | Comprehensive income                                               |   | $                                    | 4,921 |                                     |   | $     | 1,839  |      |   | $     | 8,107 |  |   | $     | 3,099  |  
|                                                                  |                                                                    |   |                                      |       |                                     |   |       |        |      |   |       |       |  |   |       |       

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

4



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands; unaudited)

|                                                                           |                                                        |                                                     |         |                                      |         |                                     |         |         |         |      |         |          |         |   |         |          |         |  
|-------------------------------------------------------------------------- | ------------------------------------------------------ | --------------------------------------------------- | ------- | ------------------------------------ | ------- | ----------------------------------- | ------- | ------- | ------- | ---- | ------- | -------- | ------- | - | ------- | -------- | ------- | -
|                                                                           |                                                        |                                                     |         | For the Three Months Ended Sept. 30, |         | For the Nine Months Ended Sept. 30,
|                                                                           |                                                        |                                                     |         |                                      |         |                                    
|                                                                           |                                                        |                                                     |         | 2000                                 |         | 1999                                |         | 2000    |         | 1999
|                                                                           |                                                        |                                                     |         |                                      |         |                                     |         |         |         |     
|OPERATING ACTIVITIES:                                                     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net income                                                                 |                                                        | $                                                   | 1,516   |                                      |         | $                                   | 3,063   |         |         | $    | 4,852   |          |         | $ | 8,905   |         
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Reconciliation of net income to net cash
provided by operating activities:
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Provision for loan and ORE losses                      |                                                     |         | 5,075                                |         |                                     |         | 3,871   |         |      |         | 14,475   |         |   |         | 6,803    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Depreciation and amortization, net                     |                                                     |         | (1,490                               | )       |                                     |         | (6,080  | )       |      |         | 6,891    |         |   |         | 3,309    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Amortization of premium (accretion) of fair value, net |                                                     |         | (1,112                               | )       |                                     |         | 1,797   |         |      |         | 822      |         |   |         | 6,978    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Gain on sale of loans                                  |                                                     |         | (73                                  | )       |                                     |         | (316    | )       |      |         | (93      | )       |   |         | (3,574   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Loss on sale of investment securities                  |                                                     |         | 63                                   |         |                                     |         |        |         |      |         | 1,000    |         |   |         | 244      |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | (Gain) on sale of ORE                                  |                                                     |         | (27                                  | )       |                                     |         | (33     | )       |      |         | 78       |         |   |         | (695     | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Capitalization of mortgage servicing/residual interest |                                                     |         | (162                                 | )       |                                     |         | (437    | )       |      |         | (515     | )       |   |         | (3,887   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net decrease in deferred tax asset                     |                                                     |         | 848                                  |         |                                     |         | 973     |         |      |         | 3,103    |         |   |         | 1,733    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Gain on disposal of premises & equipment               |                                                     |         |                                     |         |                                     |         | (804    | )       |      |         |         |         |   |         | (594     | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net decrease in other assets                           |                                                     |         | 186                                  |         |                                     |         | 1,050   |         |      |         | 4,696    |         |   |         | 5,713    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net increase (decrease) in other liabilities           |                                                     |         | 2,889                                |         |                                     |         | (1,451  | )       |      |         | 6,449    |         |   |         | (3,253   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net increase in value performance options              |                                                     |         |                                     |         |                                     |         |        |         |      |         | (46      | )       |   |         |         |        
|                                                                           |                                                        |                                                     |         |                                      |         |                                     |         |         |         |      |         |          |         |   |         |         
|                                                                           |                                                        | Net cash provided by operating activities           |         |                                      | 7,713   |                                     |         |         | 1,633   |      |         |          | 41,712  |   |         |          | 21,682  |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|INVESTING ACTIVITIES:                                                     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net decrease (increase) in loans                       |                                                     |         | 73,533                               |         |                                     |         | (2,266  | )       |      |         | 83,372   |         |   |         | 114,364  |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Proceeds from sales & maturities of:                  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                        | Investment securities available for sale            |         |                                      | (3,997  | )                                   |         |         |        |      |         |          | 3,003   |   |         |          | 131,500 |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                        | Mortgage-backed securities available for sale       |         |                                      | 12,167  |                                     |         |         |        |      |         |          | 15,484  |   |         |          | 1,552   |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                        | Commercial paper                                    |         |                                      |        |                                     |         |         |        |      |         |          | 40,000  |   |         |          |        |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                        | Revenue bonds                                       |         |                                      | 480     |                                     |         |         |        |      |         |          | 555     |   |         |          |        |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Purchase of investment securities AFS                  |                                                     |         | (687                                 | )       |                                     |         |        |         |      |         | (1,685   | )       |   |         | (134,868 | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Purchase of investment securities HTM                  |                                                     |         |                                     |         |                                     |         | (1      | )       |      |         |         |         |   |         | (1,900   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Purchase of mortgage-backed securities AFS             |                                                     |         | (9,380                               | )       |                                     |         | (21,066 | )       |      |         | (85,954  | )       |   |         | (177,006 | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Purchase of mortgage-backed securities HTM             |                                                     |         |                                     |         |                                     |         |        |         |      |         | (16,980  | )       |   |         |         |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Principal repayment on mortgage-backed securities      |                                                     |         | 32,818                               |         |                                     |         | 12,641  |         |      |         | 61,246   |         |   |         | 26,731   |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Principal repayment on revenue bonds                   |                                                     |         |                                     |         |                                     |         | 405     |         |      |         |         |         |   |         | 405      |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | (Purchase) redemption of FHLB stock                    |                                                     |         |                                     |         |                                     |         | 115     |         |      |         |         |         |   |         | (2,664   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Disposal/(purchase) of premises & equipment, net       |                                                     |         | (1,614                               | )       |                                     |         | 12,370  |         |      |         | (1,081   | )       |   |         | 12,260   |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Proceeds from sale of ORE                              |                                                     |         | 2,205                                |         |                                     |         | 754     |         |      |         | 5,356    |         |   |         | 5,701    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Investment in other real estate owned, net             |                                                     |         | 1,875                                |         |                                     |         | 153     |         |      |         | 1,819    |         |   |         | 475      |        
|                                                                           |                                                        |                                                     |         |                                      |         |                                     |         |         |         |      |         |          |         |   |         |         
|                                                                           |                                                        | Net cash provided (used in) by investing activities |         |                                      | 107,400 |                                     |         |         | 3,105   |      |         |          | 105,135 |   |         |          | (23,450 | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|FINANCING ACTIVITIES:                                                     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net (decrease) increase in deposits                    |                                                     |         | (72,219                              | )       |                                     |         | (48,728 | )       |      |         | (101,931 | )       |   |         | 37,517   |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net (decrease) increase in repurchase agreements       |                                                     |         | (1,636                               | )       |                                     |         | (4,405  | )       |      |         | 10,927   |         |   |         | 1,061    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Repayment of FHLB advances, net                        |                                                     |         | (2                                   | )       |                                     |         |        |         |      |         | (6       | )       |   |         | (25,000  | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Proceeds from issuance of common stock                 |                                                     |         |                                     |         |                                     |         | 162     |         |      |         | 1        |         |   |         | 3,046    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Proceeds from Holding Company debt                     |                                                     |         | 2,338                                |         |                                     |         | (4,567  | )       |      |         | 3,500    |         |   |         | (4,567   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                        | Repayment of Holding Company debt                   |         | (830                                 | )       |                                     |         |        |         |      |         | (2,491   | )       |   |         |         |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Dividends on perpetual preferred stock                 |                                                     |         | (66                                  | )       |                                     |         | (66     | )       |      |         | (198     | )       |   |         | (198     | )      
|                                                                           |                                                        |                                                     |         |                                      |         |                                     |         |         |         |      |         |          |         |   |         |         
|                                                                           |                                                        | Net cash (used in) provided by
financing activities |         |                                      | (72,415 | )                                   |         |         | (57,604 | )    |         |          | (90,198 | ) |         |          | 11,859  |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net increase (decrease) in cash and
cash equivalents                       |                                                        |                                                     | 42,698  |                                      |         |                                     | (52,866 | )       |         |      | 56,649  |          |         |   | 10,091  |         
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Cash and cash equivalents, beginning of period                             |                                                        |                                                     | 107,412 |                                      |         |                                     | 205,567 |         |         |      | 93,461  |          |         |   | 142,610 |         
|                                                                           |                                                        |                                                     |         |                                      |         |                                     |         |         |         |      |         |          |         |   |         |         
|Cash and cash equivalents, end of period                                   |                                                        | $                                                   | 150,110 |                                      |         | $                                   | 152,701 |         |         | $    | 150,110 |          |         | $ | 152,701 |         
|                                                                           |                                                        |                                                     |         |                                      |         |                                     |         |         |         |      |         |          |         |   |         |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                         
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Cash paid during the period for-                      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                        | Interest                                            |         |                                      | 20,043  |                                     |         |         | 25,237  |      |         |          | 72,418  |   |         |          | 88,727  |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                        | Income taxes paid (refunded)                        |         |                                      | 220     |                                     |         |         | (288    | )    |         |          | 405     |   |         |          | (4,827  | )

The accompanying notes are an integral part of these consolidated statements

5



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Organization

In the opinion of Republic Bancshares, Inc. (the Company or Republic or
We), the accompanying consolidated financial statements (marked unaudited
where applicable) reflect all adjustments necessary to present fairly our
financial position as of September 30, 2000 and the results of operations and
cash flows, for the three and nine month periods ended September 30, 2000 and
1999. The accounting and reporting policies of the Company and its
wholly-owned subsidiaries, Republic Bank (the Bank) and RBI Capital Trust I
(RBI), are in conformity with generally accepted accounting principles and
prevailing practices within the financial services industry. Financial data
for 1999 includes results of operations for Republic Bank, F.S.B., which was
dissolved on September 10, 1999.

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 the Company, RBI,
the Bank, and the Banks wholly-owned subsidiary, Republic Insurance Agency,
Inc. and, for the three and nine months ended September 30, 1999, Republic
Bank, F.S.B. All significant intercompany accounts and transactions have been
eliminated. Our primary source of income is from the Bank, which operates 81
branches throughout Florida. The Banks primary source of revenue has been
derived from net interest income on loans and investments.

These consolidated financial statements should be read in conjunction with the
financial statements and the notes thereto included in our Annual Report on
Form 10-K for the year ended December 31, 1999, filed with the Securities and
Exchange Commission (SEC) on March 10, 2000. The results for the nine months
ended September 30, 2000, are not necessarily indicative of the results to be
expected for the fiscal year ending December 31, 2000.

Reclassifications

Certain reclassifications have been made to prior period financial statements
to conform to the September 2000 financial statement presentation.

Recent Accounting Developments

Accounting for Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives), and for hedging activities. SFAS No. 133
requires that entities recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. In June 1999, the FASB issued SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities  Deferral of the
Effective Date of FASB Statement No. 133, which delayed the date for
implementation to all fiscal quarters of all fiscal years beginning after June
15, 2000. We have not yet adopted the provisions of SFAS No. 133, however, we
do not believe that SFAS No. 133 will have a material effect upon our results
of operations or financial position.

6



---



##### Table of Contents



2. EARNINGS PER SHARE

Diluted earnings per common and common equivalent shares have 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) and the perpetual
preferred stock and the convertible subordinated debentures that have been
converted to common stock earlier in the year or the issue date (i.e., the
if-converted method). Basic earnings per common share was computed by dividing
net income less dividends paid on preferred stock, by the weighted average
number of shares of common stock outstanding during the year.

The table below reconciles the calculation of the diluted and basic earnings
per share for 2000 and 1999 ($ in thousands, except per share data; unaudited):

|                                        |  |                                          |       |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 
|--------------------------------------- |  | ---------------------------------------- | ----- | ----------- |  | -------- | ---------- | -------- |  | ----------- | --- | ----- |  | -------- | ----- | -------- |  |  | ---------- |  |  | - | --- | 
|                                        |  | For the three months ended September 30,
|                                        |  |                                         
|                                        |  |                                          |       |             |  | 2000     |            |          |  |             |     |       |  |          |       | 1999    
|                                        |  |                                          |       |             |  |          |            |          |  |             |     |       |  |          |       |         
|                                        |  |                                          |       |             |  | Weighted |            | Earnings |  |             |     |       |  | Weighted |       | Earnings
|                                        |  | Net                                      |       | Shares      |  | Per      |            | Net      |  | Shares      |     | Per  
|                                        |  | Income                                   |       | Outstanding |  | Share    |            | Income   |  | Outstanding |     | Share
|                                        |  |                                          |       |             |  |          |            |          |  |             |     |      
|Net income/basic earnings
per share     |  | $                                        | 1,450 |             |  |          | 10,555,989 |          |  | $           | .14 |       |  | $        | 2,997 |          |  |  | 10,510,415 |  |  | $ | .29 | 
|                                       
|                                       
|                                       
|                                       
|Options outstanding at end
of period(1) |  |                                          |       |             |  |          | 15,339     |          |  |             |     |       |  |          |      |          |  |  | 49,135     |  |  |   |    | 
|                                       
|                                       
|                                       
|                                       
|Convertible perpetual
Preferred stock   |  |                                          | 66    |             |  |          | 750,000    |          |  |             |    |       |  |          | 66    |          |  |  | 750,000    |  |  |   |    | 
|                                        |  |                                          |       |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 
|Diluted earnings per share              |  | $                                        | 1,516 |             |  |          | 11,321,328 |          |  | $           | .13 |       |  | $        | 3,063 |          |  |  | 11,309,550 |  |  | $ | .27 | 
|                                        |  |                                          |       |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 

|                                                                         |  |                                         |       |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 
|------------------------------------------------------------------------ |  | --------------------------------------- | ----- | ----------- |  | -------- | ---------- | -------- |  | ----------- | --- | ----- |  | -------- | ----- | -------- |  |  | ---------- |  |  | - | --- | 
|                                                                         |  | For the nine months ended September 30,
|                                                                         |  |                                        
|                                                                         |  |                                         |       |             |  | 2000     |            |          |  |             |     |       |  |          |       | 1999    
|                                                                         |  |                                         |       |             |  |          |            |          |  |             |     |       |  |          |       |         
|                                                                         |  |                                         |       |             |  | Weighted |            | Earnings |  |             |     |       |  | Weighted |       | Earnings
|                                                                         |  | Net                                     |       | Shares      |  | Per      |            | Net      |  | Shares      |     | Per  
|                                                                         |  | Income                                  |       | Outstanding |  | Share    |            | Income   |  | Outstanding |     | Share
|                                                                         |  |                                         |       |             |  |          |            |          |  |             |     |      
|Net income/basic earnings
per share                                      |  | $                                       | 4,654 |             |  |          | 10,555,925 |          |  | $           | .44 |       |  | $        | 8,707 |          |  |  | 10,463,369 |  |  | $ | .83 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Options exercised during
the period-incremental
effect prior to exercise |  |                                         |      |             |  |          | 6          |          |  |             |    |       |  |          |      |          |  |  | 17,956     |  |  |   |    | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Options outstanding at end
of period(1)                                  |  |                                         |      |             |  |          | 28,435     |          |  |             |    |       |  |          |      |          |  |  | 78,801     |  |  |   |    | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Convertible perpetual
Preferred stock                                    |  |                                         | 198   |             |  |          | 750,000    |          |  |             |    |       |  |          | 198   |          |  |  | 750,000    |  |  |   |    | 
|                                                                         |  |                                         |       |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 
|Diluted earnings per share                                               |  | $                                       | 4,852 |             |  |          | 11,334,366 |          |  | $           | .43 |       |  | $        | 8,905 |          |  |  | 11,310,126 |  |  | $ | .79 | 
|                                                                         |  |                                         |       |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 



---

|(1) |  | - There were 597,467 and 293,017 of stock options that were antidilutive as
of September 30, 2000 and 1999, respectively.
|--- |  | -------------------------------------------------------------------------------------------------------------------------

7



---



##### Table of Contents



3. INVESTMENT, MORTGAGE-BACKED AND MORTGAGE-RELATED SECURITIES

Investments consisting of U.S. Treasury and federal agency securities
(Investment Securities), mortgage-backed securities (MBS) and
mortgage-related securities (Mortgage-Related Securities) were $440.3 million
at September 30, 2000. We held no commercial paper at that date. As of
September 30, 2000, $366.2 million of securities were classified as available
for sale (of which $347.4 million were MBS and $18.8 million were Investment
Securities), $37.0 million of MBS were classified as held to maturity and $37.1
million of Mortgage Related Securities were trading assets. Included in the
trading asset category were: (1) a $10.9 million subordinate tranche purchased
from our securitization of high loan-to-value loans (High LTV Loans) in June
1998; (2) $22.5 million in overcollateralization and residual interests in cash
flows from a $60.0 million securitization in December 1997 and a $240.0 million
securitization in June 1998; and (3) $3.7 million representing the excess
spread on mortgage servicing rights.

The market values assigned to the MBS classified as available for sale were
derived using market quotations at September 30, 2000. Trading assets are
evaluated at least quarterly with any valuation adjustment reflected as a
trading gain or loss in the consolidated statement of operations. Under
applicable accounting rules, use of quoted market values is the preferred
method for valuing trading assets. However, where the market for those assets
is illiquid and price quotations are not readily available, other methods are
permitted, including techniques utilizing the present value of expected cash
flows. We have used present value techniques to value our trading assets. The
factors used in the present value calculations included a 15.0% discount rate
and a 15.0% prepayment speed assumption on both the December 1997 and June 1998
overcollateralization and residual interests. The default assumption on the
December 1997 transaction, defined by estimating the total defaults over the
life of the securitization, is 15.5% of the original $60 million collateral
amount. Through September 30, 2000, actual losses have been 9.1% of the
original collateral amount. The default assumption on the June 1998
securitization is 12.7% of the original $240 million collateral amount over the
life of the securitization. Through September 30, 2000, actual losses have
been 5.6% of the original collateral amount. Based on those valuations and the
underlying assumptions, a trading loss of $211,000 was recorded for the third
quarter of 2000. We believe the valuation is a reasonable approximation of the
fair market value of the mortgage-related securities classified as trading
assets; however, there is no assurance that we could realize this value if such
assets were sold in the current illiquid market for High LTV- related assets.

4. LOANS AND LOANS HELD FOR SALE

Loans at September 30, 2000 and December 31, 1999, are summarized as follows ($
in thousands; unaudited):

|                               |                                |                                       |         |               |           |              |         |           |           | 
|------------------------------ | ------------------------------ | ------------------------------------- | ------- | ------------- | --------- | ------------ | ------- | --------- | --------- | 
|                               |                                |                                       |         | September 30, |           | December 31,
|                               |                                |                                       |         | 2000          |           | 1999        
|                               |                                |                                       |         |               |           |             
|Real estate mortgage loans:   
|                              
|                              
|                              
|                              
|                               | One-to-four family residential |                                       | $       | 653,761       |           |              | $       | 725,333   |          
|                              
|                              
|                              
|                              
|                               | Nonconforming mortgages        |                                       |         | 68,483        |           |              |         | 79,562    |          
|                              
|                              
|                              
|                              
|                               | Multifamily residential        |                                       |         | 102,955       |           |              |         | 80,212    |          
|                              
|                              
|                              
|                              
|                               | Warehouse lines of credit      |                                       |         | 40,899        |           |              |         | 96,873    |          
|                              
|                              
|                              
|                              
|                               | Commercial real estate         |                                       |         | 424,424       |           |              |         | 416,827   |          
|                              
|                              
|                              
|                              
|                               | Construction/land development  |                                       |         | 136,381       |           |              |         | 165,649   |          
|                               |                                |                                       |         |               |           |              |         |          
|                               |                                | Mortgage loans secured by first liens |         |               | 1,426,903 |              |         |           | 1,564,456 | 
|                              
|                              
|                              
|                              
|Commercial (business) loans    |                                |                                       | 124,166 |               |           |              | 90,378  |          
|                              
|                              
|                              
|                              
|Consumer loans                 |                                |                                       | 24,276  |               |           |              | 23,737  |          
|                              
|                              
|                              
|                              
|Home equity loans              |                                |                                       | 133,945 |               |           |              | 118,737 |          
|                              
|                              
|                              
|                              
|High LTV Loans                 |                                |                                       | 80,853  |               |           |              | 92,584  |          
|                               |                                |                                       |         |               |           |              |         |          
|                               | Total gross portfolio loans    |                                       |         | 1,790,143     |           |              |         | 1,889,892 |          
|                              
|                              
|                              
|                              
|Less-allowance for loan losses |                                |                                       | (30,441 | )             |           |              | (28,177 | )        
|                               |                                |                                       |         |               |           |              |         |          
|                               | Total loans held for portfolio |                                       | $       | 1,759,702     |           |              | $       | 1,861,715 |          
|                               |                                |                                       |         |               |           |              |         |          

8



---



##### Table of Contents



Mortgage loans serviced for others as of September 30, 2000 and December 31,
1999, were $1.3 billion and $1.5 billion, respectively. Included in the total
amount serviced for others were High LTV Loans amounting to $601.5 million and
$699.0 million at September 30, 2000 and December 31, 1999, respectively.
Mortgage loan servicing rights (both purchased and originated) amounted to
$17.1 million and $20.7 million at September 30, 2000 and December 31, 1999,
respectively. Loans on which interest was not being accrued at September 30,
2000 and December 31, 1999, totaled approximately $54.1 million and $25.0
million, respectively. Loans past due 90 days or more and still accruing
interest at September 30, 2000 and December 31, 1999 totaled $3,000 and
$171,000, respectively.

At September 30, 2000, the composition of our loan portfolio, according to the
location of the borrower or the real estate taken as underlying collateral, was
as follows ($ in thousands, unaudited):

|                                      |       |        |           |           |  |  |            |        |  
|------------------------------------- | ----- | ------ | --------- | --------- |  |  | ---------- | ------ | -
|                                      |       |        |           |           |  |  | Percent of
|State                                 |       | Amount |           | Total    
|                                      |       |        |           |          
|Florida                               |       | $      | 1,308,967 |           |  |  | 73.12      | %     
|                                     
|                                     
|                                     
|                                     
|New England(1)                        |       |        | 95,142    |           |  |  | 5.31       |       
|                                     
|                                     
|                                     
|                                     
|Georgia                               |       |        | 48,896    |           |  |  | 2.73       |       
|                                     
|                                     
|                                     
|                                     
|California                            |       |        | 45,708    |           |  |  | 2.55       |       
|                                     
|                                     
|                                     
|                                     
|Texas                                 |       |        | 40,536    |           |  |  | 2.26       |       
|                                     
|                                     
|                                     
|                                     
|Virginia                              |       |        | 33,131    |           |  |  | 1.85       |       
|                                     
|                                     
|                                     
|                                     
|Illinois                              |       |        | 27,745    |           |  |  | 1.55       |       
|                                     
|                                     
|                                     
|                                     
|New Jersey                            |       |        | 25,119    |           |  |  | 1.40       |       
|                                     
|                                     
|                                     
|                                     
|Ohio                                  |       |        | 24,989    |           |  |  | 1.40       |       
|                                     
|                                     
|                                     
|                                     
|New York                              |       |        | 21,248    |           |  |  | 1.19       |       
|                                     
|                                     
|                                     
|                                     
|North Carolina                        |       |        | 15,155    |           |  |  | .85        |       
|                                     
|                                     
|                                     
|                                     
|Missouri                              |       |        | 11,021    |           |  |  | .62        |       
|                                     
|                                     
|                                     
|                                     
|All other (none greater than $10,000) |       |        | 92,486    |           |  |  | 5.17       |       
|                                      |       |        |           |           |  |  |            |       
|                                      | Total |        | $         | 1,790,143 |  |  |            | 100.00 | %
|                                      |       |        |           |           |  |  |            |       



---

|(1) |  | New England includes the states of Connecticut, Delaware, Maine,
Massachusetts, New Hampshire, Rhode Island and Vermont.
|--- |  | ------------------------------------------------------------------------------------------------------------------------

5. ALLOWANCES FOR LOSSES

Allowance for loan losses

The allowance for loan losses provides for risks of losses inherent in the
credit extension process. Losses and recoveries are either charged or credited
to the allowance. Our allowance is an amount that we believe will be adequate
to provide for probable losses on existing loans that may become uncollectible,
based on our evaluations of the collectibility of the loans and prior loan loss
experience. Our evaluations of the adequacy of the allowance take into
consideration such factors as the Banks past loan loss experience, known and
inherent risks in the loan portfolio, changes in the nature and volume of the
loan portfolio, overall portfolio quality, review of specific problem loans,
current economic conditions and any adverse situations that may affect the
borrowers ability to pay (including the timing of future payments). The
evaluations are periodically reviewed and adjustments are recorded in the
period in which changes become known.

While we believe that the allowance for loan losses was adequate as of
September 30, 2000, based on currently available information at that time,
future provisions to the allowance may be necessary due to changes in economic
conditions, deterioration of creditworthiness of borrowers, the value of
underlying collateral, or other factors. Additionally, the Florida Department
of Banking and Finance (the Department), the FDIC, and the Federal Reserve,
as an integral part of their regular examination process, periodically review
the allowance for loan losses.

9



---



##### Table of Contents



These agencies may require additions to the
allowance based on their judgments about information available to them at the
time of examination.

The portion of the allowance for loan losses that was created through the
allocation of discounts on purchased loans may only be used to absorb losses on
the related acquired loans. As of September 30, 2000, approximately $1.0
million of the allowance remained from the allocation of discounts on purchased
loans.

Changes in the allowance for loan losses were as follows ($ in thousands;
unaudited):

|                                                             |                 |   |                                     |         |      |   |        |        |  
|------------------------------------------------------------ | --------------- | - | ----------------------------------- | ------- | ---- | - | ------ | ------ | -
|                                                             |                 |   | For the Nine Months Ended Sept. 30,
|                                                             |                 |   |                                    
|                                                             |                 |   | 2000                                |         | 1999
|                                                             |                 |   |                                     |         |     
|Balance, beginning of period                                 |                 | $ | 28,177                              |         |      | $ | 28,077 |       
|                                                            
|                                                            
|                                                            
|                                                            
|Provision for possible loan losses                           |                 |   | 14,400                              |         |      |   | 6,803  |       
|                                                            
|                                                            
|                                                            
|                                                            
|Loan discount (net) allocated to (from) purchased portfolios |                 |   | (5                                  | )       |      |   |       |       
|                                                            
|                                                            
|                                                            
|                                                            
|Acquired reserve  purchased portfolios                      |                 |   |                                    |         |      |   | 275    |       
|                                                            
|                                                            
|                                                            
|                                                            
|Loans charged-off                                            |                 |   | (13,246                             | )       |      |   | (8,279 | )     
|                                                            
|                                                            
|                                                            
|                                                            
|Recoveries of loans charged-off                              |                 |   | 1,115                               |         |      |   | 1,313  |       
|                                                             |                 |   |                                     |         |      |   |        |       
|                                                             | Net charge-offs |   |                                     | (12,131 | )    |   |        | (6,966 | )
|                                                             |                 |   |                                     |         |      |   |        |       
|Balance, end of period                                       |                 | $ | 30,441                              |         |      | $ | 28,189 |       
|                                                             |                 |   |                                     |         |      |   |        |       

Allowance for Losses on Other Real Estate (ORE)

We generally conduct appraisals on ORE on an annual basis. We recognize any
estimated potential decline in the value of ORE between appraisal dates through
periodic additions to the allowance for losses on ORE. Writedowns charged
against this allowance are taken if the related real estate is sold at a loss.

State banking regulations require us to dispose of all ORE acquired through
foreclosure within five years of acquisition, with a possibility for additional
extensions, each of up to five years. We have been granted an extension on a
piece of property, with a book value of $149,000, until December 6, 2000. This
property, consisting of residential lots, is currently under contract. There
are no other properties that have exceeded the five-year holding period
limitation.

6. MARKET RISK

The market risk inherent in market sensitive instruments is the potential loss
arising from changes in interest rates and the changes in prices of marketable
equity securities. One of our primary objectives is to reduce fluctuations in
net interest income caused by changes in interest rates. To manage interest
rate risk, the Banks Board of Directors has established interest rate risk
policies and procedures that delegate to the Banks Asset/Liability Committee
the responsibility to monitor and report on interest rate risk, devise
strategies to manage interest rate risk, monitor loan originations and deposit
activity, and approve pricing strategies.

Securities available for sale, which are those securities that may be sold
prior to maturity as part of asset/liability management or in response to other
factors, are carried at fair value with any valuation adjustment reported in a
separate component of stockholders equity, net of tax effect. Trading
securities include a subordinate tranche from a 1998 securitization of High LTV
Loans, the resulting residual interest in cash flows from that securitization
and from a securitization completed in 1997, and the excess spread on
interest-only strips receivable. (See Note 3. Investment, Mortgage-Backed and
Mortgage-Related Securities). Trading securities are carried at market value
with any unrealized gains or losses included in the statement of operations
under Loss on securities, net. Securities held to maturity are carried at
amortized cost.

10



---



##### Table of Contents



7. RELATED PARTY TRANSACTIONS

Mr. William R. Hough, is the Companys chairman of the board, a director of the
Company and the Bank, and our largest shareholder. Mr. Hough is also President
and the controlling shareholder of William R. Hough & Co. (WRHC), a
NASD-member investment-banking firm. During 1999, we entered into an agreement
with WRHC whereby they would act as our agent in open-market purchases of
securities. WRHC is compensated under that agreement on a commission basis. We
also periodically purchase from WRHC securities under agreement to repurchase
at a rate based on the prevailing federal funds rate and plus one-eighth of one
percent, per an agreement entered into on August 15, 1995.

WRHC offers sales of insurance and mutual fund products and investment advisory
services on our premises. We are paid 50% of the net profits earned from sales
of investment products on our premises. The fee income earned from this
relationship was $112,000 and $105,000 for the nine months ended September 30,
2000 and 1999, respectively.

On May 17, 2000, we entered into a loan agreement with Mr. William R. Hough,
individually, to borrow up to $2.0 million on an unsecured, revolving line of
credit basis. The full amount of that line was drawn in the second quarter of
2000. On September 14, 2000, an additional loan agreement was entered into
with Mr. Hough, to borrow up to $1.5 million. The full amount of that line was
drawn in the third quarter of 2000. The proceeds were used for holding company
debt service. Interest on these loans is at a variable rate, changing daily,
and equal to the Citibank, N.A., New York Base Rate (the Index) plus .50%.
The rate at September 30, 2000 was 10.0% per annum. The loans are payable in
one payment of all outstanding principal plus all accrued unpaid interest on
March 31, 2001. In addition, we are obligated to pay regular monthly payments
of all accrued unpaid interest due. The repayment of principal and interest on
these loans is subordinate to the payment of all principal and interest on the
senior debt.

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. All loans and commitments to lend included in those transactions were made
in the ordinary course of business, upon substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and, in our opinion, have not
involved more than the normal risk of collectibility or presented other
unfavorable features.

8. HOLDING COMPANY CASHFLOW AND DEBT SERVICE

As a Florida-chartered commercial bank, the Bank is subject to the laws of
Florida as to the payment of dividends. Under the Florida Financial
Institutions Code, the prior approval of the Department is required if the
total of all dividends declared by a bank in any calendar year will exceed the
sum of a banks net retained profits (net income less any dividends paid) for
that year and its retained net profits for the preceding two years. At January
1, 2000, the aggregate net retained profit position for dividend payment
purposes was a $6.8 million deficit. Therefore, the Bank was not permitted to
make dividend payments to the holding company until the Banks retained net
profits for calendar year 2000 exceeded the $6.8 million deficit. The Banks
net income for the nine months ended September 30, 2000 was $7.1 million and,
as of September 30, 2000, there was a net retained profit surplus for dividend
payment purposes of $323,000.

11



---



##### Table of Contents



Selected Quarterly Financial and Other Data
Five Consecutive Quarters
($ in thousands, except share data; unaudited)

|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|-------------------------------------------------------------- |  | -------------- | ---------- | --------- |  | --------- | ---------- | --------- |  | ---------- | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                               |  | Quarters Ended
|                                                               |  |               
|                                                               |  | Sept. 2000     |            | June 2000 |  | Mar. 2000 |            | Dec. 1999 |  | Sept. 1999
|                                                               |  |                |            |           |  |           |            |           |  |           
|OPERATING DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Interest income                                                |  | $              | 49,163     |           |  | $         | 50,846     |           |  | $          | 49,587     |   |  | $ | 48,961     |   |  | $ | 48,158     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Interest expense                                               |  |                | 27,217     |           |  |           | 26,836     |           |  |            | 25,915     |   |  |   | 25,128     |   |  |   | 24,795     |  
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|Net interest income                                            |  |                | 21,946     |           |  |           | 24,010     |           |  |            | 23,672     |   |  |   | 23,833     |   |  |   | 23,363     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss provision                                            |  |                | 5,000      |           |  |           | 5,000      |           |  |            | 4,400      |   |  |   | 3,120      |   |  |   | 3,871      |  
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|Net interest income after loan loss provision                  |  |                | 16,946     |           |  |           | 19,010     |           |  |            | 19,272     |   |  |   | 20,713     |   |  |   | 19,492     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Noninterest income                                             |  |                | 5,290      |           |  |           | 4,178      |           |  |            | 4,930      |   |  |   | 5,048      |   |  |   | 7,621      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating expenses                                             |  |                | 17,951     |           |  |           | 18,612     |           |  |            | 19,343     |   |  |   | 20,782     |   |  |   | 20,615     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Other noninterest expense                                      |  |                | 1,048      |           |  |           | 994        |           |  |            | 1,282      |   |  |   | 1,150      |   |  |   | 1,043      |  
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|Net income before income taxes
& minority interest             |  |                | 3,237      |           |  |           | 3,582      |           |  |            | 3,577      |   |  |   | 3,829      |   |  |   | 5,455      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Income tax provision                                           |  |                | (1,295     | )         |  |           | (1,474     | )         |  |            | (1,507     | ) |  |   | (1,622     | ) |  |   | (1,968     | )
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interest in income from
subsidiary trust              |  |                | (426       | )         |  |           | (421       | )         |  |            | (421       | ) |  |   | (421       | ) |  |   | (424       | )
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|Net income                                                     |  | $              | 1,516      |           |  | $         | 1,687      |           |  | $          | 1,649      |   |  | $ | 1,786      |   |  | $ | 3,063      |  
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|PER SHARE DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Earnings per share  basic                                     |  | $              | .14        |           |  | $         | .15        |           |  | $          | .15        |   |  | $ | .17        |   |  | $ | .29        |  
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|Weighted average shares outstanding  basic                    |  |                | 10,555,989 |           |  |           | 10,555,897 |           |  |            | 10,555,889 |   |  |   | 10,547,802 |   |  |   | 10,510,415 |  
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|Earnings per share  diluted                                   |  | $              | .13        |           |  | $         | .15        |           |  | $          | .15        |   |  | $ | .16        |   |  | $ | .27        |  
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|Weighted average shares outstanding  diluted                  |  |                | 11,321,328 |           |  |           | 11,310,583 |           |  |            | 11,318,488 |   |  |   | 11,310,681 |   |  |   | 11,309,550 |  
|                                                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |   |  |   |            |  
|BALANCE SHEET DATA (at period-end):                           
|                                                              
|                                                              
|                                                              
|                                                              
|Total assets                                                   |  | $              | 2,490,181  |           |  | $         | 2,554,828  |           |  | $          | 2,626,458  |   |  | $ | 2,566,026  |   |  | $ | 2,516,507  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Investment & mortgage-backed securities                        |  |                | 440,312    |           |  |           | 466,180    |           |  |            | 442,845    |   |  |   | 453,008    |   |  |   | 356,639    |  
|                                                              
|                                                              
|                                                              
|                                                              
|Portfolio loans, net of unearned income                        |  |                | 1,790,143  |           |  |           | 1,864,640  |           |  |            | 1,882,560  |   |  |   | 1,889,892  |   |  |   | 1,867,387  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Nonperforming assets                                           |  |                | 60,100     |           |  |           | 36,066     |           |  |            | 29,903     |   |  |   | 31,218     |   |  |   | 32,633     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Allowance for loan losses                                      |  |                | 30,441     |           |  |           | 28,273     |           |  |            | 30,470     |   |  |   | 28,177     |   |  |   | 28,189     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Goodwill & premium on deposits                                 |  |                | 29,933     |           |  |           | 30,897     |           |  |            | 31,862     |   |  |   | 32,827     |   |  |   | 33,791     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Deposits                                                       |  |                | 2,180,721  |           |  |           | 2,252,982  |           |  |            | 2,334,661  |   |  |   | 2,282,809  |   |  |   | 2,224,614  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Stockholders equity                                           |  |                | 178,109    |           |  |           | 173,254    |           |  |            | 170,489    |   |  |   | 170,245    |   |  |   | 169,544    |  
|                                                              
|                                                              
|                                                              
|                                                              
|Book value per share (dollars)                                 |  |                | 15.75      |           |  |           | 15.32      |           |  |            | 15.08      |   |  |   | 15.06      |   |  |   | 15.05      |  
|                                                              
|                                                              
|                                                              
|                                                              
|SELECTED FINANCIAL RATIOS:                                    
|                                                              
|                                                              
|                                                              
|                                                              
|Return on average assets                                       |  |                | .24        | %         |  |           | .26        | %         |  |            | .26        | % |  |   | .28        | % |  |   | .48        | %
|                                                              
|                                                              
|                                                              
|                                                              
|Return on average equity                                       |  |                | 3.44       |           |  |           | 3.96       |           |  |            | 3.90       |   |  |   | 4.19       |   |  |   | 7.07       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity to assets                                               |  |                | 7.15       |           |  |           | 6.78       |           |  |            | 6.42       |   |  |   | 6.63       |   |  |   | 6.73       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity and minority interest in preferred
subsidiary to assets |  |                | 8.31       |           |  |           | 7.91       |           |  |            | 7.50       |   |  |   | 7.75       |   |  |   | 7.88       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Portfolio loans/deposit ratio                                  |  |                | 82.09      |           |  |           | 82.76      |           |  |            | 80.64      |   |  |   | 82.79      |   |  |   | 83.94      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net interest spread                                            |  |                | 3.29       |           |  |           | 3.49       |           |  |            | 3.50       |   |  |   | 3.63       |   |  |   | 3.50       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net interest margin                                            |  |                | 3.73       |           |  |           | 3.89       |           |  |            | 3.86       |   |  |   | 3.99       |   |  |   | 3.85       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating expense to average assets                            |  |                | 2.88       |           |  |           | 2.88       |           |  |            | 3.00       |   |  |   | 3.27       |   |  |   | 3.24       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating efficiency ratio                                     |  |                | 65.91      |           |  |           | 66.03      |           |  |            | 67.63      |   |  |   | 71.96      |   |  |   | 66.53      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss allowance to portfolio loans                         |  |                | 1.70       |           |  |           | 1.52       |           |  |            | 1.62       |   |  |   | 1.49       |   |  |   | 1.51       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss allowance to nonperforming loans                     |  |                | 56.30      |           |  |           | 95.68      |           |  |            | 128.40     |   |  |   | 112.04     |   |  |   | 108.32     |  
|                                                              
|                                                              
|                                                              
|                                                              
|CAPITAL RATIOS:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1 (leverage)  Company                                    |  |                | 6.37       |           |  |           | 6.14       |           |  |            | 5.93       |   |  |   | 6.02       |   |  |   | 5.97       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1 (leverage)  Bank                                       |  |                | 7.25       |           |  |           | 6.95       |           |  |            | 6.78       |   |  |   | 6.78       |   |  |   | 6.88       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1/risk-assets  Company                                   |  |                | 10.05      |           |  |           | 9.81       |           |  |            | 9.27       |   |  |   | 9.17       |   |  |   | 9.28       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1/risk assets  Bank                                      |  |                | 11.45      |           |  |           | 11.12      |           |  |            | 10.59      |   |  |   | 10.33      |   |  |   | 10.64      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Risk-based capital  Company                                   |  |                | 12.48      |           |  |           | 12.20      |           |  |            | 11.65      |   |  |   | 11.53      |   |  |   | 11.66      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Risk-based capital  Bank                                      |  |                | 12.75      |           |  |           | 12.41      |           |  |            | 11.89      |   |  |   | 11.63      |   |  |   | 11.94      |  
|                                                              
|                                                              
|                                                              
|                                                              
|OTHER DATA (at period-end):                                   
|                                                              
|                                                              
|                                                              
|                                                              
|Number of branch banking offices                               |  |                | 81         |           |  |           | 81         |           |  |            | 81         |   |  |   | 81         |   |  |   | 81         |  
|                                                              
|                                                              
|                                                              
|                                                              
|Number of full-time equivalent employees                       |  |                | 996        |           |  |           | 997        |           |  |            | 995        |   |  |   | 1,000      |   |  |   | 1,019      |  

12



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.
QUARTERLY NONPERFORMING ASSET TREND
($ in thousands; unaudited)

|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |   |        |        |  
|---------------------------------------------- | -------------------------------------------------------------------------- | ---------------------------------- | ------ | - | -------------- | ------ | --------- | - | --------- | ------ | --------- | - | ---------- | ------ | ------ | - | ------ | ------ | ------ | - | ------ | ------ | -
|                                               |                                                                            |                                    |        |   | Quarters Ended
|                                               |                                                                            |                                    |        |   |               
|                                               |                                                                            |                                    |        |   | Sept. 2000     |        | June 2000 |   | Mar. 2000 |        | Dec. 1999 |   | Sept. 1999
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |           
|Non-performing loans:                         
|                                              
|                                              
|                                              
|                                              
|Residential first lien                         |                                                                            | $                                  | 11,312 |   |                | $      | 14,133    |   |           | $      | 15,380    |   |            | $      | 13,813 |   |        | $      | 14,369 |  
|                                              
|                                              
|                                              
|                                              
|Warehouse lines of credit                      |                                                                            |                                    | 2,467  |   |                |        | 2,867     |   |           |        | 48        |   |            |        | 868    |   |        |        | 48     |  
|                                              
|                                              
|                                              
|                                              
|Nonconforming first lien                       |                                                                            |                                    | 3,866  |   |                |        | 4,280     |   |           |        | 4,177     |   |            |        | 4,973  |   |        |        | 5,909  |  
|                                              
|                                              
|                                              
|                                              
|Commercial real estate                         |                                                                            |                                    | 34,274 |   |                |        | 6,332     |   |           |        | 1,327     |   |            |        | 3,252  |   |        |        | 3,749  |  
|                                              
|                                              
|                                              
|                                              
|Multifamily residential                        |                                                                            |                                    | 315    |   |                |        |          |   |           |        |          |   |            |        |       |   |        |        |       |  
|                                              
|                                              
|                                              
|                                              
|Commercial (business)                          |                                                                            |                                    | 650    |   |                |        | 592       |   |           |        | 602       |   |            |        | 797    |   |        |        | 178    |  
|                                              
|                                              
|                                              
|                                              
|Home equity                                    |                                                                            |                                    | 686    |   |                |        | 831       |   |           |        | 1,841     |   |            |        | 833    |   |        |        | 440    |  
|                                              
|                                              
|                                              
|                                              
|Consumer & other                               |                                                                            |                                    | 80     |   |                |        | 178       |   |           |        | 183       |   |            |        | 140    |   |        |        | 83     |  
|                                              
|                                              
|                                              
|                                              
|High LTV                                       |                                                                            |                                    | 424    |   |                |        | 336       |   |           |        | 173       |   |            |        | 474    |   |        |        | 1,249  |  
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |  
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Total nonperforming
loans(1)       |        |   | 54,074         |        |           |   | 29,549    |        |           |   | 23,731     |        |        |   | 25,150 |        |        |   | 26,025 |       
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Other nonperforming receivables                |                                                                            |                                    | 653    |   |                |        | 687       |   |           |        | 711       |   |            |        | 736    |   |        |        | 761    |  
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Other real estate:                            
|                                              
|                                              
|                                              
|                                              
|Residential                                    |                                                                            |                                    | 1,737  |   |                |        | 2,508     |   |           |        | 2,141     |   |            |        | 3,804  |   |        |        | 3,568  |  
|                                              
|                                              
|                                              
|                                              
|Commercial                                     |                                                                            |                                    | 3,636  |   |                |        | 3,322     |   |           |        | 3,320     |   |            |        | 1,528  |   |        |        | 2,279  |  
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |  
|                                               |                                                                            | Total ORE                          |        |   | 5,373          |        |           |   | 5,830     |        |           |   | 5,461      |        |        |   | 5,332  |        |        |   | 5,847  |       
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |  
|                                               |                                                                            | Total nonperforming assets         |        | $ | 60,100         |        |           | $ | 36,066    |        |           | $ | 29,903     |        |        | $ | 31,218 |        |        | $ | 32,633 |       
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |  
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|(1)                                        | Represents all loans on nonaccrual and all loans 90 days and over past due
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Memorandum:                                   
|                                              
|                                              
|                                              
|                                              
|Past due 90+ days-still accruing
(incl. above) |                                                                            | $                                  | 3      |   |                | $      | 46        |   |           | $      | 4         |   |            | $      | 171    |   |        | $      | 1,273  |  
|                                              
|                                              
|                                              
|                                              
|Nonperforming loans/portfolio loans            |                                                                            |                                    | 3.02   | % |                |        | 1.58      | % |           |        | 1.26      | % |            |        | 1.33   | % |        |        | 1.39   | %
|                                              
|                                              
|                                              
|                                              
|Nonperforming assets/assets                    |                                                                            |                                    | 2.41   |   |                |        | 1.41      |   |           |        | 1.14      |   |            |        | 1.22   |   |        |        | 1.30   |  
|                                              
|                                              
|                                              
|                                              
|ORE/assets                                     |                                                                            |                                    | .22    |   |                |        | .23       |   |           |        | .21       |   |            |        | .21    |   |        |        | .23    |  
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Loan loss allowance to nonperforming loans:   
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Originated portfolio               |        |   | 56.05          | %      |           |   | 98.18     | %      |           |   | 143.60     | %      |        |   | 137.61 | %      |        |   | 121.52 | %     
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | July 1997 Purchase                 |        |   | 2.93           |        |           |   | 1.94      |        |           |   | 2.43       |        |        |   |       |        |        |   | 35.21  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | March 1995 Purchase                |        |   | 238.39         |        |           |   | 1,136.17  |        |           |   | 228.45     |        |        |   | 246.89 |        |        |   | 153.85 |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | CrossLand portfolio                |        |   |               |        |           |   |          |        |           |   |           |        |        |   | 24.63  |        |        |   | 42.90  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Other purchased portfolios         |        |   | 58.26          |        |           |   | 69.52     |        |           |   | 21.03      |        |        |   | 14.03  |        |        |   | 36.56  |       
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |  
|                                               |                                                                            |                                    | Total  |   |                | 56.30  | %         |   |           | 95.68  | %         |   |            | 128.40 | %      |   |        | 112.04 | %      |   |        | 108.32 | %
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |  
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Other loan delinquency data                   
|                                              
|                                              
|                                              
|                                              
|                                               | 30-89 days past due:                                                      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Residential first lien             |        | $ | 14,683         |        |           | $ | 11,036    |        |           | $ | 12,257     |        |        | $ | 17,292 |        |        | $ | 14,180 |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Warehouse lines of credit          |        |   |               |        |           |   | 222       |        |           |   | 11,048     |        |        |   | 42     |        |        |   |       |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Commercial real estate/multifamily |        |   | 2,240          |        |           |   | 1,925     |        |           |   | 915        |        |        |   | 5,282  |        |        |   | 314    |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Commercial (business)              |        |   | 1,054          |        |           |   | 686       |        |           |   | 824        |        |        |   | 1,190  |        |        |   | 1,535  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Home equity                        |        |   | 1,893          |        |           |   | 1,290     |        |           |   | 1,351      |        |        |   | 1,864  |        |        |   | 1,399  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | Consumer & other                   |        |   | 343            |        |           |   | 378       |        |           |   | 364        |        |        |   | 479    |        |        |   | 491    |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                            | High LTV                           |        |   | 2,342          |        |           |   | 2,890     |        |           |   | 2,385      |        |        |   | 3,301  |        |        |   | 2,253  |       
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |  
|                                               |                                                                            |                                    | Total  |   | $              | 22,555 |           |   | $         | 18,427 |           |   | $          | 29,144 |        |   | $      | 29,450 |        |   | $      | 20,172 |  
|                                               |                                                                            |                                    |        |   |                |        |           |   |           |        |           |   |            |        |        |   |        |        |        |  

13



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.
QUARTERLY CREDIT LOSS EXPERIENCE
($ in thousands; unaudited)

|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |           |  
|------------------------------------------------------------ | ----- | - | -------------- | --------- | --------- | - | --------- | --------- | --------- | - | ---------- | --------- | - | - | ------- | --------- | - | - | ------- | --------- | -
|                                                             |       |   | Quarters Ended
|                                                             |       |   |               
|                                                             |       |   | Sept. 2000     |           | June 2000 |   | Mar. 2000 |           | Dec. 1999 |   | Sept. 1999
|                                                             |       |   |                |           |           |   |           |           |           |   |           
|Daily average loans outstanding:                            
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       | $ | 720,793        |           |           | $ | 735,289   |           |           | $ | 748,869    |           |   | $ | 757,410 |           |   | $ | 768,772 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |   | 52,584         |           |           |   | 71,124    |           |           |   | 81,049     |           |   |   | 95,654  |           |   |   | 103,847 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Nonconforming first lien mortgages                           |       |   | 70,129         |           |           |   | 73,570    |           |           |   | 78,118     |           |   |   | 82,167  |           |   |   | 84,919  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | 704,278        |           |           |   | 728,835   |           |           |   | 714,664    |           |   |   | 672,858 |           |   |   | 641,950 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | 109,626        |           |           |   | 100,975   |           |           |   | 80,728     |           |   |   | 78,213  |           |   |   | 82,769  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | 62,028         |           |           |   | 64,308    |           |           |   | 63,554     |           |   |   | 63,632  |           |   |   | 65,318  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |   | 24,746         |           |           |   | 24,937    |           |           |   | 23,719     |           |   |   | 25,406  |           |   |   | 30,193  |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | 83,372         |           |           |   | 87,269    |           |           |   | 90,142     |           |   |   | 98,565  |           |   |   | 102,674 |          
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          
|                                                             | Total |   | $              | 1,827,556 |           |   | $         | 1,886,307 |           |   | $          | 1,880,843 |   |   | $       | 1,873,905 |   |   | $       | 1,880,442 |  
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          
|Allowance for loan losses at beginning of period             |       | $ | 28,273         |           |           | $ | 30,470    |           |           | $ | 28,177     |           |   | $ | 28,189  |           |   | $ | 26,209  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Loan discount (net) allocated to
(from) purchased portfolios |       |   |               |           |           |   |          |           |           |   | (5         | )         |   |   | (470    | )         |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Provision for loan losses                                    |       |   | 5,000          |           |           |   | 5,000     |           |           |   | 4,400      |           |   |   | 3,120   |           |   |   | 3,871   |          
|                                                            
|                                                            
|                                                            
|                                                            
|Acquired reserve-purchased loans                             |       |   |               |           |           |   |          |           |           |   |           |           |   |   |        |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Charge-offs:                                                
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |   | (405           | )         |           |   | (374      | )         |           |   | (463       | )         |   |   | (468    | )         |   |   | (534    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |   | (77            | )         |           |   | (4,412    | )         |           |   | (66        | )         |   |   |        |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Nonconforming first lien mortgages                           |       |   | (172           | )         |           |   | (290      | )         |           |   | (319       | )         |   |   | (305    | )         |   |   | (239    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | (48            | )         |           |   | (1        | )         |           |   |           |           |   |   | (167    | )         |   |   | (20     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | (55            | )         |           |   | (3        | )         |           |   |           |           |   |   | (115    | )         |   |   | (56     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | (235           | )         |           |   | (945      | )         |           |   |           |           |   |   |        |           |   |   | (312    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |   | (109           | )         |           |   | (44       | )         |           |   | (34        | )         |   |   | (155    | )         |   |   | (96     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |   | (67            | )         |           |   | (82       | )         |           |   | (32        | )         |   |   | (14     | )         |   |   | (77     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | (1,879         | )         |           |   | (1,299    | )         |           |   | (1,835     | )         |   |   | (1,620  | )         |   |   | (863    | )        
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          
|                                                             | Total |   |                | (3,047    | )         |   |           | (7,450    | )         |   |            | (2,749    | ) |   |         | (2,844    | ) |   |         | (2,197    | )
|                                                            
|                                                            
|                                                            
|                                                            
|Recoveries:                                                 
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |   | 68             |           |           |   | 31        |           |           |   | 48         |           |   |   | 4       |           |   |   | 110     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |   | 3              |           |           |   | 10        |           |           |   |           |           |   |   |        |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Nonconforming first lien mortgages                           |       |   |               |           |           |   | 4         |           |           |   |           |           |   |   |        |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | 11             |           |           |   | 3         |           |           |   | 287        |           |   |   | 8       |           |   |   | 2       |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | 14             |           |           |   | 9         |           |           |   | 29         |           |   |   | 13      |           |   |   | 44      |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | 37             |           |           |   | 9         |           |           |   | 4          |           |   |   | 25      |           |   |   | 21      |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |   | 12             |           |           |   | 12        |           |           |   | 11         |           |   |   | 11      |           |   |   | 29      |          
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |   | 26             |           |           |   | 5         |           |           |   | 2          |           |   |   | 24      |           |   |   | 16      |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | 44             |           |           |   | 170       |           |           |   | 266        |           |   |   | 97      |           |   |   | 84      |          
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          
|                                                             | Total |   |                | 215       |           |   |           | 253       |           |   |            | 647       |   |   |         | 182       |   |   |         | 306       |  
|                                                            
|                                                            
|                                                            
|                                                            
|Net (charge-offs) recoveries:                               
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |   | (337           | )         |           |   | (343      | )         |           |   | (415       | )         |   |   | (464    | )         |   |   | (424    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |   | (74            | )         |           |   | (4,402    | )         |           |   | (66        | )         |   |   |        |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Nonconforming first lien mortgages                           |       |   | (172           | )         |           |   | (286      | )         |           |   | (319       | )         |   |   | (305    | )         |   |   | (239    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | (37            | )         |           |   | 2         |           |           |   | 287        |           |   |   | (159    | )         |   |   | (18     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | (41            | )         |           |   | 6         |           |           |   | 29         |           |   |   | (102    | )         |   |   | (12     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | (198           | )         |           |   | (936      | )         |           |   | 4          |           |   |   | 25      |           |   |   | (291    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |   | (97            | )         |           |   | (32       | )         |           |   | (23        | )         |   |   | (144    | )         |   |   | (67     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |   | (41            | )         |           |   | (77       | )         |           |   | (30        | )         |   |   | 10      |           |   |   | (61     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | (1,835         | )         |           |   | (1,129    | )         |           |   | (1,569     | )         |   |   | (1,523  | )         |   |   | (779    | )        
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          
|                                                             | Total |   |                | (2,832    | )         |   |           | (7,197    | )         |   |            | (2,102    | ) |   |         | (2,662    | ) |   |         | (1,891    | )
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          
|Allowance for loan losses at end of period                   |       | $ | 30,441         |           |           | $ | 28,273    |           |           | $ | 30,470     |           |   | $ | 28,177  |           |   | $ | 28,189  |          
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          
|Net charge-offs (recoveries) to average loans-annualized:   
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |   | .19            | %         |           |   | .19       | %         |           |   | .22        | %         |   |   | .25     | %         |   |   | .22     | %        
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |   | .56            |           |           |   | 24.76     |           |           |   | .33        |           |   |   |        |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Nonconforming first lien mortgages                           |       |   | .98            |           |           |   | 1.55      |           |           |   | 1.63       |           |   |   | 1.48    |           |   |   | 1.13    |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | .02            |           |           |   |          |           |           |   | (.16       | )         |   |   | .09     |           |   |   | .01     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | .15            |           |           |   | (.02      | )         |           |   | (.14       | )         |   |   | .52     |           |   |   | .03     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | 1.28           |           |           |   | 5.82      |           |           |   | (.03       | )         |   |   | (.16    | )         |   |   | 1.78    |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |   | 1.57           |           |           |   | .51       |           |           |   | .39        |           |   |   | 2.27    |           |   |   | .89     |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | 8.80           |           |           |   | 5.17      |           |           |   | 6.96       |           |   |   | 6.18    |           |   |   | 3.03    |          
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          
|                                                             | Total |   |                | .62       | %         |   |           | 1.53      | %         |   |            | .45       | % |   |         | .57       | % |   |         | .40       | %
|                                                             |       |   |                |           |           |   |           |           |           |   |            |           |   |   |         |           |   |   |         |          

14



---



##### Table of Contents



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

Comparison of Balance Sheets at September 30, 2000 and December 31, 1999

Overview

At September 30, 2000, we had total assets of $2.49 billion, stockholders
equity of $178.1 million and a book value per share of $15.75, compared with
total assets of $2.57 billion, stockholders equity of $170.2 million and a
book value of $15.06 at December 31, 1999. Loans, net of allowances for loan
losses, were $1.76 billion at September 30, 2000, a decrease of $102.0 million
from $1.86 billion at December 31, 1999, while total deposits were $2.18
billion, a decrease of $102.1 million from $2.28 billion at year-end 1999.

Investment, Mortgage-Backed and Mortgage-Related Securities

Investments in the available for sale category at September 30, 2000 were
comprised of U.S. Treasury and mortgage-backed securities (MBS) issued by
federal agencies totaling $440.3 million as compared to $453.0 million at the
end of last year. MBS increased $36.1 million, while commercial paper
totaling $39.9 million matured without replacement. Mortgage-related
securities, all of which were in the trading category, amounted to $37.1
million at September 30, 2000, a $2.1 million decrease from $39.2 million at
December 31, 1999. These trading assets consisted of: (1) a $10.9 million
subordinate tranche purchased from our securitization of High LTV Loans in
June 1998; (2) $22.5 million in overcollateralization and residual interests
in cash flows from securitizations in December 1997 and June 1998; and (3) the
excess spread on mortgage servicing rights, which amounted to $3.7 million at
year-end 1999.

Loans

Total loans declined by $99.7 million from $1.89 billion at the prior year-end
to $1.79 billion at September 30, 2000. Payoffs and other reductions of
warehouse lines of credit and residential mortgages more than offset increases
in commercial and consumer loans. Warehouse lines of credit decreased $56.0
million, nonconforming mortgages decreased $11.1 million and
conventional/government residential loans declined by $71.6 million. High LTV
Loans decreased by $11.7 million. Commercial loans increased $33.8 million and
home equity loans increased $15.2 million, while commercial real estate loans
and business loans secured by real estate increased $7.6 million.

Allowance for Loan Losses

The allowance for loan losses amounted to $30.4 million (1.70% of portfolio
loans) at September 30, 2000, compared with $28.2 million (1.49% of portfolio
loans) at December 31, 1999. Activity to the allowance in 2000 included
provisions for loan losses of $14.4 million less loan charge-offs (net of
recoveries) of $12.1 million. Of the net amount of charge-offs, $4.5 million
resulted from charging off as uncollectible a portion of several mortgage
warehouse lines of credit. The remainder resulted from charge-offs of High
LTV, home equity and residential loans deemed uncollectible. At September 30,
2000, the ratio of the allowance for loan losses to nonperforming loans was
56.3% compared to 112.04% at the end of 1999.

Nonperforming Assets

Nonperforming assets amounted to $60.1 million (2.41% of total assets) at
September 30, 2000, compared with $31.2 million (1.22% of total assets) at
December 31, 1999. Nonperforming loans totaled $54.1 million at September 30,
2000, an increase of $28.9 million from the prior year-end total of $25.2
million. During the third quarter, we placed into nonperforming status a $15.3
million hotel construction loan in Wilmington, Delaware. Construction has been
completed on the hotel but the loan has matured and the borrower has not yet
been able to obtain the requisite certificate to begin operations. Also, a
$13.1 million residential development project in

15



---



##### Table of Contents



Naples, Florida was placed in
nonperforming status. Compared to the prior year-end, nonperforming mortgage
warehouse lines of credit increased $1.6 million, while nonperforming
one-to-four family residential mortgage loans and nonconforming first lien
loans decreased $3.6 million. ORE balances increased $41,000 to $5.4 million.

Deposits

Total deposits were $2.18 billion at September 30, 2000, a $102.1 million
decrease from the prior year-end. Certificates of deposit declined by $74.0
million, checking accounts (including non-retail deposits such as official
checks) decreased by $21.1 million, and savings deposits declined by $94.1
million. These reductions were partially offset by an $87.1 million increase in
money market deposits. Total deposits from the 24 branches which comprised our
1998 and 1999 branch expansion program have increased from year-end 1999 by
$67.0 million to $268.7 million at September 30, 2000.

Holding Company Debt

Holding company debt increased by $1.0 million to $27.6 million at September
30, 2000. Holding company debt at September 30, 2000 consisted of senior debt
to SunTrust Bank, N.A. of $6.7 million, term subordinated debt payable to
several of our current and former directors of $2.8 million, $3.5 million of
unsecured notes from Mr. William R. Hough, the chairman of the holding
companys board (see Note 7. Related Party Transactions) and $14.7 million
of convertible subordinated debentures. The senior debt requires monthly
principal payments of $278,000 plus interest at Libor plus 1.75% and a balloon
payment on March 31, 2001 of approximately $5.0 million. As a result of the
increase in the Banks nonperforming assets as of September 30, 2000, the
Company is not in compliance with the Nonperforming Asset Ratio requirement
contained in the senior debt loan agreement. The Company has requested, and
received, a waiver of this debt covenant from SunTrust Bank, N.A. The
unsecured notes from our chairman also mature on March 31, 2001. The term
subordinated debt and convertible subordinated debt mature on September 22,
2006 and October 1, 2014, respectively.

Stockholders Equity

Stockholders equity was $178.1 million at September 30, 2000, or 7.15% of
total assets, compared to $170.2 million or 6.63% of total assets at December
31, 1999. At September 30, 2000, the Banks tier 1 (leverage) capital ratio
was 7.25%, its tier 1 (risk-based) capital ratio was 11.45%, and its total
risk-based capital ratio was 12.75%, 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, 2000 were 6.37%, 10.05%, and 12.48%,
respectively.

16



---



##### Table of Contents



Comparison of Results of Operations for the Three Months Ended September 30, 2000 and 1999

Overview

Net income for the third quarter of 2000 was $1.5 million, or $.13 per share
(on a diluted basis), compared with $3.1 million, or $.27 per share, on the
same basis for the same period in 1999. In the current quarter we recorded a
$5.0 million loan loss provision and a $211,000 trading loss on our residual
interest in two High LTV Loan securitizations, compared with a $3.9 million
loan loss provision and no trading loss in 1999. Net income for 1999 also
included $2.4 million in gains from a branch sale and a branch relocation.

Analysis of Net Interest Income (see table on page 18)

Net interest income for the three months ended September 30, 2000 was $21.9
million compared with $23.4 million for the same period last year, a $1.4
million or 6.1% decrease. Included in this decrease was a $552,000 loss of
interest income from the increase in nonperforming assets. Interest income
was $49.2 million for the third quarter of 2000, an increase of $1.0 million
over the same period in 1999. Interest expense increased by $2.4 million from
$24.8 million in 1999 to $27.2 million in 2000. Average asset yield increased
by 36 basis points from 7.98% for the same period of 1999 to 8.34% for 2000
and included a 26 basis point increase in loan portfolio yield. The average
cost of interest-bearing liabilities increased by 57 basis points from 4.48%
to 5.05%, primarily due to an increasingly competitive market for deposit
accounts and a rising interest rate environment. Net interest margin, which
includes the benefit of noninterest bearing funds, decreased from 3.85% for
the third quarter of 1999 to 3.73% for the third quarter of 2000.

Noninterest Income

Noninterest income for the three months ended September 30, 2000 was $5.3
million compared with $7.6 million for the same period of 1999, a decrease of
$2.3 million. The third quarter of 1999 included $2.4 million in gains from a
branch sale and a branch relocation. A trading loss of $211,000 on the
residual assets from securitizing High LTV Loans in prior years was recorded
in the third quarter this year; no trading loss was recorded for the third
quarter last year.

Excluding these items, noninterest income increased by $267,000 from the same
period last year. Improvements to noninterest income included a $281,000
increase in service charges on deposit accounts and other deposit-related fee
income sources and a $167,000 increase in other loan fee income.

The following table reflects the components of noninterest income for the
three months ended September 30, 2000, and 1999 ($ in thousands; unaudited):

|                                    |  |                                          |       |      |  |            |       |  |  |          |        |  
|----------------------------------- |  | ---------------------------------------- | ----- | ---- |  | ---------- | ----- |  |  | -------- | ------ | -
|                                    |  | For the Three Months Ended September 30,
|                                    |  |                                         
|                                    |  |                                          |       |      |  |            |       |  |  | Increase
|                                    |  | 2000                                     |       | 1999 |  | (Decrease)
|                                    |  |                                          |       |      |  |           
|Service charges on deposit accounts |  | $                                        | 2,053 |      |  | $          | 1,772 |  |  | $        | 281    |  
|                                   
|                                   
|                                   
|                                   
|Loan service fees                   |  |                                          | 1,340 |      |  |            | 1,412 |  |  |          | (72    | )
|                                   
|                                   
|                                   
|                                   
|Other loan fee income               |  |                                          | 1,402 |      |  |            | 1,235 |  |  |          | 167    |  
|                                   
|                                   
|                                   
|                                   
|Gain on sale of loans, net          |  |                                          | 73    |      |  |            | 316   |  |  |          | (243   | )
|                                   
|                                   
|                                   
|                                   
|Gain on sale of securities, net     |  |                                          | 148   |      |  |            |      |  |  |          | 148    |  
|                                   
|                                   
|                                   
|                                   
|Net trading account loss            |  |                                          | (211  | )    |  |            |      |  |  |          | (211   | )
|                                   
|                                   
|                                   
|                                   
|Foreign exchange income             |  |                                          | 8     |      |  |            | 26    |  |  |          | (18    | )
|                                   
|                                   
|                                   
|                                   
|Gain on sale of branch deposits     |  |                                          |      |      |  |            | 1,098 |  |  |          | (1,098 | )
|                                   
|                                   
|                                   
|                                   
|Gain on branch relocation(s)        |  |                                          |      |      |  |            | 1,289 |  |  |          | (1,289 | )
|                                   
|                                   
|                                   
|                                   
|Other income                        |  |                                          | 477   |      |  |            | 473   |  |  |          | 4      |  
|                                    |  |                                          |       |      |  |            |       |  |  |          |        |  
|Total noninterest income            |  | $                                        | 5,290 |      |  | $          | 7,621 |  |  | $        | (2,331 | )
|                                    |  |                                          |       |      |  |            |       |  |  |          |        |  

17



---



##### 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, 2000 and 1999 ($ in thousands; unaudited):

|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |           |  |  |  |  |         |   |        |        |  |  |      |      |  
|--------------------------------------- | ---------------------------------- | ------- | -------------------------------- | --------- | ---- | ---- | ------ | ------- | ------- |  | ------- | ----- | - | -------- | - | --------- |  |  |  |  | ------- | - | ------ | ------ |  |  | ---- | ---- | -
|                                        |                                    |         | Three Months Ended September 30,
|                                        |                                    |         |                                  |          
|                                        |                                    |         | 2000                             |           | 1999
|                                        |                                    |         |                                  |           |     
|                                        |                                    |         | Average                          |           |      |      |        |         | Average |  | Average |       |   |          |   |           |  |  |  |  | Average
|Summary of Average Rates                |                                    | Balance |                                  | Interest  |      | Rate |        | Balance |         |  |         |       |   | Interest |   | Rate     
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |          
|Interest earning assets:               
|                                       
|                                       
|                                       
|                                       
|                                        | Loans, net                         |         | $                                | 1,827,556 |      |      | $      | 40,723  |         |  |         | 8.88  | % |          | $ | 1,880,442 |  |  |  |  |         |   | $      | 41,089 |  |  |      | 8.62 | %
|                                       
|                                       
|                                       
|                                       
|                                        | Investment securities              |         |                                  | 19,073    |      |      |        | 293     |         |  |         | 6.15  |   |          |   | 37,771    |  |  |  |  |         |   |        | 498    |  |  |      | 5.27 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Mortgage-backed securities         |         |                                  | 394,213   |      |      |        | 6,635   |         |  |         | 6.73  |   |          |   | 271,973   |  |  |  |  |         |   |        | 4,232  |  |  |      | 6.22 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Trading securities                 |         |                                  | 37,202    |      |      |        | 293     |         |  |         | 3.14  |   |          |   | 39,974    |  |  |  |  |         |   |        | 293    |  |  |      | 2.93 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Interest bearing deposits in banks |         |                                  | 6,653     |      |      |        | 111     |         |  |         | 6.63  |   |          |   | 10,934    |  |  |  |  |         |   |        | 138    |  |  |      | 5.01 |  
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB stock                         |         |                                  | 13,816    |      |      |        | 269     |         |  |         | 7.75  |   |          |   | 13,926    |  |  |  |  |         |   |        | 263    |  |  |      | 7.48 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Federal funds sold                 |         |                                  | 50,921    |      |      |        | 839     |         |  |         | 6.45  |   |          |   | 127,947   |  |  |  |  |         |   |        | 1,645  |  |  |      | 5.03 |  
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |           |  |  |  |  |         |   |        |       
|                                        | Total interest-earning assets      |         |                                  | 2,349,434 |      |      |        | 49,163  |         |  |         | 8.34  |   |          |   | 2,382,967 |  |  |  |  |         |   |        | 48,158 |  |  |      | 7.98 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Noninterest earning assets         |         |                                  | 144,012   |      |      |        |         |         |  |         |       |   |          |   | 165,204   | 
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |          
|                                        | Total assets                       |         | $                                | 2,493,446 |      |      |        |         |         |  |         |       |   |          | $ | 2,548,171 | 
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |          
|Interest bearing liabilities:          
|                                       
|                                       
|                                       
|                                       
|                                        | Interest checking                  |         | $                                | 174,949   |      |      | $      | 350     |         |  |         | .80   | % |          | $ | 175,110   |  |  |  |  |         |   | $      | 333    |  |  |      | .76  | %
|                                       
|                                       
|                                       
|                                       
|                                        | Money market                       |         |                                  | 296,040   |      |      |        | 3,306   |         |  |         | 4.44  |   |          |   | 214,635   |  |  |  |  |         |   |        | 2,024  |  |  |      | 3.74 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Savings                            |         |                                  | 60,791    |      |      |        | 250     |         |  |         | 1.63  |   |          |   | 67,822    |  |  |  |  |         |   |        | 279    |  |  |      | 1.63 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Passbook Gold                      |         |                                  | 162,970   |      |      |        | 1,673   |         |  |         | 4.08  |   |          |   | 277,739   |  |  |  |  |         |   |        | 2,892  |  |  |      | 4.13 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Time deposits                      |         |                                  | 1,374,926 |      |      |        | 20,410  |         |  |         | 5.91  |   |          |   | 1,391,715 |  |  |  |  |         |   |        | 18,238 |  |  |      | 5.20 |  
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB advances                      |         |                                  | 2,449     |      |      |        | 42      |         |  |         | 6.85  |   |          |   |          |  |  |  |  |         |   |        |       |  |  |      |     |  
|                                       
|                                       
|                                       
|                                       
|                                        | Subordinated debt                  |         |                                  | 14,691    |      |      |        | 266     |         |  |         | 7.23  |   |          |   | 1,330     |  |  |  |  |         |   |        | 27     |  |  |      | 7.95 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other holding company debt         |         |                                  | 11,589    |      |      |        | 301     |         |  |         | 10.39 |   |          |   | 30,494    |  |  |  |  |         |   |        | 567    |  |  |      | 7.44 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other borrowings                   |         |                                  | 43,682    |      |      |        | 619     |         |  |         | 5.63  |   |          |   | 37,450    |  |  |  |  |         |   |        | 435    |  |  |      | 4.65 |  
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |           |  |  |  |  |         |   |        |       
|                                        | Total interest-bearing liabilities |         |                                  | 2,142,087 |      |      |        | 27,217  |         |  |         | 5.05  |   |          |   | 2,196,295 |  |  |  |  |         |   |        | 24,795 |  |  |      | 4.48 |  
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |           |  |  |  |  |         |   |        |       
|                                        | Noninterest bearing liabilities    |         |                                  | 179,304   |      |      |        |         |         |  |         |       |   |          |   | 180,115   | 
|                                       
|                                       
|                                       
|                                       
|                                        | Stockholders equity               |         |                                  | 172,055   |      |      |        |         |         |  |         |       |   |          |   | 171,761   | 
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |          
|                                        | Total liabilities and equity       |         | $                                | 2,493,446 |      |      |        |         |         |  |         |       |   |          | $ | 2,548,171 | 
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |          
|Net interest income/net interest spread |                                    |         |                                  |           |      | $    | 21,946 |         |         |  | 3.29    | %     |   |          |   |           |  |  |  |  |         | $ | 23,363 |        |  |  | 3.50 | %   
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |           |  |  |  |  |         |   |        |        |  |  |      |     
|Net interest margin                     |                                    |         |                                  |           |      |      |        |         |         |  | 3.73    | %     |   |          |   |           |  |  |  |  |         |   |        |        |  |  | 3.85 | %   
|                                        |                                    |         |                                  |           |      |      |        |         |         |  |         |       |   |          |   |           |  |  |  |  |         |   |        |        |  |  |      |     

|                                           |                                    |                                 |        |                            |        |       |       |       |       |   |        |        |       | 
|------------------------------------------ | ---------------------------------- | ------------------------------- | ------ | -------------------------- | ------ | ----- | ----- | ----- | ----- | - | ------ | ------ | ----- | 
|                                           |                                    |                                 |        | Increase (Decrease) Due to
|                                           |                                    |                                 |        |                           
|Changes in Net Interest Income             |                                    | Volume                          |        | Rate                       |        | Total
|                                           |                                    |                                 |        |                            |        |      
|Interest earning assets:                  
|                                          
|                                          
|                                          
|                                          
|                                           | Loans, net                         |                                 | $      | (1,865                     | )      |       | $     | 1,499 |       |   | $      | (366   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Investment securities              |                                 |        | (231                       | )      |       |       | 26    |       |   |        | (205   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Mortgage-backed securities         |                                 |        | 2,066                      |        |       |       | 337   |       |   |        | 2,403  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Trading securities                 |                                 |        | (21                        | )      |       |       | 21    |       |   |        |       |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest bearing deposits in banks |                                 |        | (64                        | )      |       |       | 37    |       |   |        | (27    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB stock                         |                                 |        | (3                         | )      |       |       | 9     |       |   |        | 6      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Federal funds sold                 |                                 |        | (1,181                     | )      |       |       | 375   |       |   |        | (806   | )    
|                                           |                                    |                                 |        |                            |        |       |       |       |       |   |        |       
|                                           |                                    | Total change in interest income |        |                            | (1,299 | )     |       |       | 2,304 |   |        |        | 1,005 | 
|                                          
|                                          
|                                          
|                                          
|Interest bearing liabilities:             
|                                          
|                                          
|                                          
|                                          
|                                           | Interest checking                  |                                 |        | (1                         | )      |       |       | 18    |       |   |        | 17     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Money market                       |                                 |        | 857                        |        |       |       | 425   |       |   |        | 1,282  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Savings                            |                                 |        | (29                        | )      |       |       |      |       |   |        | (29    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Passbook Gold                      |                                 |        | (1,186                     | )      |       |       | (33   | )     |   |        | (1,219 | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Time deposits                      |                                 |        | 144                        |        |       |       | 2,028 |       |   |        | 2,172  |      
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB advances                      |                                 |        | 42                         |        |       |       |      |       |   |        | 42     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Subordinated debt                  |                                 |        | 242                        |        |       |       | (3    | )     |   |        | 239    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other holding company debt         |                                 |        | (432                       | )      |       |       | 166   |       |   |        | (266   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Other borrowings                   |                                 |        | 85                         |        |       |       | 99    |       |   |        | 184    |      
|                                           |                                    |                                 |        |                            |        |       |       |       |       |   |        |       
|Total change in interest expense           |                                    |                                 | (278   | )                          |        |       | 2,700 |       |       |   | 2,422  |       
|                                           |                                    |                                 |        |                            |        |       |       |       |       |   |        |       
|Increase (decrease) in net interest income |                                    | $                               | (1,021 | )                          |        | $     | (396  | )     |       | $ | (1,417 | )     
|                                           |                                    |                                 |        |                            |        |       |       |       |       |   |        |       

18



---



##### Table of Contents



Noninterest Expense

Operating expenses for the third quarter of 2000 were $18.0 million compared
with $20.6 million for the same period last year, a decrease of $2.7 million
or 12.9%. This improvement is primarily due to a $472,000 decrease in salary
and benefits expenses, a $333,000 decrease in net occupancy expense and a
$187,000 decrease in postage and supplies expense, resulting largely from
cost savings in the 1999 closing of the Banks mortgage banking division and
other cost-saving initiatives implemented in 1999 and 2000. Total
noninterest expenses, which includes operating expenses, were $19.0 million
for the three months ended September 30, 2000 compared with $21.7 million for
the same period last year.

The following table reflects the components of noninterest expense for the
three months ended September 30, 2000 and 1999 ($ in thousands; unaudited):

|                                                 |  |                                          |        |      |  |            |        |  |  |          |        |  
|------------------------------------------------ |  | ---------------------------------------- | ------ | ---- |  | ---------- | ------ |  |  | -------- | ------ | -
|                                                 |  | For the Three Months Ended September 30,
|                                                 |  |                                         
|                                                 |  |                                          |        |      |  |            |        |  |  | Increase
|                                                 |  | 2000                                     |        | 1999 |  | (Decrease)
|                                                 |  |                                          |        |      |  |           
|Salaries and benefits                            |  | $                                        | 9,307  |      |  | $          | 9,779  |  |  | $        | (472   | )
|                                                
|                                                
|                                                
|                                                
|Net occupancy expense                            |  |                                          | 3,935  |      |  |            | 4,268  |  |  |          | (333   | )
|                                                
|                                                
|                                                
|                                                
|Advertising and marketing                        |  |                                          | 91     |      |  |            | 222    |  |  |          | (131   | )
|                                                
|                                                
|                                                
|                                                
|Data processing fees and services                |  |                                          | 1,161  |      |  |            | 1,295  |  |  |          | (134   | )
|                                                
|                                                
|                                                
|                                                
|FDIC and state assessments                       |  |                                          | 183    |      |  |            | 479    |  |  |          | (296   | )
|                                                
|                                                
|                                                
|                                                
|Telephone expense                                |  |                                          | 347    |      |  |            | 406    |  |  |          | (59    | )
|                                                
|                                                
|                                                
|                                                
|Postage and supplies                             |  |                                          | 734    |      |  |            | 921    |  |  |          | (187   | )
|                                                
|                                                
|                                                
|                                                
|Legal and professional                           |  |                                          | 197    |      |  |            | 445    |  |  |          | (248   | )
|                                                
|                                                
|                                                
|                                                
|Other operating expense                          |  |                                          | 1,996  |      |  |            | 2,800  |  |  |          | (804   | )
|                                                 |  |                                          |        |      |  |            |        |  |  |          |        |  
|Total operating expenses                         |  |                                          | 17,951 |      |  |            | 20,615 |  |  |          | (2,664 | )
|                                                
|                                                
|                                                
|                                                
|ORE expense, net of ORE income                   |  |                                          | 9      |      |  |            | 76     |  |  |          | (67    | )
|                                                
|                                                
|                                                
|                                                
|Provision for losses on ORE                      |  |                                          | 75     |      |  |            |       |  |  |          | 75     |  
|                                                
|                                                
|                                                
|                                                
|Amortization of premium on deposits
and goodwill |  |                                          | 964    |      |  |            | 967    |  |  |          | (3     | )
|                                                 |  |                                          |        |      |  |            |        |  |  |          |        |  
|Total noninterest expense                        |  | $                                        | 18,999 |      |  | $          | 21,658 |  |  | $        | (2,659 | )
|                                                 |  |                                          |        |      |  |            |        |  |  |          |        |  

Comparison of Results of Operations for the Nine Months Ended September 30, 2000 and 1999

Overview

Net income for the first nine months of 2000 was $4.9 million, or $.43 per
share (on a diluted basis), compared with net income of $8.9 million, or $.79
per share, on the same basis for the same period in 1999. For the first nine
months of the current year, we recorded a $14.4 million loan loss provision as
compared with $6.8 million for the same period last year. Year-to-date, we
have recorded a $1.0 million trading loss on our residual interest in two High
LTV Loan securitizations, compared with a $245,000 trading loss on those
residual interests for the first nine months of 1999.

Analysis of Net Interest Income (see table on page 20)

Net interest income for the nine months ended September 30, 2000 was $69.6
million compared with $68.5 million for the same period last year, a $1.1
million or a 1.5% increase. Interest income was $149.6 million for the first
nine months of 2000, an increase of $7.8 million over the same period in 1999.
Interest expense increased by $6.7 million. Average asset yield increased by
24 basis points from 8.03% for the same period in 1999 to 8.27% for 2000. The
average cost of interest-bearing liabilities increased by 32 basis points from
4.53% to 4.85%. Net interest margin, which includes the benefit of
noninterest bearing funds, decreased by 3 basis points from 3.85% for 1999 to
3.82% for 2000.

19



---



##### 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, 2000 and 1999 ($ in thousands; unaudited):

|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |         |  |  |      |      |  
|--------------------------------------- | ---------------------------------- | ------- | ------------------------------- | --------- | ---- | ---- | ------ | ------- | ------- | -------- | ------- | ---- | - |  | - | --------- | ------- | - | ------ | ------- |  |  | ---- | ---- | -
|                                        |                                    |         | Nine Months Ended September 30,
|                                        |                                    |         |                                
|                                        |                                    |         | 2000                            |           | 1999
|                                        |                                    |         |                                 |           |     
|                                        |                                    |         | Average                         |           |      |      |        |         | Average |          | Average |      |   |  |   |           | Average
|Summary of Average Rates                |                                    | Balance |                                 | Interest  |      | Rate |        | Balance |         | Interest |         | Rate
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |     
|Interest earning assets:               
|                                       
|                                       
|                                       
|                                       
|                                        | Loans, net                         |         | $                               | 1,864,840 |      |      | $      | 124,207 |         |          |         | 8.84 | % |  | $ | 1,930,517 |         |   | $      | 125,122 |  |  |      | 8.59 | %
|                                       
|                                       
|                                       
|                                       
|                                        | Investment securities              |         |                                 | 21,431    |      |      |        | 947     |         |          |         | 5.89 |   |  |   | 39,177    |         |   |        | 1,524   |  |  |      | 5.20 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Mortgage-backed securities         |         |                                 | 384,884   |      |      |        | 19,092  |         |          |         | 6.61 |   |  |   | 177,418   |         |   |        | 8,151   |  |  |      | 6.13 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Trading securities                 |         |                                 | 38,218    |      |      |        | 878     |         |          |         | 3.06 |   |  |   | 62,838    |         |   |        | 1,932   |  |  |      | 4.10 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Commercial paper                   |         |                                 | 2,507     |      |      |        | 112     |         |          |         | 5.87 |   |  |   |          |         |   |        |        |  |  |      |     |  
|                                       
|                                       
|                                       
|                                       
|                                        | Interest bearing deposits in banks |         |                                 | 5,907     |      |      |        | 294     |         |          |         | 6.64 |   |  |   | 9,706     |         |   |        | 334     |  |  |      | 4.61 |  
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB stock                         |         |                                 | 13,816    |      |      |        | 810     |         |          |         | 7.83 |   |  |   | 13,108    |         |   |        | 730     |  |  |      | 7.45 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Federal funds sold                 |         |                                 | 71,284    |      |      |        | 3,256   |         |          |         | 6.00 |   |  |   | 109,856   |         |   |        | 4,009   |  |  |      | 4.81 |  
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |        
|                                        | Total interest-earning assets      |         |                                 | 2,402,887 |      |      |        | 149,596 |         |          |         | 8.27 |   |  |   | 2,342,620 |         |   |        | 141,802 |  |  |      | 8.03 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Noninterest earning assets         |         |                                 | 147,731   |      |      |        |         |         |          |         |      |   |  |   | 169,208   |        
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |          
|                                        | Total assets                       |         | $                               | 2,550,618 |      |      |        |         |         |          |         |      |   |  | $ | 2,511,828 |        
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |          
|Interest bearing liabilities:          
|                                       
|                                       
|                                       
|                                       
|                                        | Interest checking                  |         | $                               | 181,530   |      |      | $      | 1,058   |         |          |         | .78  | % |  | $ | 177,951   |         |   | $      | 1,017   |  |  |      | .76  | %
|                                       
|                                       
|                                       
|                                       
|                                        | Money market                       |         |                                 | 275,079   |      |      |        | 8,886   |         |          |         | 4.31 |   |  |   | 194,755   |         |   |        | 5,463   |  |  |      | 3.75 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Savings                            |         |                                 | 61,749    |      |      |        | 759     |         |          |         | 1.64 |   |  |   | 70,427    |         |   |        | 881     |  |  |      | 1.67 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Passbook Gold                      |         |                                 | 189,103   |      |      |        | 5,789   |         |          |         | 4.09 |   |  |   | 285,644   |         |   |        | 8,924   |  |  |      | 4.18 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Time deposits                      |         |                                 | 1,426,762 |      |      |        | 60,089  |         |          |         | 5.63 |   |  |   | 1,356,837 |         |   |        | 53,754  |  |  |      | 5.30 |  
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB advances                      |         |                                 | 1,332     |      |      |        | 68      |         |          |         | 6.85 |   |  |   | 4,231     |         |   |        | 157     |  |  |      | 4.95 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Subordinated debt                  |         |                                 | 14,688    |      |      |        | 797     |         |          |         | 7.23 |   |  |   | 443       |         |   |        | 27      |  |  |      | 7.95 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other holding company debt         |         |                                 | 11,334    |      |      |        | 833     |         |          |         | 9.80 |   |  |   | 31,491    |         |   |        | 1,668   |  |  |      | 7.06 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other borrowings                   |         |                                 | 41,743    |      |      |        | 1,689   |         |          |         | 5.40 |   |  |   | 41,113    |         |   |        | 1,362   |  |  |      | 4.42 |  
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |        
|                                        | Total interest-bearing liabilities |         |                                 | 2,203,320 |      |      |        | 79,968  |         |          |         | 4.85 |   |  |   | 2,162,892 |         |   |        | 73,253  |  |  |      | 4.53 |  
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |        
|                                        | Noninterest bearing liabilities    |         |                                 | 176,678   |      |      |        |         |         |          |         |      |   |  |   | 182,474   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Stockholders equity               |         |                                 | 170,620   |      |      |        |         |         |          |         |      |   |  |   | 166,462   |        
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |          
|                                        | Total liabilities and equity       |         | $                               | 2,550,618 |      |      |        |         |         |          |         |      |   |  | $ | 2,511,828 |        
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |          
|Net interest income/net interest spread |                                    |         |                                 |           |      | $    | 69,628 |         |         |          | 3.42    | %    |   |  |   |           |         | $ | 68,549 |         |  |  | 3.50 | %   
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |         |  |  |      |     
|Net interest margin                     |                                    |         |                                 |           |      |      |        |         |         |          | 3.82    | %    |   |  |   |           |         |   |        |         |  |  | 3.85 | %   
|                                        |                                    |         |                                 |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |         |  |  |      |     

|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |        |       | 
|------------------------------------------ | ---------------------------------- | ------------------------------- | ----- | -------------------------- | ----- | ----- | ----- | ----- | ----- | - | ----- | ------ | ----- | 
|                                           |                                    |                                 |       | Increase (Decrease) Due to
|                                           |                                    |                                 |       |                           
|Changes in Net Interest Income             |                                    | Volume                          |       | Rate                       |       | Total
|                                           |                                    |                                 |       |                            |       |      
|Interest earning assets:                  
|                                          
|                                          
|                                          
|                                          
|                                           | Loans, net                         |                                 | $     | (4,603                     | )     |       | $     | 3,688 |       |   | $     | (915   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Investment securities              |                                 |       | (629                       | )     |       |       | 52    |       |   |       | (577   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Mortgage-backed securities         |                                 |       | 10,235                     |       |       |       | 706   |       |   |       | 10,941 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Trading securities                 |                                 |       | (573                       | )     |       |       | (481  | )     |   |       | (1,054 | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Commercial paper                   |                                 |       | 112                        |       |       |       |      |       |   |       | 112    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest bearing deposits in banks |                                 |       | (156                       | )     |       |       | 116   |       |   |       | (40    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB stock                         |                                 |       | 42                         |       |       |       | 38    |       |   |       | 80     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Federal funds sold                 |                                 |       | (1,599                     | )     |       |       | 846   |       |   |       | (753   | )    
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|                                           |                                    | Total change in interest income |       |                            | 2,829 |       |       |       | 4,965 |   |       |        | 7,794 | 
|                                          
|                                          
|                                          
|                                          
|Interest bearing liabilities:             
|                                          
|                                          
|                                          
|                                          
|                                           | Interest checking                  |                                 |       | 22                         |       |       |       | 19    |       |   |       | 41     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Money market                       |                                 |       | 2,513                      |       |       |       | 910   |       |   |       | 3,423  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Savings                            |                                 |       | (105                       | )     |       |       | (17   | )     |   |       | (122   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Passbook Gold                      |                                 |       | (2,950                     | )     |       |       | (185  | )     |   |       | (3,135 | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Time deposits                      |                                 |       | 4,066                      |       |       |       | 2,269 |       |   |       | 6,335  |      
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB advances                      |                                 |       | (157                       | )     |       |       | 68    |       |   |       | (89    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Subordinated debt                  |                                 |       | 773                        |       |       |       | (3    | )     |   |       | 770    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other holding company debt         |                                 |       | (1,319                     | )     |       |       | 484   |       |   |       | (835   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Other borrowings                   |                                 |       | 42                         |       |       |       | 285   |       |   |       | 327    |      
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|Total change in interest expense           |                                    |                                 | 2,885 |                            |       |       | 3,830 |       |       |   | 6,715 |       
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|Increase (decrease) in net
interest income |                                    | $                               | (56   | )                          |       | $     | 1,135 |       |       | $ | 1,079 |       
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       

20



---



##### Table of Contents



Noninterest Income

Noninterest income for the nine months ended September 30, 2000 was $14.4
million compared with $20.8 million for the same period in 1999, a decrease of
$6.4 million. Noninterest income for 1999 included gains from a branch sale
and branch relocation of $2.4 million and gains on sale of loans of $3.5
million. Further, a $901,000 increase in trading losses on High LTV residuals
reduced noninterest income.

Excluding these items, noninterest income increased by $384,000. Service
charges on deposit accounts and other deposit-related fee income sources
increased by $1.2 million, while other loan fee and loan service
fees income decreased $270,000.

The following table reflects the components of noninterest income for the nine
months ended September 30, 2000, and 1999 ($ in thousands; unaudited):

|                                    |  |                                         |        |      |  |            |        |   |  |          |        |  
|----------------------------------- |  | --------------------------------------- | ------ | ---- |  | ---------- | ------ | - |  | -------- | ------ | -
|                                    |  | For the Nine Months Ended September 30,
|                                    |  |                                        
|                                    |  |                                         |        |      |  |            |        |   |  | Increase
|                                    |  | 2000                                    |        | 1999 |  | (Decrease)
|                                    |  |                                         |        |      |  |           
|Service charges on deposit accounts |  | $                                       | 5,943  |      |  | $          | 4,735  |   |  | $        | 1,208  |  
|                                   
|                                   
|                                   
|                                   
|Loan service fees                   |  |                                         | 4,552  |      |  |            | 5,014  |   |  |          | (462   | )
|                                   
|                                   
|                                   
|                                   
|Other loan fee income               |  |                                         | 3,380  |      |  |            | 3,188  |   |  |          | 192    |  
|                                   
|                                   
|                                   
|                                   
|Gain on sale of loans, net          |  |                                         | 93     |      |  |            | 3,574  |   |  |          | (3,481 | )
|                                   
|                                   
|                                   
|                                   
|Gain on sale of securities, net     |  |                                         | 146    |      |  |            |       |   |  |          | 146    |  
|                                   
|                                   
|                                   
|                                   
|Net trading account loss            |  |                                         | (1,146 | )    |  |            | (245   | ) |  |          | (901   | )
|                                   
|                                   
|                                   
|                                   
|Foreign exchange income             |  |                                         | 60     |      |  |            | 83     |   |  |          | (23    | )
|                                   
|                                   
|                                   
|                                   
|Gain on sale of branch deposits     |  |                                         |       |      |  |            | 1,098  |   |  |          | (1,098 | )
|                                   
|                                   
|                                   
|                                   
|Gain on branch relocation(s)        |  |                                         |       |      |  |            | 1,289  |   |  |          | (1,289 | )
|                                   
|                                   
|                                   
|                                   
|Other income                        |  |                                         | 1,371  |      |  |            | 2,048  |   |  |          | (677   | )
|                                    |  |                                         |        |      |  |            |        |   |  |          |        |  
|Total noninterest income            |  | $                                       | 14,399 |      |  | $          | 20,784 |   |  | $        | (6,385 | )
|                                    |  |                                         |        |      |  |            |        |   |  |          |        |  

Noninterest Expense

Operating expenses for the first nine months of 2000 were $55.9 million
compared with $63.6 million for the same period last year, a decrease of $7.7
million. Costs associated with the now-discontinued mortgage banking
operation accounted for $6.8 million of last years operating expenses. Total
noninterest expenses, which include operating expense, were $59.2 million for
the nine months ended September 30, 2000 compared with $66.2 million for the
same period last year.

21



---



##### Table of Contents



The following table reflects the components of noninterest expense for the
nine months ended September 30, 2000 and 1999 ($ in thousands; unaudited):

|                                                 |  |   |                                         |  |      |   |            |   |  |   |          |   | 
|------------------------------------------------ |  | - | --------------------------------------- |  | ---- | - | ---------- | - |  | - | -------- | - | 
|                                                 |  |   | For the Nine Months Ended September 30,
|                                                 |  |   |                                        
|                                                 |  |   |                                         |  |      |   |            |   |  |   | Increase
|                                                 |  |   | 2000                                    |  | 1999 |   | (Decrease)
|                                                 |  |   |                                         |  |      |   |           
|Salaries and benefits                            |  | $ | 27,822                                  |  |      | $ | 32,211     |   |  | $ | (4,389   | )
|                                                
|                                                
|                                                
|                                                
|Net occupancy expense                            |  |   | 11,978                                  |  |      |   | 11,866     |   |  |   | 112      |  
|                                                
|                                                
|                                                
|                                                
|Advertising and marketing                        |  |   | 880                                     |  |      |   | 815        |   |  |   | 65       |  
|                                                
|                                                
|                                                
|                                                
|Data processing fees and services                |  |   | 3,551                                   |  |      |   | 3,489      |   |  |   | 62       |  
|                                                
|                                                
|                                                
|                                                
|FDIC and state assessments                       |  |   | 792                                     |  |      |   | 1,113      |   |  |   | (321     | )
|                                                
|                                                
|                                                
|                                                
|Telephone expense                                |  |   | 1,056                                   |  |      |   | 1,412      |   |  |   | (356     | )
|                                                
|                                                
|                                                
|                                                
|Postage and supplies                             |  |   | 2,147                                   |  |      |   | 3,311      |   |  |   | (1,164   | )
|                                                
|                                                
|                                                
|                                                
|Legal and professional                           |  |   | 1,083                                   |  |      |   | 1,219      |   |  |   | (136     | )
|                                                
|                                                
|                                                
|                                                
|Other operating expense                          |  |   | 6,598                                   |  |      |   | 8,212      |   |  |   | (1,614   | )
|                                                 |  |   |                                         |  |      |   |            |   |  |   |          |  
|Total operating expenses                         |  |   | 55,907                                  |  |      |   | 63,648     |   |  |   | (7,741   | )
|                                                
|                                                
|                                                
|                                                
|ORE expense, net of ORE income                   |  |   | 355                                     |  |      |   | (412       | ) |  |   | 767      |  
|                                                
|                                                
|                                                
|                                                
|Provision for losses on ORE                      |  |   | 75                                      |  |      |   |           |   |  |   | 75       |  
|                                                
|                                                
|                                                
|                                                
|Amortization of premium on deposits
and goodwill |  |   | 2,894                                   |  |      |   | 2,945      |   |  |   | (51      | )
|                                                 |  |   |                                         |  |      |   |            |   |  |   |          |  
|Total noninterest expense                        |  | $ | 59,231                                  |  |      | $ | 66,181     |   |  | $ | (6,950   | )
|                                                 |  |   |                                         |  |      |   |            |   |  |   |          |  

Part II.      Other Information

Item 1.      Legal Proceedings

In November 1999, 18 former shareholders of Bankers Savings Bank, F.S.B.
(BSB) filed a claim against us in the Miami-Dade County, Florida, Circuit
Court that alleges we had knowledge of and failed to disclose to them, to BSB
and to their shareholders, prior to acquiring BSB in November 1998, the loss
incurred for the fourth quarter of 1998 which resulted from the
now-discontinued mortgage banking activities. The claim alleges breach of
contract, fraud, negligent misrepresentation and violation of the Florida
Securities and Investor Protection Act. The plaintiffs have alleged damages
generally in the amount of $3.4 million. This matter has been scheduled for
trial in January 2001. We believe the plaintiffs claims are without merit
and will continue to defend such action vigorously.

Previously, we reported on a matter involving the former High LTV Loan manager
of the now-discontinued mortgage banking unit that included causes of action
for indemnity and breach of fiduciary duty. The former manager asserted a
counterclaim, alleging unpaid compensation. On October 18, 2000 this matter
was settled. The settlement amount was not material.

We are subject to various legal proceedings in the ordinary course of
business. Based on information presently available, we do not believe that
the ultimate outcome in such proceedings, in the aggregate, would have a
material adverse effect on our financial position or results of operation.

22



---



##### Table of Contents



|        |  |                                  |  |                                                                                             |  |                                                                                                                                                                                                                                    
|------- |  | -------------------------------- |  | ------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 6. |  | Exhibits and Reports on Form 8-K
|       
|        |  | a.                               |  | Exhibits:                                                                                  
|        |  |                                  |  | 27.0   Financial Data Schedule (for
SEC use only)                                          
|       
|        |  | b.                               |  | The following reports on Form 8-K filed year-to-date,
are hereby incorporated by reference:
|       
|        |  |                                  |  | 1.                                                                                          |  | Report on Form 8-K dated February 9, 2000 
Announcement of net income of $10.7 million or $.95 per
share on a diluted basis for year-ended December 31, 1999.                                                                     
|       
|        |  |                                  |  | 2.                                                                                          |  | Report on Form 8-K dated March 20, 2000 
Announcement of the appointment of Mr. William R. Klich as
President and Chief Executive Officer. Separately,
disclosure of operational deficiencies in the warehouse
lending department.
|       
|        |  |                                  |  | 3.                                                                                          |  | Report on Form 8-K dated April 18, 2000 
Announcement of net income of $1.6 million or $.15 per share
on a diluted basis for the first quarter of 2000.                                                                           

23