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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

|                    |  |                                                                                        
|------------------- |  | ---------------------------------------------------------------------------------------
|BOX WITH CHECK MARK |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

|           |  |                                                                                         
|---------- |  | ----------------------------------------------------------------------------------------
|BALLOT BOX |  | 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
incorporation or organization) |  | (IRS Employer
Identification No.)

|                                                                      |  |                 
|--------------------------------------------------------------------- |  | ----------------
|111 2nd Avenue
N.E., St. Petersburg, FL
(Address of Principal Office) |  | 33701
(Zip Code)

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

N/A




Former Name, Former Address and
Former Fiscal Year, if Changed Since Last Report


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  
BOX WITH CHECK MARK  No  BALLOT BOX

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 BALLOT BOX
  No BALLOT BOX

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 |  | 11,332,949 shares outstanding
at October 31, 2001
|                                       |  |                                                  



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TABLE OF CONTENTS



|                              |                                                                                                                    |                                                                        |  |  |  |  |  | 
|----------------------------- | ------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------- |  |  |  |  |  | 
|Part I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                                      
|                              |                                                                                                                    | CONSOLIDATED BALANCE SHEETS  September 30, 2001 and December 31, 2000
|                              |                                                                                                                    | CONSOLIDATED STATEMENTS OF OPERATIONS                                 
|                              |                                                                                                                    | CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY                       
|                              |                                                                                                                    | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME                       
|                              |                                                                                                                    | CONSOLIDATED STATEMENTS OF CASH FLOWS                                 
|                              |                                                                                                                    | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            
|                              |                                                                                                                    | SELECTED QUARTERLY FINANCIAL INFORMATION                              
|                              | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND                      RESULTS OF OPERATIONS
|Part II. Other Information   
|                              | Item 1. Legal Proceedings                                                                                         
|                              | Item 5. Other Information                                                                                         
|SIGNATURES                   



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##### Table of Contents



REPUBLIC BANCSHARES, INC.

INDEX

|           |    |                                                                                              |                                                                                   |     
|---------- | -- | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ----
|           |    |                                                                                              |                                                                                   | Page
|           |    |                                                                                              |                                                                                   |     
|Part
I.    |    | FINANCIAL INFORMATION                                                                       
|           |    |                                                                                              |                                                                                   |     
|Item 1.    |    | Financial Statements                                                                        
|           |    |                                                                                              |                                                                                   |     
|           |    | Consolidated
Balance Sheets  September 30, 2001 (unaudited)
and December 31, 2000           | 2                                                                                
|           |    |                                                                                              |                                                                                   |     
|           |    | Consolidated
Statements of Operations                                                       |                                                                                  
|           |    | Three and nine
month periods ended September 30, 2001
and September 30, 2000 (all unaudited) | 3                                                                                
|           |    |                                                                                              |                                                                                   |     
|           |    | Consolidated
Statements of Stockholders Equity                                             |                                                                                  
|           |    |                                                                                              | Year
ended December 31, 2000 and
nine months ended September 30, 2001 (unaudited) | 4   
|           |    |                                                                                              |                                                                                   |     
|           |    | Consolidated
Statements of Comprehensive Income                                             |                                                                                  
|           |    | Three
and nine month periods ended September 30, 2001
and September 30, 2000 (all unaudited) | 4                                                                                
|
|           |    |                                                                                              |                                                                                   |     
|           |    | Consolidated
Statements of Cash Flows                                                       |                                                                                  
|           |    | Three
and nine month periods ended September 30, 2001
and September 30, 2000 (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                                                                            | 23                                                                               
|          
|Item 5.    |    | Other Information                                                                            | 23                                                                               
|          
|SIGNATURES | 24



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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 Operations, may constitute forward-looking
statements. Forward-looking statements are made based upon our expectations
and beliefs concerning events, many of which, by their nature are inherently
uncertain and outside of our control. It is possible that our actual results
and financial condition may differ, possibly materially, from the anticipated
results and financial condition indicated in these forward-looking statements.

We caution readers that the assumptions which form the basis for
forward-looking statements with respect to or that may impact earnings for the
year ending December 31, 2001, and thereafter include many factors that are
beyond our ability to control or estimate precisely. Some factors include:
the adequacy of our loan loss allowance; our ability to recover all or the
full amount of the claim under our Financial Institution Bond; the market
demand and acceptance of our 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 managements discussion and analysis contained in our quarterly
report, we do not intend to review or revise any particular forward-looking
statement referenced herein in light of future events.

1



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##### Table of Contents












REPUBLIC BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS  September 30, 2001 and December 31, 2000
($ in thousands, except share data)

|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |              |         |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------------------------------ | ----------------- | ------- | ------------- | --------- | ------------ | ------- | --------- | --------- | 
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         | September 30, |           | December 31,
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         | 2001          |           | 2000        
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         | (unaudited)  
|ASSETS                                                                                                                                         |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Cash and due from banks                                                                                                                        |                                                                                                                                                                                              | $                  | 60,083                                     |                   |         | $             | 52,540    |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Interest bearing deposits in banks                                                                                                             |                                                                                                                                                                                              |                    | 8,011                                      |                   |         |               | 6,910     |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Federal funds sold                                                                                                                             |                                                                                                                                                                                              |                    | 78,550                                     |                   |         |               | 150,212   |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Securities: (Note 3)                                                                                                                           |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                              | Available for sale |                                            |                   | 693,799 |               |           |              | 348,535 |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                              | Held to maturity   |                                            |                   | 24,903  |               |           |              | 33,844  |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                              | Trading            |                                            |                   | 24,407  |               |           |              | 24,578  |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|FHLB stock                                                                                                                                     |                                                                                                                                                                                              |                    | 13,168                                     |                   |         |               | 13,816    |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Loans (Note 4)                                                                                                                                 |                                                                                                                                                                                              |                    | 1,461,195                                  |                   |         |               | 1,711,342 |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Allowance for loan losses (Note 5)                                                                                                             |                                                                                                                                                                                              |                    | 32,779                                     |                   |         |               | 33,462    |             
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|Net loans                                                                                                                                      |                                                                                                                                                                                              |                    | 1,428,416                                  |                   |         |               | 1,677,880 |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Premises and equipment, net                                                                                                                    |                                                                                                                                                                                              |                    | 42,720                                     |                   |         |               | 47,223    |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other real estate owned                                                                                                                        |                                                                                                                                                                                              |                    | 6,532                                      |                   |         |               | 5,729     |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Accrued interest receivable                                                                                                                    |                                                                                                                                                                                              |                    | 12,507                                     |                   |         |               | 13,950    |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Goodwill and premium on deposits                                                                                                               |                                                                                                                                                                                              |                    | 21,935                                     |                   |         |               | 28,969    |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other assets                                                                                                                                   |                                                                                                                                                                                              |                    | 33,179                                     |                   |         |               | 36,418    |             
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                               | Total assets                                                                                                                                                                                 |                    | $                                          | 2,448,210         |         |               | $         | 2,440,604    |        
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                           |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Liabilities:                                                                                                                                   |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Deposits-                                                                                                                                                                                    |                    |                                            |                   |         |               |           |              |        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                              |                    | Noninterest bearing checking               |                   | $       | 133,346       |           |              | $       | 133,950   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                              |                    | Interest checking                          |                   |         | 168,211       |           |              |         | 178,777   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                              |                    | Money market                               |                   |         | 360,116       |           |              |         | 295,918   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                              |                    | Savings                                    |                   |         | 185,714       |           |              |         | 199,875   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                              |                    | Time deposits                              |                   |         | 1,277,809     |           |              |         | 1,349,297 |          
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            | Total deposits    |         |               | 2,125,196 |              |         |           | 2,157,817 | 
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Securities sold under agreements to repurchase                                                                                                                                               |                    |                                            | 46,182            |         |               |           | 41,581       |        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | FHLB advances                                                                                                                                                                                |                    |                                            | 22,253            |         |               |           | 761          |        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Holding company senior debt                                                                                                                                                                  |                    |                                            |                  |         |               |           | 6,833        |        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Convertible subordinated debt                                                                                                                                                                |                    |                                            | 29,206            |         |               |           | 14,712       |        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Term subordinated debt and unsecured notes                                                                                                                                                   |                    |                                            |                  |         |               |           | 6,250        |        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Other liabilities                                                                                                                                                                            |                    |                                            | 17,064            |         |               |           | 11,559       |        
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            | Total liabilities |         |               | 2,239,901 |              |         |           | 2,239,513 | 
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|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, none issued and outstanding at September 30, 2001,
75,000 shares issued and outstanding at December 31, 2000.) |                    |                                            |                  |         |               |           | 1,500        |        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Common stock ($2.00 par, 20,000,000 shares authorized, 11,332,189
and 10,555,989 shares issued and outstanding at September 30, 2001
and December 31, 2000, respectively.)                   |                    |                                            | 22,664            |         |               |           | 21,112       |        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Capital surplus                                                                                                                                |                                                                                                                                                                                              |                    | 129,007                                    |                   |         |               | 128,735   |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Retained earnings                                                                                                                              |                                                                                                                                                                                              |                    | 21,820                                     |                   |         |               | 21,669    |             
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Net unrealized gain (loss) on available for sale securities, net of tax effect                                                                 |                                                                                                                                                                                              |                    | 6,068                                      |                   |         |               | (675      | )           
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                               |                                                                                                                                                                                              |                    | Total stockholders equity                 |                   |         | 179,559       |           |              |         | 172,341   |          
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             
|                                                                                                                                               |                                                                                                                                                                                              |                    | Total liabilities and stockholders equity |                   | $       | 2,448,210     |           |              | $       | 2,440,604 |          
|                                                                                                                                               |                                                                                                                                                                                              |                    |                                            |                   |         |               |           |             

The accompanying notes are an integral part of these consolidated statements

2



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##### Table of Contents






REPUBLIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except share data; unaudited)

|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        |  |  |  |  | 
|------------------------------------------------------------- | ---------------------------------------------- | ------------------------------------------------------------------------ | -------------------------- | ------------------------ | ---------- | -------------------- | ------ | ------------------- | ---------- | ------ | ------ | ----- | ---------- | ------- | ------ | ----- | ---------- | ------- | ------ |  |  |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            | For the Three Months |        | For the Nine Months |            |        |        |      
|                                                              |                                                |                                                                          |                            |                          |            | Ended Sept. 30,      |        | Ended Sept. 30,     |            |        |        |      
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |      
|                                                              |                                                |                                                                          |                            |                          |            | 2001                 |        | 2000                |            | 2001   |        | 2000  |            |         |        |      
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |      
|INTEREST INCOME:                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Loans                                                                    |                            | $                        | 29,402     |                      |        | $                   | 40,723     |        |        | $     | 96,992     |         |        | $     | 124,207    |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Securities                                                               |                            |                          | 9,637      |                      |        |                     | 7,221      |        |        |       | 23,744     |         |        |       | 20,917     |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Federal funds sold & other investments                                   |                            |                          | 928        |                      |        |                     | 1,219      |        |        |       | 6,131      |         |        |       | 4,472      |         |        |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                |                                                                          | Total interest income      |                          |            | 39,967               |        |                     |            | 49,163 |        |       |            | 126,867 |        |       |            | 149,596 |        |  |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|INTEREST EXPENSE:                                             |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Deposits                                                                 |                            |                          | 22,664     |                      |        |                     | 25,989     |        |        |       | 73,071     |         |        |       | 76,581     |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Securities sold under agreement to repurchase                            |                            |                          | 326        |                      |        |                     | 619        |        |        |       | 1,150      |         |        |       | 1,689      |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | FHLB advances                                                            |                            |                          | 45         |                      |        |                     | 42         |        |        |       | 71         |         |        |       | 68         |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Convertible subordinated debt                                            |                            |                          | 534        |                      |        |                     | 266        |        |        |       | 1,227      |         |        |       | 797        |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Other holding company debt                                               |                            |                          |           |                      |        |                     | 301        |        |        |       | 454        |         |        |       | 833        |         |        |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                |                                                                          | Total interest expense     |                          |            | 23,569               |        |                     |            | 27,217 |        |       |            | 75,973  |        |       |            | 79,968  |        |  |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                |                                                                          | Net interest income        |                          |            | 16,398               |        |                     |            | 21,946 |        |       |            | 50,894  |        |       |            | 69,628  |        |  |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|PROVISION FOR LOAN LOSSES                                     |                                                |                                                                          | 6,800                      |                          |            |                      | 5,000  |                     |            |        | 11,350 |       |            |         | 14,400 |       |            |         |        | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES           |                                                |                                                                          | 9,598                      |                          |            |                      | 16,946 |                     |            |        | 39,544 |       |            |         | 55,228 |       |            |         |        | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|NONINTEREST INCOME:                                           |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Service charges on deposit accounts                                      |                            |                          | 1,768      |                      |        |                     | 2,053      |        |        |       | 5,661      |         |        |       | 5,943      |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Loan service fees                                                        |                            |                          | 199        |                      |        |                     | 1,340      |        |        |       | 2,183      |         |        |       | 4,552      |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Other loan fee income                                                    |                            |                          | 569        |                      |        |                     | 1,402      |        |        |       | 2,732      |         |        |       | 3,380      |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Gains (losses) on loans & securities, net                                |                            |                          | 1,515      |                      |        |                     | 10         |        |        |       | 4,195      |         |        |       | (907       | )       |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Gain on sale of branches                                                 |                            |                          |           |                      |        |                     |           |        |        |       | 4,483      |         |        |       |           |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Other operating income                                                   |                            |                          | 1,598      |                      |        |                     | 485        |        |        |       | 2,382      |         |        |       | 1,431      |         |        |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                |                                                                          | Total noninterest income   |                          |            | 5,649                |        |                     |            | 5,290  |        |       |            | 21,636  |        |       |            | 14,399  |        |  |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|NONINTEREST EXPENSES:                                         |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Salaries and employee benefits                                           |                            |                          | 9,919      |                      |        |                     | 9,307      |        |        |       | 29,365     |         |        |       | 27,822     |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Net occupancy expense                                                    |                            |                          | 3,993      |                      |        |                     | 3,935      |        |        |       | 11,532     |         |        |       | 11,978     |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Advertising and marketing                                                |                            |                          | 159        |                      |        |                     | 91         |        |        |       | 1,338      |         |        |       | 880        |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Data & item processing fees and services                                 |                            |                          | 1,055      |                      |        |                     | 1,145      |        |        |       | 3,090      |         |        |       | 3,504      |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Loan collection costs                                                    |                            |                          | 530        |                      |        |                     | 349        |        |        |       | 1,540      |         |        |       | 978        |         |        |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Other operating expenses                                                 |                            |                          | 2,757      |                      |        |                     | 3,124      |        |        |       | 8,801      |         |        |       | 10,745     |         |        |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                |                                                                          |                            | Total operating expenses |            |                      | 18,413 |                     |            |        | 17,951 |       |            |         | 55,666 |       |            |         | 55,907 |  |  |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | ORE expense, net                               |                                                                          |                            | 32                       |            |                      |        | 84                  |            |        |        | 412   |            |         |        | 430   |            |         |        |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Amortization of goodwill & premium on deposits |                                                                          |                            | 811                      |            |                      |        | 964                 |            |        |        | 2,638 |            |         |        | 2,894 |            |         |        |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                |                                                                          | Total noninterest expenses |                          |            | 19,256               |        |                     |            | 18,999 |        |       |            | 58,716  |        |       |            | 59,231  |        |  |  |  | 
|                                                             
|                                                             
|                                                             
|                                                             
|Income (loss) before income taxes & minority interest         |                                                |                                                                          | (4,009                     | )                        |            |                      | 3,237  |                     |            |        | 2,464  |       |            |         | 10,396 |       |            |         |        | 
|                                                             
|                                                             
|                                                             
|                                                             
|Income tax (expense) benefit                                  |                                                |                                                                          | 1,385                      |                          |            |                      | (1,295 | )                   |            |        | (919   | )     |            |         | (4,276 | )     |            |         |        | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|Income (loss) before minority interest                        |                                                |                                                                          | (2,624                     | )                        |            |                      | 1,942  |                     |            |        | 1,545  |       |            |         | 6,120  |       |            |         |        | 
|                                                             
|                                                             
|                                                             
|                                                             
|Minority interest in income from subsidiary trust, net of tax |                                                |                                                                          | (421                       | )                        |            |                      | (426   | )                   |            |        | (1,263 | )     |            |         | (1,268 | )     |            |         |        | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                |                                                                          | NET INCOME (LOSS)          |                          | $          | (3,045               | )      |                     | $          | 1,516  |        |       | $          | 282     |        |       | $          | 4,852   |        |  |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|PER SHARE DATA:                                               |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                | Net income (loss) per common share  basic                               |                            | $                        | (.27       | )                    |        | $                   | .14        |        |        | $     | .01        |         |        | $     | .44        |         |        |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                | Weighted
average common shares outstanding  basic                       |                            |                          | 11,328,559 |                      |        |                     | 10,555,989 |        |        |       | 10,827,657 |         |        |       | 10,555,925 |         |        |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                | Net income (loss) per common & common equivalent
share  diluted         |                            | $                        | (.27       | )                    |        | $                   | .13        |        |        | $     | .01        |         |        | $     | .43        |         |        |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 
|                                                              |                                                | Weighted average common & common equivalent
shares outstanding  diluted |                            |                          | 11,328,559 |                      |        |                     | 11,311,158 |        |        |       | 10,870,994 |         |        |       | 11,309,148 |         |        |  |  | 
|                                                              |                                                |                                                                          |                            |                          |            |                      |        |                     |            |        |        |       |            |         |        |       |            |         |        | 

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

3



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##### Table of Contents






REPUBLIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2000 AND
THE NINE MONTHS ENDED SEPTEMBER 30, 2001
($ in thousands, except share data; nine months ended September 30, 2001, unaudited)

|                                                                          |  |                     |         |              |  |        |        |        |  |         |            |          |  |              |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |   |         |   |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------- |  | ------------------- | ------- | ------------ |  | ------ | ------ | ------ |  | ------- | ---------- | -------- |  | ------------ | ------ | -------- |  | -------- | ------- | - |  | - | ------ | - |  | - | ------ | - |  | - | ------- | - |  |  |  |  |  |  |  | 
|                                                                          |  | Perpetual Preferred |         |              |  |        |        |        |  |         |            |          |  |              |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |  
|                                                                          |  | Convertible Stock   |         | Common Stock |  |        |        |        |  |         |            |          |  | Gain/(Loss)  |        |          |  |          |         |   |  |  
|                                                                          |  |                     |         |              |  |        |        |        |  |         |            |          |  | on Available |        |          |  |          |         |   |  |  
|                                                                          |  | Shares              |         |              |  |        |        | Shares |  |         |            |          |  | Capital      |        | Retained |  | for Sale |         |   |  |   |        |   |  |  
|                                                                          |  | Issued              |         | Amount       |  | Issued |        | Amount |  | Surplus |            | Earnings |  | Securities   |        | Total    |  |          |         |  
|                                                                          |  |                     |         |              |  |        |        |        |  |         |            |          |  |              |        |          |  |          |         |  
|Balance, December 31, 1999                                                |  |                     | 75,000  |              |  | $      | 1,500  |        |  |         | 10,555,889 |          |  | $            | 21,112 |          |  | $        | 128,780 |   |  | $ | 26,530 |   |  | $ | (7,677 | ) |  | $ | 170,245 |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net loss for the year
ended Dec. 31, 2000                                 |  |                     |        |              |  |        |       |        |  |         |           |          |  |              |       |          |  |          |        |   |  |   | (4,598 | ) |  |   |       |   |  |   | (4,598  | )
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net unrealized gains on
available for sale securities,
net of tax effect  |  |                     |        |              |  |        |       |        |  |         |           |          |  |              |       |          |  |          |        |   |  |   |       |   |  |   | 7,002  |   |  |   | 7,002   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Exercise of stock options                                                 |  |                     |        |              |  |        |       |        |  |         | 100        |          |  |              |       |          |  |          | 1       |   |  |   |       |   |  |   |       |   |  |   | 1       |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Adjustment to capital surplus
from nonqualified/performance
stock options |  |                     |        |              |  |        |       |        |  |         |           |          |  |              |       |          |  |          | (46     | ) |  |   |       |   |  |   |       |   |  |   | (46     | )
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Dividends on preferred
stock                                              |  |                     |        |              |  |        |       |        |  |         |           |          |  |              |       |          |  |          |        |   |  |   | (263   | ) |  |   |       |   |  |   | (263    | )
|                                                                          |  |                     |         |              |  |        |        |        |  |         |            |          |  |              |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |   |         |  
|Balance,
December 31, 2000                                                |  |                     | 75,000  |              |  |        | 1,500  |        |  |         | 10,555,989 |          |  |              | 21,112 |          |  |          | 128,735 |   |  |   | 21,669 |   |  |   | (675   | ) |  |   | 172,341 |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net income for the nine months
ended September 30, 2001                   |  |                     |        |              |  |        |       |        |  |         |           |          |  |              |       |          |  |          |        |   |  |   | 282    |   |  |   |       |   |  |   | 282     |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net unrealized gains on
available for sale securities,
net of tax effect  |  |                     |        |              |  |        |       |        |  |         |           |          |  |              |       |          |  |          |        |   |  |   |       |   |  |   | 6,743  |   |  |   | 6,743   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Conversion of preferred stock
into common shares                          |  |                     | (75,000 | )            |  |        | (1,500 | )      |  |         | 750,000    |          |  |              | 1,500  |          |  |          |        |   |  |   |       |   |  |   |       |   |  |   |        |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Exercise of stock options                                                 |  |                     |        |              |  |        |       |        |  |         | 26,200     |          |  |              | 52     |          |  |          | 272     |   |  |   |       |   |  |   |       |   |  |   | 324     |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Dividends on preferred
stock                                              |  |                     |        |              |  |        |       |        |  |         |           |          |  |              |       |          |  |          |        |   |  |   | (131   | ) |  |   |       |   |  |   | (131    | )
|                                                                          |  |                     |         |              |  |        |        |        |  |         |            |          |  |              |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, September 30, 2001                                               |  |                     |        |              |  | $      |       |        |  |         | 11,332,189 |          |  | $            | 22,664 |          |  | $        | 129,007 |   |  | $ | 21,820 |   |  | $ | 6,068  |   |  | $ | 179,559 |  
|                                                                          |  |                     |         |              |  |        |        |        |  |         |            |          |  |              |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |   |         |  






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

|                                                                  |                                                           |   |                      |       |                     |   |       |       |      |   |        |       |  |   |       |       |  |  |  |  | 
|----------------------------------------------------------------- | --------------------------------------------------------- | - | -------------------- | ----- | ------------------- | - | ----- | ----- | ---- | - | ------ | ----- |  | - | ----- | ----- |  |  |  |  | 
|                                                                  |                                                           |   | For the Three Months |       | For the Nine Months |   |       |       |     
|                                                                  |                                                           |   | Ended Sept. 30,      |       | Ended Sept. 30,     |   |       |       |     
|                                                                  |                                                           |   |                      |       |                     |   |       |       |     
|                                                                  |                                                           |   | 2001                 |       | 2000                |   | 2001  |       | 2000 |   |        |       | 
|                                                                  |                                                           |   |                      |       |                     |   |       |       |      |   |        |       | 
|Net income (loss)                                                 |                                                           | $ | (3,045               | )     |                     | $ | 1,516 |       |      | $ | 282    |       |  | $ | 4,852 |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Unrealized gains on
available-for-sale securities:                |                                                           |   |                      |       |                     |   |       |       |      |   |        |       |  |   |       |       |  |  |  | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Unrealized holding gains,
net of tax effect during period |   |                      | 4,279 |                     |   |       | 3,553 |      |   |        | 8,329 |  |   |       | 3,401 | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Less reclassification adjustment for gains
realized in net income |                                                           |   | (951                 | )     |                     |   | (148  | )     |      |   | (1,586 | )     |  |   | (146  | )     |  |  |  | 
|                                                                  |                                                           |   |                      |       |                     |   |       |       |      |   |        |       |  |   |       |      
|                                                                  | Net unrealized gains                                      |   |                      | 3,328 |                     |   |       | 3,405 |      |   |        | 6,743 |  |   |       | 3,255 | 
|                                                                  |                                                           |   |                      |       |                     |   |       |       |      |   |        |       |  |   |       |      
|                                                                  | Comprehensive income                                      |   | $                    | 283   |                     |   | $     | 4,921 |      |   | $      | 7,025 |  |   | $     | 8,107 | 
|                                                                  |                                                           |   |                      |       |                     |   |       |       |      |   |        |       |  |   |       |      

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

4



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##### Table of Contents






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

|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |          |         |         |  
|------------------------------------------------------------------------------------------- | --------------------------------------------------------- | --------------------------------------------------- | --------------------------------------------------- | -------- | -------------------- | ------- | ------------------- | ------- | ------- | ------- | ------- | -------- | -------- | ------- | ------- | -------- | ------- | ------- | -
|                                                                                            |                                                           |                                                     |                                                     |          | For the Three Months |         | For the Nine Months
|                                                                                            |                                                           |                                                     |                                                     |          | Ended Sept. 30,      |         | Ended Sept. 30,    
|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                    
|                                                                                            |                                                           |                                                     |                                                     |          | 2001                 |         | 2000                |         | 2001    |         | 2000   
|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |        
|OPERATING ACTIVITIES:                                                                       |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Net income (loss)                                                                           |                                                           | $                                                   | (3,045                                              | )        |                      | $       | 1,516               |         |         | $       | 282     |          |          | $       | 4,852   |         
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Reconciliation of net income (loss) to net cash
provided by (used in) operating activities: |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Provision for loan and ORE losses                         |                                                     |                                                     | 6,833    |                      |         |                     | 5,075   |         |         |         | 11,621   |          |         |         | 14,475   |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Depreciation and amortization, net                        |                                                     |                                                     | 257      |                      |         |                     | 1,774   |         |         |         | 5,713    |          |         |         | 6,891    |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Amortization of premium (accretion)
of fair value, net    |                                                     |                                                     | (1,215   | )                    |         |                     | (1,112  | )       |         |         | (1,499   | )        |         |         | 822      |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | (Gain) on sale of loans, net                              |                                                     |                                                     | (185     | )                    |         |                     | (73     | )       |         |         | (539     | )        |         |         | (93      | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | (Gain)/loss on sale of securities                         |                                                     |                                                     | (1,330   | )                    |         |                     | 63      |         |         |         | (3,655   | )        |         |         | 1,000    |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | (Gain)/loss on sale of ORE                                |                                                     |                                                     | (68      | )                    |         |                     | (27     | )       |         |         | (75      | )        |         |         | 78       |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Amortization (capitalization) of mortgage
servicing       |                                                     |                                                     | 2,288    |                      |         |                     | (162    | )       |         |         | 1,630    |          |         |         | (515     | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Gain on disposal of premises & equipment                  |                                                     |                                                     | (208     | )                    |         |                     |        |         |         |         | (147     | )        |         |         |         |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Gain on sale of branches                                  |                                                     |                                                     |         |                      |         |                     |        |         |         |         | (4,483   | )        |         |         |         |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Net (increase) decrease in deferred tax asset             |                                                     |                                                     | 706      |                      |         |                     | 848     |         |         |         | (1,453   | )        |         |         | 3,103    |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Net decrease in value of performance/
unqualified options |                                                     |                                                     |         |                      |         |                     |        |         |         |         |         |          |         |         | (46      | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Net (increase) decrease in other assets                   |                                                     |                                                     | (1,223   | )                    |         |                     | 186     |         |         |         | 114      |          |         |         | 4,696    |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Net increase in other liabilities                         |                                                     |                                                     | 10,013   |                      |         |                     | 2,889   |         |         |         | 5,833    |          |         |         | 6,449    |        
|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|                                                                                            |                                                           | Net cash (used in) provided by operating activities |                                                     |          | 12,823               |         |                     |         | 10,977  |         |         |          | 13,342   |         |         |          | 41,712  |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|INVESTING ACTIVITIES:                                                                       |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Net decrease in loans                                     |                                                     |                                                     | 30,869   |                      |         |                     | 70,269  |         |         |         | 123,634  |          |         |         | 83,372   |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Proceeds from sales and maturities of:                    |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |          |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            |                                                           |                                                     | Securities available for sale                       |          |                      | 101,970 |                     |         |         | 8,170   |         |          |          | 196,435 |         |          |         | 18,487  |  
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            |                                                           |                                                     | Trading securities                                  |          |                      | 15,004  |                     |         |         |        |         |          |          | 66,537  |         |          |         |        |  
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            |                                                           |                                                     | Commercial paper                                    |          |                      |        |                     |         |         |        |         |          |          |        |         |          |         | 40,000  |  
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            |                                                           |                                                     | Revenue bonds                                       |          |                      | 595     |                     |         |         | 480     |         |          |          | 825     |         |          |         | 555     |  
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Sale of FHLB stock                                        |                                                     |                                                     |         |                      |         |                     |        |         |         |         | 648      |          |         |         |         |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Purchase of securities available for sale                 |                                                     |                                                     | (298,991 | )                    |         |                     | (10,067 | )       |         |         | (656,177 | )        |         |         | (87,639  | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Purchase of securities held to maturity                   |                                                     |                                                     |         |                      |         |                     |        |         |         |         |         |          |         |         | (16,980  | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Principal repayment on mortgage-backed securities         |                                                     |                                                     | 64,335   |                      |         |                     | 32,818  |         |         |         | 136,628  |          |         |         | 61,246   |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Disposal/(purchase) of premises & equipment, net          |                                                     |                                                     | 458      |                      |         |                     | (1,614  | )       |         |         | (1,136   | )        |         |         | (1,081   | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Proceeds from sale of ORE                                 |                                                     |                                                     | 1,333    |                      |         |                     | 2,205   |         |         |         | 4,843    |          |         |         | 5,356    |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Investment in ORE, net                                    |                                                     |                                                     | 271      |                      |         |                     | 1,875   |         |         |         | 842      |          |         |         | 1,819    |        
|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|                                                                                            |                                                           | Net cash (used in) provided by investing activities |                                                     |          | (84,156              | )       |                     |         | 104,136 |         |         |          | (126,921 | )       |         |          | 105,135 |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|FINANCING ACTIVITIES:                                                                       |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Net increase/(decrease) in deposits                       |                                                     |                                                     | 76,187   |                      |         |                     | (72,219 | )       |         |         | 84,799   |          |         |         | (101,931 | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Net cash paid for branch sales                            |                                                     |                                                     |         |                      |         |                     |        |         |         |         | (61,912  | )        |         |         |         |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Net (decrease)/increase in repurchase agreements          |                                                     |                                                     | 3,149    |                      |         |                     | (1,636  | )       |         |         | 4,601    |          |         |         | 10,927   |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Additions (repayments) of FHLB advances, net              |                                                     |                                                     | 21,497   |                      |         |                     | (2      | )       |         |         | 21,492   |          |         |         | (6       | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Proceeds from issuance of common stock                    |                                                     |                                                     | 88       |                      |         |                     |        |         |         |         | 324      |          |         |         | 1        |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Proceeds from holding company debt                        |                                                     |                                                     | 1        |                      |         |                     | 2,338   |         |         |         | 14,472   |          |         |         | 3,500    |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Repayment of holding company debt                         |                                                     |                                                     |         |                      |         |                     | (830    | )       |         |         | (13,083  | )        |         |         | (2,491   | )      
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Dividends on perpetual preferred convertible stock        |                                                     |                                                     |         |                      |         |                     | (66     | )       |         |         | (132     | )        |         |         | (198     | )      
|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|                                                                                            |                                                           |                                                     | Net cash provided by (used in) financing activities |          |                      | 100,922 |                     |         |         | (72,415 | )       |          |          | 50,561  |         |          |         | (90,198 | )
|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|Net increase/(decrease) in cash and cash equivalents                                        |                                                           |                                                     | 29,589                                              |          |                      |         | 42,698              |         |         |         | (63,018 | )        |          |         | 56,649  |         
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Cash and cash equivalents, beginning of period                                              |                                                           |                                                     | 117,055                                             |          |                      |         | 107,412             |         |         |         | 209,662 |          |          |         | 93,461  |         
|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|Cash and cash equivalents, end of period                                                    |                                                           | $                                                   | 146,644                                             |          |                      | $       | 150,110             |         |         | $       | 146,644 |          |          | $       | 150,110 |         
|                                                                                            |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                          |                                                           |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |         
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Cash paid during the period for-                          |                                                     |                                                     |          |                      |         |                     |         |         |         |         |          |          |         |         |          |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            |                                                           | Interest                                            |                                                     | $        | 23,490               |         |                     | $       | 20,043  |         |         | $        | 67,623   |         |         | $        | 72,418  |        
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            |                                                           | Income taxes paid                                   |                                                     |          | 405                  |         |                     |         | 220     |         |         |          | 8,373    |         |         |          | 405     |        

The accompanying notes are an integral part of these consolidated statements

5



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##### 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, 2001 and the results of operations and
cash flows, for the three and nine month periods ended September 30, 2001 and
2000. The accounting and reporting policies of the Company and its
wholly-owned subsidiaries, Republic Bank (the Bank, including its subsidiary
Republic Insurance Agency) and RBI Capital Trust I (RBI), are in conformity
with generally accepted accounting principles and prevailing practices within
the financial services industry.

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,
and the Bank. All significant intercompany accounts and transactions have been
eliminated. Our primary source of income is from the Bank, which operates 71
branches throughout Florida. The Banks primary source of revenue is 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, 2000. The results for the nine
months ended September 30, 2001, are not necessarily indicative of the results
to be expected for the fiscal year ending December 31, 2001.

Reclassifications

Certain reclassifications have been made to prior period financial statements
to conform to the September 2001 financial statement presentation. These
reclassifications had no impact on results of operations or financial position.

Recent Accounting Pronouncements

SFAS No. 133  Accounting for Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 established
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, (collectively
referred to as derivatives), and for hedging activities. It 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 SFAS No.
133, which delayed the date of implementation to all fiscal quarters of all
fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS
No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities  an amendment of SFAS No. 133, which amended the accounting and
reporting standards of SFAS No. 133 for

6



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##### Table of Contents



certain derivative instruments and
certain hedging activities. The adoption of SFAS No. 133, on January 1, 2001,
did not have a material effect upon our financial position or results of
operations.

SFAS No. 140  Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities (a replacement of SFAS No. 125)

In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (a replacement
of SFAS No. 125). SFAS No. 140 revised the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but carries over most of SFAS No. 125s
provisions without revision. SFAS No. 140 is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001, and requires additional disclosures relating to previous
securitization transactions and related collateral activity for the fiscal
years ending after December 15, 2000. The adoption of SFAS No. 140 did not have
a material effect upon our financial position or results of operations.

SFAS No. 141  Business Combinations and SFAS No. 142  Goodwill and Other
Intangible Assets

On July 20, 2001, the FASB issued SFAS No. 141, Business Combinations, and
SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 addresses
financial accounting and reporting for goodwill and other intangible assets
acquired in a business combination at acquisition. SFAS No. 141 requires the
purchase method of accounting to be used for all business combinations
initiated after June 30, 2001; establishes specific criteria for the
recognition of intangible assets separately from goodwill; and requires
unallocated negative goodwill to be written off immediately as an extraordinary
gain (instead of being deferred and amortized). SFAS No. 142 addresses
financial accounting and reporting for intangible assets acquired individually
or with a group of other assets (but not those acquired in a business
combination) at acquisition. SFAS No. 142 also addresses financial accounting
and reporting for goodwill and other intangible assets subsequent to their
acquisition. SFAS No. 142 provides that goodwill will not be amortized but
rather will be tested at least annually for impairment. It also provides that
intangible assets that have finite useful lives will continue to be amortized
over their useful lives, but those lives will no longer be limited to 40 years.
SFAS No. 141 is effective for all business combinations initiated after June
30, 2001, and for all business combinations accounted for by the purchase
method for which the date of acquisition is after June 30, 2001. The
provisions of SFAS No. 142 are effective for fiscal years beginning after
December 15, 2001. The adoption of SFAS No. 141 and SFAS No. 142 are not
expected to have a material effect upon our financial position or results of
operations.

EITF No. 99-20  Recognition of Interest Income and Impairment on Purchased and
Retained Beneficial Interest in Securitized Financial Assets

In January 2001, the Emerging Issues Task Force issued EITF 99-20, Recognition
of Interest Income and Impairment on Purchased and Retained Beneficial
Interests in Securitized Financial Assets, which provided guidance on the
method used for the recognition and measurement of interest income and
impairment of those retained interests. EITF 99-20 is effective for quarterly
periods after March 15, 2001. The adoption of EITF 99-20 did not have a
material effect upon our financial position or results of operations.

Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 102
and Federal Financial Institutions Examination Council (FFIEC) Financial
Institution Letter No. 130

On July 6, 2001, the SEC issued Staff Accounting Bulletin No. 102 and the FFIEC
issued Financial Institution Letter No. 130, expressing their views on the
development, documentation, and application of a systematic methodology for
determining allowances for loan losses in accordance with generally accepted
accounting principles. The two pronouncements did not have a material effect on
our financial position or results of operations.

7



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##### 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 any 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
convertible stock had 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 the perpetual preferred
convertible stock by the weighted average number of shares of common stock
outstanding during the year.

In the second quarter of 2001, the holders of the Companys perpetual preferred
stock converted their holdings into the Companys common stock, increasing the
number of common shares outstanding by 750,000. The conversion did not affect
the total amount of stockholders equity or diluted earnings per share, as the
perpetual preferred stock had previously been included as a common stock
equivalent.

The table below reconciles the calculation of the diluted and basic earnings
per share for 2001 and 2000 ($ in thousands, except share data, unaudited):

|                                                                         |  |                                         |     |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 
|------------------------------------------------------------------------ |  | --------------------------------------- | --- | ----------- |  | -------- | ---------- | -------- |  | ----------- | --- | ----- |  | -------- | ----- | -------- |  |  | ---------- |  |  | - | --- | 
|                                                                         |  | For the Nine Months Ended September 30,
|                                                                         |  |                                        
|                                                                         |  |                                         |     |             |  | Weighted |            | Earnings |  |             |     |       |  | Weighted |       | Earnings
|                                                                         |  | Net                                     |     | Shares      |  | Per      |            | Net      |  | Shares      |     | Per  
|                                                                         |  | Income                                  |     | Outstanding |  | Share    |            | Income   |  | Outstanding |     | Share
|                                                                         |  |                                         |     |             |  |          |            |          |  |             |     |      
|Net income attributable
to common stockholders                           |  | $                                       | 282 |             |  |          |           |          |  |             |    |       |  | $        | 4,654 |          |  |  |            |  |  |   |    | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Basic earnings per share                                                 |  |                                         |     |             |  |          | 10,827,657 |          |  | $           | .01 |       |  |          |       |          |  |  | 10,555,925 |  |  | $ | .44 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Options exercised during
the period-incremental
effect prior to exercise |  |                                         |     |             |  |          | 1,170      |          |  |             |     |       |  |          |       |          |  |  | 6          |  |  |   |     | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Weighted average options
outstanding(1)                                  |  |                                         |     |             |  |          | 42,167     |          |  |             |     |       |  |          |       |          |  |  | 28,435     |  |  |   |     | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Convertible perpetual
preferred stock                                    |  |                                         |    |             |  |          |           |          |  |             |    |       |  |          | 198   |          |  |  | 750,000    |  |  |   |    | 
|                                                                         |  |                                         |     |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 
|Diluted earnings per share                                               |  | $                                       | 282 |             |  |          | 10,870,994 |          |  | $           | .01 |       |  | $        | 4,852 |          |  |  | 11,334,366 |  |  | $ | .43 | 
|                                                                         |  |                                         |     |             |  |          |            |          |  |             |     |       |  |          |       |          |  |  |            |  |  |   |     | 



---

|(1) |  | For the period ended September 30, 2001 and 2000, respectively, there
were 336,270 and 597,467 of stock options and 1,794,861 and 833,333 shares from
conversion of convertible subordinated debentures which were anti-dilutive. In
addition, there were 750,000 common stock equivalents related to the cumulative
perpetual preferred stock prior to conversion to common shares in June 2001,
that were anti-dilutive.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.  SECURITIES

Securities consisting of U.S. Treasury and federal agency securities,
mortgage-backed securities (MBS) and mortgage-related securities
(Mortgage-Related Securities) were $743.1 million at September 30, 2001.
Included were $693.8 million of securities classified as available for sale (of
which $688.2 million were MBS and $5.6 million were U.S. Treasury and federal
agency securities), $24.9 million classified as held to maturity and $24.4
million 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 (the Subordinate
Tranche); (2) $10.1 million in overcollateralization and residual interests in
cash flows from a $60.0 million securitization in December 1997 (the 1997-1)
and a $240.0 million securitization in June 1998 (the 1998-1 and,
collectively with the 1997-1, the Residuals); and (3) $3.4 million of excess
servicing interest-only strips on mortgage servicing rights.

8



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##### Table of Contents



The market values assigned to the securities classified as available for sale
were derived using market quotations at September 30, 2001. Trading assets are
evaluated at least quarterly with any valuation adjustment reflected as a
trading gain or loss in the statement of operations. There were no unrealized
trading gains or losses included in results of operations for the quarter ended
September 30, 2001. 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/or 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 the trading assets.

The key assumptions used September 30, 2001, in the valuation of the residuals
and excess servicing interest-only strips on mortgage servicing rights were as
follows ($ in thousands, unaudited):

|                                    |  |                |        |                |  |                  |         |   |  |   |         |  
|----------------------------------- |  | -------------- | ------ | -------------- |  | ---------------- | ------- | - |  | - | ------- | -
|                                    |  | December 1997  |        | June 1998      |  | Excess Servicing
|                                    |  | Securitization |        | Securitization |  | Interest-only   
|                                    |  | ("1997-1")     |        | ("1998-1")     |  | Strips          
|                                    |  |                |        |                |  |                 
|Collateral amount                   |  | $              | 26,095 |                |  | $                | 128,484 |   |  | $ | 282,570 |  
|                                   
|                                   
|                                   
|                                   
|Market value                        |  |                | 3,119  |                |  |                  | 7,021   |   |  |   | 3,399   |  
|                                   
|                                   
|                                   
|                                   
|Discount rate                       |  |                | 15.00  | %              |  |                  | 15.00   | % |  |   | 10.00   | %
|                                   
|                                   
|                                   
|                                   
|Wtd. Avg. remaining life (years)    |  |                | 3.1    |                |  |                  | 3.0     |   |  |   | 3.5     |  
|                                   
|                                   
|                                   
|                                   
|Cumulative lifetime default rate(1) |  |                | 18.91  | %              |  |                  | 15.97   | % |  |   | N/A     |  



---

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

4. LOANS

Loans at September 30, 2001 and December 31, 2000, are summarized as follows ($
in thousands; September 30, 2001, unaudited):

|                               |                                |                                |                                       |           |               |           |              |           |         |           | 
|------------------------------ | ------------------------------ | ------------------------------ | ------------------------------------- | --------- | ------------- | --------- | ------------ | --------- | ------- | --------- | 
|                               |                                |                                |                                       |           | September 30, |           | December 31,
|                               |                                |                                |                                       |           | 2001          |           | 2000        
|                               |                                |                                |                                       |           |               |           |             
|                               |                                |                                |                                       |           | (unaudited)  
|Real estate mortgage loans:    |                                |                                |                                       |           |               |           |              |          
|                              
|                              
|                              
|                              
|                               |                                | One-to-four family residential |                                       | $         | 535,312       |           |              | $         | 638,296 |          
|                              
|                              
|                              
|                              
|                               |                                | Nonconforming mortgages        |                                       |           | 54,564        |           |              |           | 65,662  |          
|                              
|                              
|                              
|                              
|                               |                                | Multifamily residential        |                                       |           | 63,873        |           |              |           | 89,938  |          
|                              
|                              
|                              
|                              
|                               |                                | Warehouse lines of credit      |                                       |           | 1,810         |           |              |           | 39,835  |          
|                              
|                              
|                              
|                              
|                               |                                | Commercial real estate         |                                       |           | 397,160       |           |              |           | 438,092 |          
|                              
|                              
|                              
|                              
|                               |                                | Construction/land development  |                                       |           | 78,436        |           |              |           | 115,650 |          
|                               |                                |                                |                                       |           |               |           |              |          
|                               |                                |                                | Mortgage loans secured by first liens |           |               | 1,131,155 |              |           |         | 1,387,473 | 
|                              
|                              
|                              
|                              
|Commercial (business) loans    |                                |                                | 126,545                               |           |               |           | 124,699      |          
|                              
|                              
|                              
|                              
|Consumer loans                 |                                |                                | 19,276                                |           |               |           | 21,624       |          
|                              
|                              
|                              
|                              
|Home equity loans              |                                |                                | 153,614                               |           |               |           | 139,652      |          
|                              
|                              
|                              
|                              
|High LTV Loans                 |                                |                                | 30,605                                |           |               |           | 37,894       |          
|                               |                                |                                |                                       |           |               |           |              |          
|                               | Total gross portfolio loans    |                                |                                       | 1,461,195 |               |           |              | 1,711,342 |        
|                              
|                              
|                              
|                              
|Less-allowance for loan losses |                                |                                | (32,779                               | )         |               |           | (33,462      | )        
|                               |                                |                                |                                       |           |               |           |              |          
|                               | Total loans held for portfolio |                                | $                                     | 1,428,416 |               |           | $            | 1,677,880 |        
|                               |                                |                                |                                       |           |               |           |              |          

Mortgage loans serviced for others as of September 30, 2001 and December 31,
2000, were $668.4 million and $1.3 billion, respectively. Mortgage loan
servicing rights (both purchased and originated) amounted to $11.0 million and
$19.6 million at September 30, 2001 and December 31, 2000, respectively. Loans
on which interest was not being accrued at September 30, 2001 and December 31,
2000, totaled approximately $55.8 million and $49.4 million, respectively.
Loans past due 90 days or more and still accruing interest at September 30,
2001 and December 31, 2000, totaled one thousand dollars and $1.2 million,
respectively.

9



---



##### Table of Contents



At September 30, 2001, 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):

|                                      |       |        |           |           |            |  |       |        |   |  |  |  | 
|------------------------------------- | ----- | ------ | --------- | --------- | ---------- |  | ----- | ------ | - |  |  |  | 
|                                      |       |        | Disbursed |           | Percent of |  |       |        |  
|State                                 |       | Amount |           | Total     |            |  |       |       
|                                      |       |        |           |           |            |  |       |       
|Florida                               |       | $      | 1,154,812 |           |            |  | 79.03 | %      |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|New
England (1)                       |       |        | 74,407    |           |            |  | 5.09  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|California                            |       |        | 35,946    |           |            |  | 2.46  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|Georgia                               |       |        | 31,675    |           |            |  | 2.17  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|Texas                                 |       |        | 29,478    |           |            |  | 2.02  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|Virginia                              |       |        | 17,187    |           |            |  | 1.18  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|New Jersey                            |       |        | 16,310    |           |            |  | 1.12  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|New York                              |       |        | 15,058    |           |            |  | 1.03  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|Illinois                              |       |        | 12,985    |           |            |  | 0.89  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|North Carolina                        |       |        | 11,326    |           |            |  | 0.77  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|Ohio                                  |       |        | 11,288    |           |            |  | 0.77  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|Missouri                              |       |        | 10,141    |           |            |  | 0.69  |        |   |  |  | 
|                                     
|                                     
|                                     
|                                     
|All other (none greater than $10,000) |       |        | 40,582    |           |            |  | 2.78  |        |   |  |  | 
|                                      |       |        |           |           |            |  |       |        |   |  |  | 
|                                      | Total |        | $         | 1,461,195 |            |  |       | 100.00 | % |  |  |  | 
|                                      |       |        |           |           |            |  |       |        |   |  |  | 



---

|(1) |  | New England has been defined by us to include the states of
Connecticut, Delaware, Maine, Massachusetts, New Hampshire, Rhode Island
and Vermont.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

5. 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 absorb probable losses on existing loans that may become uncollectible,
based on our evaluation of the collectibility of the loans and prior loan loss
experience. The evaluation takes into consideration such factors as changes in
the nature and volume of the loan portfolio, overall portfolio quality, review
of specific problem loans, and current economic conditions that may affect the
borrowers ability to pay. The evaluation is periodically reviewed and
adjustments are recorded in the period in which changes become known.

The allowance for loan losses amounted to $32.8 million and $33.5 million at
September 30, 2001 and December 31, 2000, respectively. As of September 30,
2001, approximately $613,000 of the allowance remained from the discount
allocations for the March 1995 purchased loans. 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.

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

|                                                        |                 |   |                                         |         |      |   |         |         |  |  |  |  | 
|------------------------------------------------------- | --------------- | - | --------------------------------------- | ------- | ---- | - | ------- | ------- |  |  |  |  | 
|                                                        |                 |   | For the Nine Months Ended September 30, |         |      |   |        
|                                                        |                 |   |                                         |         |      |   |        
|                                                        |                 |   | 2001                                    |         | 2000 |   |         |         | 
|                                                        |                 |   |                                         |         |      |   |         |         | 
|Balance, beginning of period                            |                 | $ | 33,462                                  |         |      | $ | 28,177  |         |  |  |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|Provision for loan losses                               |                 |   | 11,350                                  |         |      |   | 14,400  |         |  |  |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|Loan discount (net) allocated from purchased portfolios |                 |   |                                        |         |      |   | (5      | )       |  |  |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|Loans charged-off                                       |                 |   | (12,720                                 | )       |      |   | (13,246 | )       |  |  |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|Recoveries of loans charged-off                         |                 |   | 687                                     |         |      |   | 1,115   |         |  |  |  | 
|                                                        |                 |   |                                         |         |      |   |         |         |  |  |  | 
|                                                        | Net charge-offs |   |                                         | (12,033 | )    |   |         | (12,131 |  |  |  |  | 
|                                                        |                 |   |                                         |         |      |   |         |         |  |  |  | 
|Balance, end of period                                  |                 | $ | 32,779                                  |         |      | $ | 30,441  |         |  |  |  | 
|                                                        |                 |   |                                         |         |      |   |         |         |  |  |  | 

10



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##### Table of Contents



In the third quarter of 2001 the Bank charged against its allowance a $5.9
million loan to Greatstone Mortgage Co. (Greatstone) which had matured in
July 2001. Previously, a series of events in July and August of 2001,
including disclosure of Greatstones loss of authority to underwrite
government-insured mortgage loans and surrender of its license to operate in
the state of Florida, caused the Bank to file a lawsuit against Greatstone and
its principals, seeking to preserve the mortgages assigned as collateral.
These actions followed notification to Greatstone of the Banks intent to
terminate the line of credit.

The Bank continues to pursue collection efforts in this matter and has hired
experienced counsel and advisors to assist in the recovery effort, but the loan
has been charged-off pending those collection efforts. In addition to sale of
collateral and collection from the principals of Greatstone, if any, management
believes there may be a valid claim under its Financial Institution Bond, up to
the $5 million coverage limit, and has filed the appropriate claim with its
insurer.

6.  RELATED PARTY TRANSACTIONS

Mr. William R. Hough is chairman of the board of the Company, a director of the
Company and the Bank, and our largest shareholder. Mr. Hough is also Chairman
Emeritus and the controlling shareholder of William R. Hough & Co. (WRHC), a
NASD-member investment-banking firm. During 1999, we entered into an agreement
with WRHC whereby they would act as our agent in open-market purchases and
sales of securities. WRHC is compensated under that agreement on a commission
basis. We also have contracted with WRHC to periodically purchase securities
under agreement to repurchase at a rate based on the prevailing federal funds
rate plus one-eighth of one percent, per an agreement entered into on August
15, 1995. For the nine months ended September 30, 2001, we purchased $549.2
million and sold $226.2 million of securities through WRHC. There were no
securities sold under agreement to repurchase with WRHC during 2001.

Previously, we had borrowed from Mr. Hough, individually, $3.5 million on an
unsecured, revolving line of credit basis and $1.5 million via term
subordinated debt. The proceeds were used for holding company debt service. On
May 8, 2001, we repaid both obligations in full. WRHC participated as a
selling agent in the placement of the $15.0 million of convertible subordinated
debentures due 2011 (the Debentures) that were issued on May 8, 2001 and was
paid an $89,000 fee for its sales efforts. Mr. Hough, individually, purchased
$3.7 million of the Debentures. No fee was paid on sale of the Debentures to
Mr. Hough or to any other of our directors who purchased the Debentures.

WRHC offers sales of insurance and mutual fund products and investment advisory
services on our premises. Previously, we were paid a commission based on the
net profits earned from sales of investment products on our premises. That
arrangement was amended so that commissions paid to us are based on gross
revenues. Fee income earned from this relationship was $108,000 and $234,000
for the nine months ended September 30, 2001 and 2000, respectively.

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.
Features 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.

7.  HOLDING COMPANY CASHFLOW AND DEBT SERVICE

Florida statutes limit the amount of dividends that can be paid by the Bank to
the Company in any given year to an amount no greater than the Banks net
income for the current year plus retained net income of the Bank from the
preceding two years. As of September 30, 2001, the Bank had a net retained
profit deficit for dividend payment purposes of $1.8 million which restricts it
from further dividend payments to the Company during 2001 until there is a
surplus for dividend payment purposes. On October 31, 2001, the Company had
unrestricted cash to be used for debt service totaling $8.9 million. The
Companys annual debt service requirement is approximately $4.7 million.

11



---



##### Table of Contents






REPUBLIC BANCSHARES, INC.
SELECTED QUARTERLY FINANCIAL INFORMATION
($ in thousands, except share data; unaudited)

|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|------------------------------------------------------- |  | -------------- | ---------- | --------- |  | --------- | ---------- | --------- |  | ---------- | ---------- | - |  | - | ---------- | -- |  | - | ---------- | -
|                                                        |  | Quarters Ended
|                                                        |  |               
|                                                        |  | Sept. 2001     |            | June 2001 |  | Mar. 2001 |            | Dec. 2000 |  | Sept. 2000
|                                                        |  |                |            |           |  |           |            |           |  |           
|RESULTS OF OPERATIONS:                                  |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|Interest income                                         |  | $              | 39,967     |           |  | $         | 41,542     |           |  | $          | 45,357     |   |  | $ | 47,605     |    |  | $ | 49,163     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Interest expense                                        |  |                | 23,569     |           |  |           | 25,210     |           |  |            | 27,193     |   |  |   | 27,509     |    |  |   | 27,217     |  
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|Net interest income                                     |  |                | 16,398     |           |  |           | 16,332     |           |  |            | 18,164     |   |  |   | 20,096     |    |  |   | 21,946     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Loan loss provision                                     |  |                | 6,800      |           |  |           | 2,750      |           |  |            | 1,800      |   |  |   | 6,300      |    |  |   | 5,000      |  
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|Net interest income after loan loss provision           |  |                | 9,598      |           |  |           | 13,582     |           |  |            | 16,364     |   |  |   | 13,796     |    |  |   | 16,946     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Noninterest income (expense)                            |  |                | 5,649      |           |  |           | 10,121     |           |  |            | 5,866      |   |  |   | (7,088     | )  |  |   | 5,290      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Operating expenses                                      |  |                | 18,413     |           |  |           | 19,140     |           |  |            | 18,113     |   |  |   | 19,618     |    |  |   | 17,951     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Other noninterest expense                               |  |                | 843        |           |  |           | 1,074      |           |  |            | 1,134      |   |  |   | 1,181      |    |  |   | 1,048      |  
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|Income (loss) before income taxes
and minority interest |  |                | (4,009     | )         |  |           | 3,489      |           |  |            | 2,983      |   |  |   | (14,091    | )  |  |   | 3,237      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Income tax benefit (expense)                            |  |                | 1,385      |           |  |           | (1,377     | )         |  |            | (926       | ) |  |   | 5,063      |    |  |   | (1,295     | )
|                                                       
|                                                       
|                                                       
|                                                       
|Minority interest in income from
subsidiary trust       |  |                | (421       | )         |  |           | (421       | )         |  |            | (421       | ) |  |   | (421       | )  |  |   | (426       | )
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|Net income (loss)                                       |  | $              | (3,045     | )         |  | $         | 1,691      |           |  | $          | 1,636      |   |  | $ | (9,449     | )  |  | $ | 1,516      |  
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|Earnings (loss) per share  basic                       |  | $              | (.27       | )         |  | $         | .15        |           |  | $          | .15        |   |  | $ | (.90       | )  |  | $ | .14        |  
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|Weighted average shares outstanding  basic             |  |                | 11,328,559 |           |  |           | 10,589,284 |           |  |            | 10,556,647 |   |  |   | 10,555,989 |    |  |   | 10,555,989 |  
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|Earnings (loss) per share  diluted                     |  | $              | (.27       | )         |  | $         | .15        |           |  | $          | .14        |   |  | $ | (.90       | )  |  | $ | .13        |  
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|Weighted average shares outstanding  diluted           |  |                | 11,328,559 |           |  |           | 11,349,785 |           |  |            | 11,325,794 |   |  |   | 10,555,989 |    |  |   | 11,311,158 |  
|                                                        |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|BALANCE SHEET DATA (at period-end):                     |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|Total assets                                            |  | $              | 2,448,210  |           |  | $         | 2,337,020  |           |  | $          | 2,496,181  |   |  | $ | 2,440,604  |    |  | $ | 2,490,181  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Securities                                              |  |                | 743,109    |           |  |           | 603,552    |           |  |            | 469,560    |   |  |   | 406,957    |    |  |   | 440,312    |  
|                                                       
|                                                       
|                                                       
|                                                       
|Loans                                                   |  |                | 1,461,195  |           |  |           | 1,518,263  |           |  |            | 1,656,609  |   |  |   | 1,711,342  |    |  |   | 1,790,143  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Nonperforming assets                                    |  |                | 62,818     |           |  |           | 64,073     |           |  |            | 56,127     |   |  |   | 56,973     |    |  |   | 60,100     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Allowance for loan losses                               |  |                | 32,779     |           |  |           | 34,925     |           |  |            | 33,183     |   |  |   | 33,462     |    |  |   | 30,441     |  
|                                                       
|                                                       
|                                                       
|                                                       
|Deposits                                                |  |                | 2,125,196  |           |  |           | 2,049,047  |           |  |            | 2,211,392  |   |  |   | 2,157,817  |    |  |   | 2,195,515  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Stockholders equity                                    |  |                | 179,559    |           |  |           | 179,188    |           |  |            | 176,059    |   |  |   | 172,341    |    |  |   | 178,109    |  
|                                                       
|                                                       
|                                                       
|                                                       
|Book value per share (dollars)                          |  |                | 15.85      |           |  |           | 15.82      |           |  |            | 15.56      |   |  |   | 15.24      |    |  |   | 15.75      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Tangible book value per share (dollars)                 |  |                | 14.54      |           |  |           | 14.47      |           |  |            | 13.92      |   |  |   | 13.54      |    |  |   | 13.99      |  
|                                                       
|                                                       
|                                                       
|                                                       
|SELECTED OPERATING RATIOS:                              |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|Return on average assets                                |  |                | (0.51      | )%        |  |           | 0.29       | %         |  |            | 0.27       | % |  |   | (1.53      | )% |  |   | 0.24       | %
|                                                       
|                                                       
|                                                       
|                                                       
|Return on average equity                                |  |                | (6.73      | )         |  |           | 3.85       |           |  |            | 3.82       |   |  |   | (21.16     | )  |  |   | 3.44       |  
|                                                       
|                                                       
|                                                       
|                                                       
|Net interest margin                                     |  |                | 2.91       |           |  |           | 2.93       |           |  |            | 3.09       |   |  |   | 3.45       |    |  |   | 3.73       |  
|                                                       
|                                                       
|                                                       
|                                                       
|Operating efficiency ratio                              |  |                | 83.52      |           |  |           | 72.35      |           |  |            | 75.38      |   |  |   | 150.81     |    |  |   | 65.91      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Loan loss allowance to portfolio loans                  |  |                | 2.24       |           |  |           | 2.30       |           |  |            | 2.00       |   |  |   | 1.96       |    |  |   | 1.70       |  
|                                                       
|                                                       
|                                                       
|                                                       
|Loan loss allowance to nonperforming loans              |  |                | 58.72      |           |  |           | 58.98      |           |  |            | 64.87      |   |  |   | 66.12      |    |  |   | 56.30      |  
|                                                       
|                                                       
|                                                       
|                                                       
|CAPITAL RATIOS:                                         |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|Equity to assets                                        |  |                | 7.33       |           |  |           | 7.67       |           |  |            | 7.05       |   |  |   | 7.06       |    |  |   | 7.15       |  
|                                                       
|                                                       
|                                                       
|                                                       
|Equity & minority interest to assets                    |  |                | 8.50       |           |  |           | 8.90       |           |  |            | 8.20       |   |  |   | 8.24       |    |  |   | 8.31       |  
|                                                       
|                                                       
|                                                       
|                                                       
|Regulatory ratios  Bank:                               |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|Tier 1 (leverage)                                       |  |                | 8.25       |           |  |           | 7.85       |           |  |            | 7.02       |   |  |   | 7.18       |    |  |   | 7.25       |  
|                                                       
|                                                       
|                                                       
|                                                       
|Tier 1/risk assets                                      |  |                | 13.13      |           |  |           | 12.48      |           |  |            | 11.24      |   |  |   | 11.69      |    |  |   | 11.45      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Risk-based capital                                      |  |                | 14.45      |           |  |           | 13.80      |           |  |            | 12.49      |   |  |   | 12.94      |    |  |   | 12.75      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Regulatory ratios  Company:                            |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|Tier 1 (leverage)                                       |  |                | 7.60       |           |  |           | 7.17       |           |  |            | 6.34       |   |  |   | 6.30       |    |  |   | 6.37       |  
|                                                       
|                                                       
|                                                       
|                                                       
|Tier 1/risk-assets                                      |  |                | 12.13      |           |  |           | 11.27      |           |  |            | 10.14      |   |  |   | 10.27      |    |  |   | 10.05      |  
|                                                       
|                                                       
|                                                       
|                                                       
|Risk-based capital                                      |  |                | 15.44      |           |  |           | 14.55      |           |  |            | 12.55      |   |  |   | 12.69      |    |  |   | 12.48      |  
|                                                       
|                                                       
|                                                       
|                                                       
|OTHER DATA (at period-end):                             |  |                |            |           |  |           |            |           |  |            |            |   |  |   |            |    |  |   |            |  
|                                                       
|                                                       
|                                                       
|                                                       
|Number of branch banking offices                        |  |                | 71         |           |  |           | 72         |           |  |            | 80         |   |  |   | 80         |    |  |   | 81         |  
|                                                       
|                                                       
|                                                       
|                                                       
|Number of full-time equivalent employees                |  |                | 921        |           |  |           | 913        |           |  |            | 955        |   |  |   | 995        |    |  |   | 996        |  

12



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##### Table of Contents



REPUBLIC BANCSHARES, INC.
SELECTED QUARTERLY FINANCIAL INFORMATION
($ in thousands; unaudited)

|                                         |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |           |  
|---------------------------------------- | ---------------------------------- | - | -------------- | --------- | --------- | - | --------- | --------- | --------- | - | ---------- | --------- | - | - | ------ | --------- | - | - | ------ | --------- | -
|                                         |                                    |   | Quarters Ended
|                                         |                                    |   |               
|                                         |                                    |   | Sept. 2001     |           | June 2001 |   | Mar. 2001 |           | Dec. 2000 |   | Sept. 2000
|                                         |                                    |   |                |           |           |   |           |           |           |   |           
|SELECTED AVERAGE BALANCES
& YIELDS/COSTS |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                        
|                                        
|                                        
|                                        
|Average balances:                        |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                        
|                                        
|                                        
|                                        
|                                         | Total assets                       |   | $              | 2,370,356 |           |   | $         | 2,365,311 |           |   | $          | 2,461,161 |   |   | $      | 2,461,501 |   |   | $      | 2,493,665 |  
|                                        
|                                        
|                                        
|                                        
|                                         | Earning assets                     |   |                | 2,238,227 |           |   |           | 2,230,601 |           |   |            | 2,319,727 |   |   |        | 2,322,256 |   |   |        | 2,349,434 |  
|                                        
|                                        
|                                        
|                                        
|                                         | Loans                              |   |                | 1,499,189 |           |   |           | 1,582,080 |           |   |            | 1,689,516 |   |   |        | 1,766,250 |   |   |        | 1,827,556 |  
|                                        
|                                        
|                                        
|                                        
|                                         | Securities                         |   |                | 645,368   |           |   |           | 494,170   |           |   |            | 385,839   |   |   |        | 425,030   |   |   |        | 450,488   |  
|                                        
|                                        
|                                        
|                                        
|                                         | Deposits                           |   |                | 1,944,376 |           |   |           | 1,962,300 |           |   |            | 2,048,552 |   |   |        | 2,038,226 |   |   |        | 2,069,676 |  
|                                        
|                                        
|                                        
|                                        
|                                         | Other interest-bearing liabilities |   |                | 76,892    |           |   |           | 71,210    |           |   |            | 68,177    |   |   |        | 71,115    |   |   |        | 72,411    |  
|                                        
|                                        
|                                        
|                                        
|                                         | Stockholders equity               |   |                | 179,387   |           |   |           | 175,986   |           |   |            | 173,728   |   |   |        | 177,655   |   |   |        | 175,225   |  
|                                        
|                                        
|                                        
|                                        
|Average yields/costs:                    |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                        
|                                        
|                                        
|                                        
|                                         | Earning assets                     |   |                | 7.09      | %         |   |           | 7.46      | %         |   |            | 7.84      | % |   |        | 8.16      | % |   |        | 8.34      | %
|                                        
|                                        
|                                        
|                                        
|                                         | Loans                              |   |                | 7.77      |           |   |           | 8.12      |           |   |            | 8.45      |   |   |        | 8.69      |   |   |        | 8.88      |  
|                                        
|                                        
|                                        
|                                        
|                                         | Securities                         |   |                | 5.97      |           |   |           | 6.28      |           |   |            | 6.58      |   |   |        | 6.44      |   |   |        | 6.41      |  
|                                        
|                                        
|                                        
|                                        
|                                         | Deposits                           |   |                | 4.62      |           |   |           | 4.95      |           |   |            | 5.18      |   |   |        | 5.14      |   |   |        | 5.00      |  
|                                        
|                                        
|                                        
|                                        
|                                         | Other interest-bearing liabilities |   |                | 4.71      |           |   |           | 5.53      |           |   |            | 5.97      |   |   |        | 6.70      |   |   |        | 6.76      |  
|                                        
|                                        
|                                        
|                                        
|NONPERFORMING ASSETS:                    |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                        
|                                        
|                                        
|                                        
|Nonperforming loans:                     |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                        
|                                        
|                                        
|                                        
|Residential first lien                   |                                    | $ | 14,995         |           |           | $ | 13,864    |           |           | $ | 15,458     |           |   | $ | 14,502 |           |   | $ | 15,178 |          
|                                        
|                                        
|                                        
|                                        
|Warehouse lines of credit                |                                    |   | 1,804          |           |           |   | 2,421     |           |           |   | 2,421      |           |   |   | 3,029  |           |   |   | 2,467  |          
|                                        
|                                        
|                                        
|                                        
|Commercial real estate and multifamily   |                                    |   | 35,975         |           |           |   | 38,771    |           |           |   | 30,620     |           |   |   | 30,181 |           |   |   | 34,589 |          
|                                        
|                                        
|                                        
|                                        
|Commercial (business)                    |                                    |   | 1,775          |           |           |   | 1,979     |           |           |   | 1,097      |           |   |   | 736    |           |   |   | 650    |          
|                                        
|                                        
|                                        
|                                        
|Home equity and consumer                 |                                    |   | 623            |           |           |   | 1,432     |           |           |   | 1,092      |           |   |   | 1,680  |           |   |   | 766    |          
|                                        
|                                        
|                                        
|                                        
|High LTV                                 |                                    |   | 649            |           |           |   | 750       |           |           |   | 466        |           |   |   | 477    |           |   |   | 424    |          
|                                         |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                         | Total
nonperforming loans(1)       |   |                | 55,821    |           |   |           | 59,217    |           |   |            | 51,154    |   |   |        | 50,605    |   |   |        | 54,074    |  
|                                        
|                                        
|                                        
|                                        
|Other nonperforming receivables          |                                    |   | 465            |           |           |   | 475       |           |           |   | 477        |           |   |   | 639    |           |   |   | 653    |          
|                                        
|                                        
|                                        
|                                        
|Other real estate:                       |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                        
|                                        
|                                        
|                                        
|Residential                              |                                    |   | 1,264          |           |           |   | 1,513     |           |           |   | 1,679      |           |   |   | 2,559  |           |   |   | 1,737  |          
|                                        
|                                        
|                                        
|                                        
|Commercial                               |                                    |   | 5,268          |           |           |   | 2,868     |           |           |   | 2,817      |           |   |   | 3,170  |           |   |   | 3,636  |          
|                                         |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                         | Total ORE                          |   |                | 6,532     |           |   |           | 4,381     |           |   |            | 4,496     |   |   |        | 5,729     |   |   |        | 5,373     |  
|                                         |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          
|                                         | Total nonperforming assets         |   | $              | 62,818    |           |   | $         | 64,073    |           |   | $          | 56,127    |   |   | $      | 56,973    |   |   | $      | 60,100    |  
|                                         |                                    |   |                |           |           |   |           |           |           |   |            |           |   |   |        |           |   |   |        |          



---

|(1) |  | Represents all loans on nonaccrual and all loans 90 days and over past due
|--- |  | --------------------------------------------------------------------------

13



---



##### Table of Contents



REPUBLIC BANCSHARES, INC.
SELECTED QUARTERLY FINANCIAL INFORMATION
($ in thousands; unaudited)

|                                                              |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |        |  
|------------------------------------------------------------- | -------------------------------- | - | -------------- | ------ | --------- | - | --------- | ------ | --------- | - | ---------- | ------ | - | - | ------ | ------ | - | - | ------ | ------ | -
|                                                              |                                  |   | Quarters Ended
|                                                              |                                  |   |               
|                                                              |                                  |   | Sept. 2001     |        | June 2001 |   | Mar. 2001 |        | Dec. 2000 |   | Sept. 2000
|                                                              |                                  |   |                |        |           |   |           |        |           |   |           
|Loan loss allowance activity                                  |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |       
|                                                             
|                                                             
|                                                             
|                                                             
|Allowance for loan losses at
beginning of period              |                                  | $ | 34,925         |        |           | $ | 33,183    |        |           | $ | 33,462     |        |   | $ | 30,441 |        |   | $ | 28,273 |       
|                                                             
|                                                             
|                                                             
|                                                             
|Loan discount (net) allocated to/
(from) purchased portfolios |                                  |   |               |        |           |   |          |        |           |   |           |        |   |   | (384   | )      |   |   |       |       
|                                                             
|                                                             
|                                                             
|                                                             
|Provision for loan losses                                     |                                  |   | 6,800          |        |           |   | 2,750     |        |           |   | 1,800      |        |   |   | 6,300  |        |   |   | 5,000  |       
|                                                             
|                                                             
|                                                             
|                                                             
|Net (charge-offs) recoveries:                                 |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |       
|                                                             
|                                                             
|                                                             
|                                                             
|Residential first lien                                        |                                  |   | (249           | )      |           |   | (230      | )      |           |   | (162       | )      |   |   | (484   | )      |   |   | (345   | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Warehouse lines of credit                                     |                                  |   | (6,209         | )      |           |   | 24        |        |           |   | (16        | )      |   |   | (509   | )      |   |   | (49    | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Nonconforming first lien mortgages                            |                                  |   | (102           | )      |           |   | (122      | )      |           |   | (153       | )      |   |   | (166   | )      |   |   | (172   | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial real estate/multifamily                            |                                  |   | 11             |        |           |   | 18        |        |           |   | 15         |        |   |   | (530   | )      |   |   | (54    | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial (business)                                         |                                  |   | (429           | )      |           |   |          |        |           |   | 19         |        |   |   | 1      |        |   |   | (41    | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Home equity                                                   |                                  |   | (1,131         | )      |           |   | (180      | )      |           |   | (511       | )      |   |   | (22    | )      |   |   | (198   | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Consumer                                                      |                                  |   | (31            | )      |           |   | (16       | )      |           |   | (123       | )      |   |   | (22    | )      |   |   | (97    | )     
|                                                             
|                                                             
|                                                             
|                                                             
|Other                                                         |                                  |   | (98            | )      |           |   | (44       | )      |           |   | (131       | )      |   |   | (47    | )      |   |   | (41    | )     
|                                                             
|                                                             
|                                                             
|                                                             
|High LTV                                                      |                                  |   | (708           | )      |           |   | (458      | )      |           |   | (1,017     | )      |   |   | (1,116 | )      |   |   | (1,835 | )     
|                                                              |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |       
|                                                              | Net charge-offs                  |   |                | (8,946 | )         |   |           | (1,008 | )         |   |            | (2,079 | ) |   |        | (2,895 | ) |   |        | (2,832 | )
|                                                              |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |       
|Allowance for loan losses at
end of period                    |                                  | $ | 32,779         |        |           | $ | 34,925    |        |           | $ | 33,183     |        |   | $ | 33,462 |        |   | $ | 30,441 |       
|                                                              |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |       
|Net charge-offs (recoveries) to
average loans-annualized:     |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |       
|                                                             
|                                                             
|                                                             
|                                                             
|Residential first lien                                        |                                  |   | 0.20           | %      |           |   | 0.17      | %      |           |   | 0.11       | %      |   |   | 0.31   | %      |   |   | 0.21   | %     
|                                                             
|                                                             
|                                                             
|                                                             
|Warehouse lines of credit                                     |                                  |   | 327.69         |        |           |   | (0.46     | )      |           |   | 0.19       |        |   |   | 5.51   |        |   |   | 0.37   |       
|                                                             
|                                                             
|                                                             
|                                                             
|Nonconforming first lien mortgages                            |                                  |   | 0.72           |        |           |   | 0.80      |        |           |   | 0.94       |        |   |   | 0.99   |        |   |   | 0.98   |       
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial real estate/multifamily                            |                                  |   | (0.01          | )      |           |   | (0.01     | )      |           |   | (0.01      | )      |   |   | 0.31   |        |   |   | 0.03   |       
|                                                             
|                                                             
|                                                             
|                                                             
|Commercial (business)                                         |                                  |   | 1.23           |        |           |   |          |        |           |   | (0.06      | )      |   |   |       |        |   |   | 0.15   |       
|                                                             
|                                                             
|                                                             
|                                                             
|Home equity                                                   |                                  |   | 3.04           |        |           |   | 0.51      |        |           |   | 1.46       |        |   |   | 0.06   |        |   |   | 0.59   |       
|                                                             
|                                                             
|                                                             
|                                                             
|Consumer                                                      |                                  |   | 0.62           |        |           |   | 0.30      |        |           |   | 2.21       |        |   |   | 0.40   |        |   |   | 1.68   |       
|                                                             
|                                                             
|                                                             
|                                                             
|High LTV                                                      |                                  |   | 8.62           |        |           |   | 5.28      |        |           |   | 11.00      |        |   |   | 6.52   |        |   |   | 8.80   |       
|                                                              |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |       
|                                                              | Net charge-offs to average loans |   |                | 2.39   | %         |   |           | 0.25   | %         |   |            | 0.49   | % |   |        | 0.66   | % |   |        | 0.62   | %
|                                                              |                                  |   |                |        |           |   |           |        |           |   |            |        |   |   |        |        |   |   |        |       

14



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##### Table of Contents






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

Comparison of Balance Sheets at September 30, 2001 and December 31, 2000

Overview

At September 30, 2001, we had total assets of $2.4 billion, stockholders
equity of $179.6 million and a stated book value per share of $15.85, compared
with total assets of $2.4 billion, stockholders equity of $172.3 million and a
stated book value of $15.24 at December 31, 2000. Loans, net of allowances for
loan losses, were $1.4 billion at September 30, 2001, a decrease of $249.5
million from $1.7 billion at December 31, 2000, while total deposits were $2.1
billion, a decrease of $32.6 million from $2.2 billion at year-end 2000.

Securities

Securities, including U.S. Treasury and federal agency securities, MBS, and
Mortgage-Related Securities, were $743.1 million as compared to $407.0 million
at the end of last year. The primary reason for the increase was the
investment of funds from loan payoffs. At September 30, 2001, $693.8 million
of securities were classified as available for sale, $24.9 million were
classified as held to maturity and $24.4 million were trading assets. These
trading assets consisted of: (1) a $10.9 million subordinate tranche purchased
from our securitization of High LTV Loans in June 1998; (2) $10.1 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 $3.4 million at September 30,
2001.

Loans

Total loans declined by $250.1 million from $1.7 billion at the prior year-end
to $1.5 billion at September 30, 2001. The decrease was the result of four
factors: (1) $99.9 million of the decline came from paydowns and other
reductions in warehouse lines of credit, High LTV Loans and out-of-state loans,
all of which are discontinued aspects of our lending operations, (2) there were
$64.8 million of residential loans that were securitized into mortgage
securities, (3) loans sold as part of branch sales transactions totaled $44.9
million, and (4) paydowns of other loans that exceeded new loan disbursements,
including the portfolio of loans in our market area, totaled $40.5 million.

Allowance for Loan Losses

The allowance for loan losses amounted to $32.8 million (2.24% of portfolio
loans) at September 30, 2001, compared with $33.5 million (1.96% of portfolio
loans) at December 31, 2000. Activity to the allowance in 2001 included
provisions for loan losses of $11.4 million and net loan charge-offs of $12.0
million. The $5.9 million charge-off of the Greatstone loan was recorded in
the third quarter of 2001. At September 30, 2001, the ratio of the allowance
for loan losses to nonperforming loans was 58.72% compared to 66.12% at the end
of 2000.

Nonperforming Assets

Nonperforming assets amounted to $62.8 million (2.57% of total assets) at
September 30, 2001, compared with $57.0 million (2.33% of total assets) at
December 31, 2000, an increase of $5.9 million. In the second quarter of 2001,
there were three commercial real estate loans placed in nonperforming status
totaling $8.9 million, the largest of which was a $4.9 million hotel loan
located in Florida. Residential nonperformers declined by $732,000 and ORE
balances increased $803,000 to $6.5 million.

15



---



##### Table of Contents



Deposits

Total deposits were $2.1 billion at September 30, 2001, a $32.6 million
decrease from the prior year-end. The branch sales transactions completed in
the second quarter of 2001 reduced total deposits by $117.3 million, while
internal growth of $84.7 million partially offset the sales. By category, money
market accounts increased by $64.2 million, certificates of deposit decreased
by $71.5 million, checking accounts (including non-retail deposits such as
official checks) decreased by $11.2 million, and savings deposits declined by
$14.2 million (primarily from transfers to the money market product).

Holding Company Debt

Holding company debt increased by $1.4 million to $29.2 million at September
30, 2001 and was comprised of $14.2 million of convertible subordinated
debentures due 2014 and $15.0 million convertible subordinated debentures due
2011. The previously existing senior debt, term subordinated debt and
unsecured notes were all repaid on May 8, 2001, using the net proceeds from the
issuance of the Debentures.

Stockholders Equity

Stockholders equity was $179.6 million at September 30, 2001, or 7.33% of
total assets, compared to $172.3 million or 7.06% of total assets at December
31, 2000. The number of common shares outstanding at September 30, 2001 was
11,332,189. In the second quarter of 2001, the holders of the Companys
perpetual preferred stock converted their holdings into the Companys common
stock, increasing the number of common shares outstanding by 750,000. The
conversion did not affect the total amount of stockholders equity or diluted
earnings per share, as the perpetual preferred stock had previously been
included as a common stock equivalent. At September 30, 2001, the Banks tier
1 (leverage) capital ratio was 8.25%, its tier 1 (risk-based) capital ratio
was 13.13%, and its total risk-based capital ratio was 14.45%, 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,
2001, were 7.60%, 12.13%, and 15.44%, respectively.

[Balance of page intentionally left blank]

16



---



##### Table of Contents



Comparison of Results of Operations for the Three Months Ended September
30, 2001 and 2000

Overview

Net loss for the third quarter of 2001 was $3.0 million, or $.27 per share,
(on a diluted basis), compared with income of $1.5 million, or $.13 per share
on the same basis, for the same period in 2000. Excluding the
provision for loan losses related to the $5.9 million Greatstone charge-off, net income for
the current quarter would have been $636,000 or $.06 per share.

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

Net interest income for the three months ended September 30, 2001, was $16.4
million compared with $21.9 million for the same period last year, a $5.5
million or 25.3% decrease. The decrease was the result of two major factors,
the largest of which was a $328.4 million decline in the average balance of
loans outstanding. This decline was primarily the result of payoffs and sales
of discontinued loan products, including warehouse lines of credit, High LTV
Loans, and loans outside the State of Florida. Net interest income also was
adversely affected by the rapid decline in market interest rates that have
occurred in 2001 which, when combined with our asset sensitive interest rate
position during the first 120 days following a rate change, resulted in a
decline in asset yield. Average asset yield decreased by 125 basis points
from 8.34% for the same period in 2000 to 7.09% for 2001. The average cost of
interest-bearing liabilities decreased by 42 basis points from 5.05% to 4.63%,
also a result of the rapid decline in market interest rates that has occurred
during 2001.

Noninterest Income

Noninterest income for the three months ended September 30, 2001, was $5.6
million compared with $5.3 million for the same period in 2000, an increase of
$359,000. Gains on sale of loans and securities contributed $1.5 million to
noninterest income in 2001 and a $1.1 million gain was recorded on the sale of
High LTV Loan servicing. A $1.1 million reduction in loan service fees
partially offset these gains. Early payoffs to the servicing portfolio
increased significantly which reduced service fee revenue and required an
accelerated amortization of capitalized loan servicing rights.

The following table reflects the components of noninterest income for the
three months ended September 30, 2001, and 2000 ($ in thousands; unaudited):

|                                           |  |                                          |       |      |  |            |       |  |  |          |        |  
|------------------------------------------ |  | ---------------------------------------- | ----- | ---- |  | ---------- | ----- |  |  | -------- | ------ | -
|                                           |  | For the Three Months Ended September 30,
|                                           |  |                                         
|                                           |  |                                          |       |      |  |            |       |  |  | Increase
|                                           |  | 2001                                     |       | 2000 |  | (Decrease)
|                                           |  |                                          |       |      |  |           
|Service charges on deposit accounts        |  | $                                        | 1,768 |      |  | $          | 2,053 |  |  | $        | (285   | )
|                                          
|                                          
|                                          
|                                          
|Loan service fees                          |  |                                          | 199   |      |  |            | 1,340 |  |  |          | (1,141 | )
|                                          
|                                          
|                                          
|                                          
|Other loan fee income                      |  |                                          | 569   |      |  |            | 1,402 |  |  |          | (833   | )
|                                          
|                                          
|                                          
|                                          
|Gains on sale of loans
and securities, net |  |                                          | 1,515 |      |  |            | 10    |  |  |          | 1,505  |  
|                                          
|                                          
|                                          
|                                          
|Other income                               |  |                                          | 1,598 |      |  |            | 485   |  |  |          | 1,113  |  
|                                           |  |                                          |       |      |  |            |       |  |  |          |        |  
|Total noninterest income                   |  | $                                        | 5,649 |      |  | $          | 5,290 |  |  | $        | 359    |  
|                                           |  |                                          |       |      |  |            |       |  |  |          |        |  

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, 2001 and 2000 ($ in thousands; unaudited):

|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |   |      |  
|--------------------------------------- |  | ---------------------------------- | - | -------------------------------- | --------- | ---- | ------ | ------- | ------ | -------- | ---- | ------- | ---- | - | - | --------- | --------- | ------- | ------ | - | ------ |  | ---- | - | ---- | -
|                                        |  |                                    |   | Three Months Ended September 30,
|                                        |  |                                    |   |                                 
|                                        |  |                                    |   | 2001                             |           | 2000
|                                        |  |                                    |   |                                  |           |     
|                                        |  |                                    |   | Average                          |           |      |        |         |        | Average  |      | Average |      |   |   |           |           | Average
|Summary of Average Rates                |  | Balance                            |   | Interest                         |           | Rate |        | Balance |        | Interest |      | Rate   
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |        
|Interest earning assets:                |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Loans, net                         |   | $                                | 1,499,189 |      |        | $       | 29,402 |          |      |         | 7.77 | % |   | $         | 1,827,556 |         |        | $ | 40,723 |  |      |   | 8.88 | %
|                                       
|                                       
|                                       
|                                       
|                                        |  | Investment securities              |   |                                  | 6,640     |      |        |         | 98     |          |      |         | 5.90 |   |   |           | 19,073    |         |        |   | 293    |  |      |   | 6.15 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Mortgage-backed securities         |   |                                  | 614,217   |      |        |         | 9,246  |          |      |         | 6.02 |   |   |           | 394,213   |         |        |   | 6,635  |  |      |   | 6.73 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Trading securities                 |   |                                  | 24,511    |      |        |         | 293    |          |      |         | 4.77 |   |   |           | 37,202    |         |        |   | 293    |  |      |   | 3.14 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Interest bearing deposits in banks |   |                                  | 7,409     |      |        |         | 68     |          |      |         | 3.62 |   |   |           | 6,653     |         |        |   | 111    |  |      |   | 6.63 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | FHLB stock                         |   |                                  | 13,168    |      |        |         | 224    |          |      |         | 6.75 |   |   |           | 13,816    |         |        |   | 269    |  |      |   | 7.75 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Federal funds sold                 |   |                                  | 73,094    |      |        |         | 637    |          |      |         | 3.41 |   |   |           | 50,921    |         |        |   | 839    |  |      |   | 6.45 |  
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|                                        |  | Total interest earning assets      |   |                                  | 2,238,228 |      |        |         | 39,968 |          |      |         | 7.09 |   |   |           | 2,349,434 |         |        |   | 49,163 |  |      |   | 8.34 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Noninterest earning assets         |   | 132,128                          |           |      |        |         |        |          |      |         |      |   |   | 144,231   |           |         |        |   |        |  |      |   |     
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|                                        |  | Total assets                       | $ | 2,370,356                        |           |      |        |         |        |          |      |         |      |   | $ | 2,493,665 |           |         |        |   |        |  |      |   |     
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|Interest bearing liabilities:           |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Interest checking                  |   | $                                | 162,516   |      |        | $       | 195    |          |      |         | 0.48 | % |   | $         | 174,949   |         |        | $ | 350    |  |      |   | 0.80 | %
|                                       
|                                       
|                                       
|                                       
|                                        |  | Money market                       |   |                                  | 351,219   |      |        |         | 3,083  |          |      |         | 3.48 |   |   |           | 296,040   |         |        |   | 3,306  |  |      |   | 4.44 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Savings                            |   |                                  | 53,548    |      |        |         | 210    |          |      |         | 1.56 |   |   |           | 60,791    |         |        |   | 250    |  |      |   | 1.63 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Passbook Gold                      |   |                                  | 131,572   |      |        |         | 1,212  |          |      |         | 3.66 |   |   |           | 162,970   |         |        |   | 1,673  |  |      |   | 4.08 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Time deposits                      |   |                                  | 1,245,521 |      |        |         | 17,964 |          |      |         | 5.72 |   |   |           | 1,374,926 |         |        |   | 20,410 |  |      |   | 5.91 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | FHLB advances                      |   |                                  | 4,026     |      |        |         | 45     |          |      |         | 4.47 |   |   |           | 2,449     |         |        |   | 42     |  |      |   | 6.85 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Other borrowings                   |   |                                  | 72,866    |      |        |         | 860    |          |      |         | 4.71 |   |   |           | 69,962    |         |        |   | 1,186  |  |      |   | 5.58 |  
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|                                        |  | Total interest bearing liabilities |   |                                  | 2,021,268 |      |        |         | 23,569 |          |      |         | 4.63 |   |   |           | 2,142,087 |         |        |   | 27,217 |  |      |   | 5.05 |  
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|                                        |  | Noninterest bearing liabilities    |   |                                  | 169,701   |      |        |         |        |          |      |         |      |   |   |           | 176,353   |         |        |   |        |  |      |   |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Stockholders equity               |   |                                  | 179,387   |      |        |         |        |          |      |         |      |   |   |           | 175,225   |         |        |   |        |  |      |   |      |  
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|                                        |  | Total liabilities and equity       |   | $                                | 2,370,356 |      |        |         |        |          |      |         |      |   |   | $         | 2,493,665 |         |        |   |        |  |      |   |      |  
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|Net interest income/net interest spread |  |                                    |   |                                  |           | $    | 16,399 |         |        |          | 2.46 | %       |      |   |   |           |           | $       | 21,946 |   |        |  | 3.29 | %
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  
|Net interest margin                     |  |                                    |   |                                  |           |      |        |         |        |          | 2.91 | %       |      |   |   |           |           |         |        |   |        |  | 3.73 | %
|                                        |  |                                    |   |                                  |           |      |        |         |        |          |      |         |      |   |   |           |           |         |        |   |        |  |      |  

|                                  |  |                                    |        |                            |        |       |        |        |        |   |        |        |         |  
|--------------------------------- |  | ---------------------------------- | ------ | -------------------------- | ------ | ----- | ------ | ------ | ------ | - | ------ | ------ | ------- | -
|                                  |  |                                    |        | Increase (Decrease) Due to
|                                  |  |                                    |        |                           
|Changes in Net Interest Income    |  | Volume                             |        | Rate                       |        | Total
|                                  |  |                                    |        |                            |        |      
|Interest earning assets:          |  |                                    |        |                            |        |       |        |        |        |   |        |       
|                                 
|                                 
|                                 
|                                 
|                                  |  | Loans, net                         |        | $                          | (7,734 | )     |        | $      | (3,586 | ) |        | $      | (11,320 | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | Investment securities              |        |                            | (100   | )     |        |        | (95    | ) |        |        | (195    | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | Mortgage-backed securities         |        |                            | 3,165  |       |        |        | (554   | ) |        |        | 2,611   |  
|                                 
|                                 
|                                 
|                                 
|                                  |  | Trading securities                 |        |                            | (120   | )     |        |        | 120    |   |        |        |        |  
|                                 
|                                 
|                                 
|                                 
|                                  |  | Interest bearing deposits in banks |        |                            | 11     |       |        |        | (55    | ) |        |        | (44     | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | FHLB stock                         |        |                            | (12    | )     |        |        | (33    | ) |        |        | (45     | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | Federal funds sold                 |        |                            | 283    |       |        |        | (485   | ) |        |        | (202    | )
|                                  |  |                                    |        |                            |        |       |        |        |        |   |        |       
|                                  |  | Total change in interest income    |        | (4,507                     | )      |       |        | (4,688 | )      |   |        | (9,195 | )      
|                                 
|                                 
|                                 
|                                 
|Interest bearing liabilities:     |  |                                    |        |                            |        |       |        |        |        |   |        |       
|                                 
|                                 
|                                 
|                                 
|                                  |  | Interest checking                  |        |                            | (23    | )     |        |        | (132   | ) |        |        | (155    | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | Money market                       |        |                            | 558    |       |        |        | (782   | ) |        |        | (224    | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | Savings                            |        |                            | (28    | )     |        |        | (11    | ) |        |        | (39     | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | Passbook Gold                      |        |                            | (298   | )     |        |        | (162   | ) |        |        | (460    | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | Time deposits                      |        |                            | (1,862 | )     |        |        | (584   | ) |        |        | (2,446  | )
|                                 
|                                 
|                                 
|                                 
|                                  |  | FHLB advances                      |        |                            | 24     |       |        |        | (21    | ) |        |        | 3       |  
|                                 
|                                 
|                                 
|                                 
|                                  |  | Other borrowings                   |        |                            | 114    |       |        |        | (440   | ) |        |        | (326    | )
|                                  |  |                                    |        |                            |        |       |        |        |        |   |        |       
|Total change in interest expense  |  |                                    | (1,515 | )                          |        |       | (2,132 | )      |        |   | (3,647 | )     
|                                  |  |                                    |        |                            |        |       |        |        |        |   |        |       
|(Decrease) in net interest income |  | $                                  | (2,992 | )                          |        | $     | (2,556 | )      |        | $ | (5,548 | )     
|                                  |  |                                    |        |                            |        |       |        |        |        |   |        |       

18



---



##### Table of Contents



Noninterest Expense

Operating expenses for the third quarter of 2001 were $18.4 million compared
with $18.0 million for the same period last year, an increase of $462,000 or
2.57%. This included a $612,000 increase in salaries and benefits, primarily
as a result of increased staffing for loan and deposit production, and a
$181,000 increase in costs associated with collecting and resolving
nonperforming assets. Savings from branch sales and closing of
underperforming branches reduced expenses by $367,000, partially offsetting
the increases. Total noninterest expenses, which includes operating
expenses, amortization of premium on deposits and goodwill, and ORE-related
costs, were $19.3 million for the three months ended September 30, 2001
compared with $19.0 million for the same period last year.

The following table reflects the components of noninterest expense for the
three months ended September 30, 2001 and 2000 ($ in thousands; unaudited):

|                                                |  |                                          |        |      |  |            |        |  |  |          |      |  
|----------------------------------------------- |  | ---------------------------------------- | ------ | ---- |  | ---------- | ------ |  |  | -------- | ---- | -
|                                                |  | For the Three Months Ended September 30,
|                                                |  |                                         
|                                                |  |                                          |        |      |  |            |        |  |  | Increase
|                                                |  | 2001                                     |        | 2000 |  | (Decrease)
|                                                |  |                                          |        |      |  |           
|Salaries and benefits                           |  | $                                        | 9,919  |      |  | $          | 9,307  |  |  | $        | 612  |  
|                                               
|                                               
|                                               
|                                               
|Net occupancy expense                           |  |                                          | 3,993  |      |  |            | 3,935  |  |  |          | 58   |  
|                                               
|                                               
|                                               
|                                               
|Advertising and marketing                       |  |                                          | 159    |      |  |            | 91     |  |  |          | 68   |  
|                                               
|                                               
|                                               
|                                               
|Data processing fees and services               |  |                                          | 1,055  |      |  |            | 1,145  |  |  |          | (90  | )
|                                               
|                                               
|                                               
|                                               
|Loan collection costs                           |  |                                          | 530    |      |  |            | 349    |  |  |          | 181  |  
|                                               
|                                               
|                                               
|                                               
|Other operating expense                         |  |                                          | 2,757  |      |  |            | 3,124  |  |  |          | (367 | )
|                                                |  |                                          |        |      |  |            |        |  |  |          |      |  
|Total operating expenses                        |  |                                          | 18,413 |      |  |            | 17,951 |  |  |          | 462  |  
|                                               
|                                               
|                                               
|                                               
|ORE expense, net of ORE income                  |  |                                          | 32     |      |  |            | 84     |  |  |          | (52  | )
|                                               
|                                               
|                                               
|                                               
|Amortization of premium on deposit
and goodwill |  |                                          | 811    |      |  |            | 964    |  |  |          | (153 | )
|                                                |  |                                          |        |      |  |            |        |  |  |          |      |  
|Total noninterest expense                       |  | $                                        | 19,256 |      |  | $          | 18,999 |  |  | $        | 257  |  
|                                                |  |                                          |        |      |  |            |        |  |  |          |      |  

[Balance of page intentionally left blank]

19



---



##### Table of Contents



Comparison of Results of Operations for the Nine Months Ended September
30, 2001 and 2000

Overview

Net income for the first nine months of 2001 was $282,000, or $.01 per
share (on a diluted basis), compared with net income of $4.9 million, or
$.43 per share on the same basis for the same period of 2000. Excluding
 provision for loan losses related to the $5.9 million Greatstone charge-off,
net income would have been $4.0 million or .34 per share.

Analysis of Net Interest Income (see table on page 21)

Net interest income for the nine months ended September 30, 2001 was $50.9
million, compared with $69.6 million for the same period last year, a $18.7
million or a 26.9% decrease. Interest income was $126.9 million for the nine
months ended 2001, a decrease of $22.7 million over the same period in 2000.
Interest expense decreased by $4.0 million. Average asset yield decreased by
81 basis points from 8.27% for the same period in 2000 to 7.46% for 2001. The
average cost of interest-bearing liabilities increased by 9 basis points from
4.85% to 4.94%. As a result, net interest margin, which includes the benefit
of noninterest bearing funds, decreased by 85 basis points from 3.82% for 2000
to 2.97% for 2001 and net interest spread decreased 90 basis points from 3.42%
in 2000 to 2.52% for the nine months ended September 30, 2001.

Noninterest Income

Noninterest income for the nine months ended September 30, 2001, was $21.6
million compared with $14.4 million for the same period of 2000, an increase
of $7.2 million. In 2001, noninterest income included a $5.1 million gain on
loans and securities, a $4.5 million gain on sale of branches and a $1.1
million gain on sale of High LTV Loan servicing. A $2.4 million reduction in
loan service fees partially offset these gains. Early payoffs to the
servicing portfolio increased significantly which reduced service fee revenue
and required an accelerated amortization of capitalized loan servicing rights.

The following table reflects the components of noninterest income for the nine
months ended September 30, 2001, and 2000 ($ in thousands; unaudited):

|                                                    |  |                                         |        |      |  |            |        |   |  |          |        |  
|--------------------------------------------------- |  | --------------------------------------- | ------ | ---- |  | ---------- | ------ | - |  | -------- | ------ | -
|                                                    |  | For the Nine Months Ended September 30,
|                                                    |  |                                        
|                                                    |  |                                         |        |      |  |            |        |   |  | Increase
|                                                    |  | 2001                                    |        | 2000 |  | (Decrease)
|                                                    |  |                                         |        |      |  |           
|Service charges on deposit accounts                 |  | $                                       | 5,661  |      |  | $          | 5,943  |   |  | $        | (282   | )
|                                                   
|                                                   
|                                                   
|                                                   
|Loan service fees                                   |  |                                         | 2,183  |      |  |            | 4,552  |   |  |          | (2,369 | )
|                                                   
|                                                   
|                                                   
|                                                   
|Other loan fee income                               |  |                                         | 2,732  |      |  |            | 3,380  |   |  |          | (648   | )
|                                                   
|                                                   
|                                                   
|                                                   
|Gains (losses) on sale of loans
and securities, net |  |                                         | 4,195  |      |  |            | (907   | ) |  |          | 5,102  |  
|                                                   
|                                                   
|                                                   
|                                                   
|Gain on sale of branches                            |  |                                         | 4,483  |      |  |            |       |   |  |          | 4,483  |  
|                                                   
|                                                   
|                                                   
|                                                   
|Other income                                        |  |                                         | 2,382  |      |  |            | 1,431  |   |  |          | 951    |  
|                                                    |  |                                         |        |      |  |            |        |   |  |          |        |  
|Total noninterest income                            |  | $                                       | 21,636 |      |  | $          | 14,399 |   |  | $        | 7,237  |  
|                                                    |  |                                         |        |      |  |            |        |   |  |          |        |  

20



---



##### 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, 2001 and 2000 ($ in thousands; unaudited):

|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |   |      |  
|--------------------------------------- |  | ---------------------------------- |  | ------------------------------- | --------- | ---- | ------ | ------- | ------- | -------- | ---- | ------- | ---- | - |  | - | --------- | ------- | ------ | - | ------- |  | ---- | - | ---- | -
|                                        |  |                                    |  | Nine Months Ended September 30,
|                                        |  |                                    |  |                                 |          
|                                        |  |                                    |  | 2001                            |           | 2000
|                                        |  |                                    |  |                                 |           |     
|                                        |  |                                    |  | Average                         |           |      |        |         |         | Average  |      | Average |      |   |  |   |           | Average
|Summary of Average Rates                |  | Balance                            |  | Interest                        |           | Rate |        | Balance |         | Interest |      | Rate   
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |        
|Interest earning assets:                |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Loans, net                         |  | $                               | 1,589,950 |      |        | $       | 96,992  |          |      |         | 8.11 | % |  | $ | 1,864,840 |         |        | $ | 124,207 |  |      |   | 8.84 | %
|                                       
|                                       
|                                       
|                                       
|                                        |  | Investment securities              |  |                                 | 9,106     |      |        |         | 432     |          |      |         | 6.32 |   |  |   | 21,431    |         |        |   | 947     |  |      |   | 5.89 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Mortgage-backed securities         |  |                                 | 472,880   |      |        |         | 22,348  |          |      |         | 6.30 |   |  |   | 384,884   |         |        |   | 19,092  |  |      |   | 6.61 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Trading securities                 |  |                                 | 26,472    |      |        |         | 964     |          |      |         | 4.86 |   |  |   | 38,218    |         |        |   | 878     |  |      |   | 3.06 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Commercial paper                   |  |                                 |          |      |        |         |        |          |      |         |     |   |  |   | 2,507     |         |        |   | 112     |  |      |   | 5.87 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Interest bearing deposits in banks |  |                                 | 7,533     |      |        |         | 261     |          |      |         | 4.63 |   |  |   | 5,907     |         |        |   | 294     |  |      |   | 6.64 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | FHLB stock                         |  |                                 | 13,393    |      |        |         | 693     |          |      |         | 6.91 |   |  |   | 13,816    |         |        |   | 810     |  |      |   | 7.83 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Federal funds sold                 |  |                                 | 142,653   |      |        |         | 5,177   |          |      |         | 4.79 |   |  |   | 71,284    |         |        |   | 3,256   |  |      |   | 6.00 |  
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|                                        |  | Total interest earning assets      |  |                                 | 2,261,987 |      |        |         | 126,867 |          |      |         | 7.46 |   |  |   | 2,402,887 |         |        |   | 149,596 |  |      |   | 8.27 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Noninterest earning assets         |  |                                 | 136,623   |      |        |         |         |          |      |         |      |   |  |   | 147,731   |         |        |   |         |  |      |   |      |  
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|                                        |  | Total assets                       |  | $                               | 2,398,610 |      |        |         |         |          |      |         |      |   |  | $ | 2,550,618 |         |        |   |         |  |      |   |      |  
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|Interest bearing liabilities:           |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Interest checking                  |  | $                               | 168,597   |      |        | $       | 655     |          |      |         | 0.52 | % |  | $ | 181,530   |         |        | $ | 1,058   |  |      |   | 0.78 | %
|                                       
|                                       
|                                       
|                                       
|                                        |  | Money market                       |  |                                 | 334,088   |      |        |         | 9,791   |          |      |         | 3.92 |   |  |   | 275,079   |         |        |   | 8,886   |  |      |   | 4.31 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Savings                            |  |                                 | 55,134    |      |        |         | 653     |          |      |         | 1.58 |   |  |   | 61,749    |         |        |   | 759     |  |      |   | 1.64 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Passbook Gold                      |  |                                 | 130,005   |      |        |         | 3,810   |          |      |         | 3.92 |   |  |   | 189,103   |         |        |   | 5,789   |  |      |   | 4.09 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Time deposits                      |  |                                 | 1,296,870 |      |        |         | 58,163  |          |      |         | 6.00 |   |  |   | 1,426,762 |         |        |   | 60,089  |  |      |   | 5.63 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | FHLB advances                      |  |                                 | 1,860     |      |        |         | 71      |          |      |         | 5.11 |   |  |   | 1,332     |         |        |   | 68      |  |      |   | 6.85 |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Other borrowings                   |  |                                 | 70,223    |      |        |         | 2,831   |          |      |         | 5.38 |   |  |   | 67,765    |         |        |   | 3,319   |  |      |   | 6.53 |  
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|                                        |  | Total interest bearing liabilities |  |                                 | 2,056,777 |      |        |         | 75,973  |          |      |         | 4.94 |   |  |   | 2,203,320 |         |        |   | 79,968  |  |      |   | 4.85 |  
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|                                        |  | Noninterest bearing liabilities    |  |                                 | 165,445   |      |        |         |         |          |      |         |      |   |  |   | 176,678   |         |        |   |         |  |      |   |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |  | Stockholders equity               |  |                                 | 176,388   |      |        |         |         |          |      |         |      |   |  |   | 170,620   |         |        |   |         |  |      |   |      |  
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|                                        |  | Total liabilities and equity       |  | $                               | 2,398,610 |      |        |         |         |          |      |         |      |   |  | $ | 2,550,618 |         |        |   |         |  |      |   |      |  
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|Net interest income/net interest spread |  |                                    |  |                                 |           | $    | 50,894 |         |         |          | 2.52 | %       |      |   |  |   |           | $       | 69,628 |   |         |  | 3.42 | %
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  
|Net interest margin                     |  |                                    |  |                                 |           |      |        |         |         |          | 2.97 | %       |      |   |  |   |           |         |        |   |         |  | 3.82 | %
|                                        |  |                                    |  |                                 |           |      |        |         |         |          |      |         |      |   |  |   |           |         |        |   |         |  |      |  

|                                  |                                    |                                 |        |                            |         |       |        |        |        |   |         |         |         |  
|--------------------------------- | ---------------------------------- | ------------------------------- | ------ | -------------------------- | ------- | ----- | ------ | ------ | ------ | - | ------- | ------- | ------- | -
|                                  |                                    |                                 |        | Increase (Decrease) Due to
|                                  |                                    |                                 |        |                           
|Changes in Net Interest Income    |                                    | Volume                          |        | Rate                       |         | Total
|                                  |                                    |                                 |        |                            |         |      
|Interest earning assets:          |                                    |                                 |        |                            |         |       |        |        |        |   |         |        
|                                 
|                                 
|                                 
|                                 
|                                  | Loans, net                         |                                 | $      | (21,214                    | )       |       | $      | (6,001 | )      |   | $       | (27,215 | )      
|                                 
|                                 
|                                 
|                                 
|                                  | Investment securities              |                                 |        | (472                       | )       |       |        | (43    | )      |   |         | (515    | )      
|                                 
|                                 
|                                 
|                                 
|                                  | Mortgage-backed securities         |                                 |        | 3,965                      |         |       |        | (709   | )      |   |         | 3,256   |        
|                                 
|                                 
|                                 
|                                 
|                                  | Trading securities                 |                                 |        | (324                       | )       |       |        | 411    |        |   |         | 87      |        
|                                 
|                                 
|                                 
|                                 
|                                  | Commercial paper                   |                                 |        | (112                       | )       |       |        |       |        |   |         | (112    | )      
|                                 
|                                 
|                                 
|                                 
|                                  | Interest bearing deposits in banks |                                 |        | 70                         |         |       |        | (101   | )      |   |         | (31     | )      
|                                 
|                                 
|                                 
|                                 
|                                  | FHLB stock                         |                                 |        | (27                        | )       |       |        | (91    | )      |   |         | (118    | )      
|                                 
|                                 
|                                 
|                                 
|                                  | Federal funds sold                 |                                 |        | 2,693                      |         |       |        | (772   | )      |   |         | 1,921   |        
|                                  |                                    |                                 |        |                            |         |       |        |        |        |   |         |        
|                                  |                                    | Total change in interest income |        |                            | (15,365 | )     |        |        | (7,362 | ) |         |         | (22,727 | )
|                                 
|                                 
|                                 
|                                 
|Interest bearing liabilities:     |                                    |                                 |        |                            |         |       |        |        |        |   |         |        
|                                 
|                                 
|                                 
|                                 
|                                  | Interest checking                  |                                 |        | (74                        | )       |       |        | (330   | )      |   |         | (404    | )      
|                                 
|                                 
|                                 
|                                 
|                                  | Money market                       |                                 |        | 1,768                      |         |       |        | (863   | )      |   |         | 905     |        
|                                 
|                                 
|                                 
|                                 
|                                  | Savings                            |                                 |        | (80                        | )       |       |        | (26    | )      |   |         | (106    | )      
|                                 
|                                 
|                                 
|                                 
|                                  | Passbook Gold                      |                                 |        | (1,748                     | )       |       |        | (232   | )      |   |         | (1,980  | )      
|                                 
|                                 
|                                 
|                                 
|                                  | Time deposits                      |                                 |        | (5,374                     | )       |       |        | 3,448  |        |   |         | (1,926  | )      
|                                 
|                                 
|                                 
|                                 
|                                  | FHLB advances                      |                                 |        | 30                         |         |       |        | (27    | )      |   |         | 3       |        
|                                 
|                                 
|                                 
|                                 
|                                  | Other borrowings                   |                                 |        | (114                       | )       |       |        | (374   | )      |   |         | (488    | )      
|                                  |                                    |                                 |        |                            |         |       |        |        |        |   |         |        
|Total change in interest expense  |                                    |                                 | (5,592 | )                          |         |       | 1,596  |        |        |   | (3,996  | )      
|                                  |                                    |                                 |        |                            |         |       |        |        |        |   |         |        
|(Decrease) in net interest income |                                    | $                               | (9,773 | )                          |         | $     | (8,958 | )      |        | $ | (18,731 | )      
|                                  |                                    |                                 |        |                            |         |       |        |        |        |   |         |        

21



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##### Table of Contents



Noninterest Expense

Operating expenses for the nine months ended September 30, 2001 were $55.7
million compared with $55.9 million for the same period last year, a decrease
of $241,000 or .43%. This improvement includes a $1.9 million decrease in
other operating expenses, and a $446,000 decrease in net occupancy expense.
These improvements were partially offset by a $1.5 million increase in
salaries and benefits, largely from adding new loan production staff and
periodic employee salary increases. Total noninterest expenses, which
includes operating expenses, were $58.7 million for the nine months ended
September 30, 2001, compared with $59.2 million for the same period last
year.

The following table reflects the components of noninterest expense for the
nine months ended September 30, 2001 and 2000 ($ in thousands; unaudited):

|                                                 |  |                                              |        |      |  |            |        |  |  |          |        |  
|------------------------------------------------ |  | -------------------------------------------- | ------ | ---- |  | ---------- | ------ |  |  | -------- | ------ | -
|                                                 |  | For the Nine Months Ended September 30, 2001
|                                                 |  |                                             
|                                                 |  |                                              |        |      |  |            |        |  |  | Increase
|                                                 |  | 2001                                         |        | 2000 |  | (Decrease)
|                                                 |  |                                              |        |      |  |           
|Salaries and benefits                            |  | $                                            | 29,365 |      |  | $          | 27,822 |  |  | $        | 1,543  |  
|                                                
|                                                
|                                                
|                                                
|Net occupancy expense                            |  |                                              | 11,532 |      |  |            | 11,978 |  |  |          | (446   | )
|                                                
|                                                
|                                                
|                                                
|Advertising and marketing                        |  |                                              | 1,338  |      |  |            | 880    |  |  |          | 458    |  
|                                                
|                                                
|                                                
|                                                
|Data processing fees and services                |  |                                              | 3,090  |      |  |            | 3,504  |  |  |          | (414   | )
|                                                
|                                                
|                                                
|                                                
|Loan collection costs                            |  |                                              | 1,540  |      |  |            | 978    |  |  |          | 562    |  
|                                                
|                                                
|                                                
|                                                
|Other operating expense                          |  |                                              | 8,801  |      |  |            | 10,745 |  |  |          | (1,944 | )
|                                                 |  |                                              |        |      |  |            |        |  |  |          |        |  
|Total operating expenses                         |  |                                              | 55,666 |      |  |            | 55,907 |  |  |          | (241   | )
|                                                
|                                                
|                                                
|                                                
|ORE expense, net                                 |  |                                              | 412    |      |  |            | 430    |  |  |          | (18    | )
|                                                
|                                                
|                                                
|                                                
|Amortization of premium on deposits
and goodwill |  |                                              | 2,638  |      |  |            | 2,894  |  |  |          | (256   | )
|                                                 |  |                                              |        |      |  |            |        |  |  |          |        |  
|Total noninterest expense                        |  | $                                            | 58,716 |      |  | $          | 59,231 |  |  | $        | (515   | )
|                                                 |  |                                              |        |      |  |            |        |  |  |          |        |  

22



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##### Table of Contents






Part II.  Other Information




Item 1.  Legal Proceedings

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 operations.




Item 5.  Other Information

None reported.

23



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##### Table of Contents






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

|      |                   |  |                          |                                                                                     
|----- | ----------------- |  | ------------------------ | ------------------------------------------------------------------------------------
|      |                   |  | REPUBLIC BANCSHARES, INC
|      |                   |  |                          |                                                                                     
|Date: | November 13, 2001 |  | By:                      | /s/ William R. Klich                                                                
|      |                   |  |                          |                                                                                     
|      |                   |  |                          | William R. Klich
President and Chief Executive Officer
(principal executive officer)
|      |                   |  |                          |                                                                                     
|      |                   |  |                          |                                                                                     
|Date: | November 13, 2001 |  | By:                      | /s/ William R. Falzone                                                              
|      |                   |  |                          |                                                                                     
|      |                   |  |                          | William R.
Falzone
Treasurer (principal financial and
accounting officer)           

24