SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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|(Mark one)
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|[X]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  | 
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|           |  | SECURITIES EXCHANGE ACT OF 1934                         
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|           |  | For the quarterly period ended June 30, 2000            
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|[   ]      |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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|           |  | SECURITIES EXCHANGE ACT OF 1934                         

For the transition period from _________ to ___________

Commission file number 0-27652

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

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

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

N/A

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

|                                       |  |                                               
|-------------------------------------- |  | ----------------------------------------------
|Common stock par value $2.00 per share |  | 10,555,959 shares outstanding at June 30, 2000





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REPUBLIC BANCSHARES, INC.

INDEX

Part I.  FINANCIAL INFORMATION

|           |  |                      |                                                                          |      |  |  |    | 
|---------- |  | -------------------- | ------------------------------------------------------------------------ | ---- |  |  | -- | 
|Item 1.    |  | Financial Statements |                                                                          | Page
|           |  |                      | Consolidated Balance Sheets  June 30, 2000 (unaudited)                 
|           |  |                      | and December 31, 1999                                                    |      |  |  | 2  | 
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|           |  |                      | Consolidated Statements of Operations -                                  |     
|           |  |                      | Three and six month periods ended June 30, 2000 and 1999 (all unaudited) |      |  |  | 3  | 
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|          
|          
|          
|           |  |                      | Consolidated Statements of Stockholders' Equity -                        |     
|           |  |                      | Year ended December 31, 1999 and                                         |     
|           |  |                      | Six months ended June 30, 2000 (unaudited)                               |      |  |  | 4  | 
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|          
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|           |  |                      | Consolidated Statements of Comprehensive Income -                        |     
|           |  |                      | Three and six month periods ended June 30, 2000 and 1999 (all unaudited) |      |  |  | 4  | 
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|          
|          
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|           |  |                      | Consolidated Statements of Cash Flows -                                  |     
|           |  |                      | Three and six month periods ended June 30, 2000 and 1999 (all unaudited) |      |  |  | 5  | 
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|           |  |                      | Notes to Consolidated Financial Statements (unaudited)                   |      |  |  | 6  | 
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|           |  |                      | Selected Quarterly Financial and Other Data (unaudited)                  |      |  |  | 12 | 
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|Item 2.    |  |                      | Management's Discussion and Analysis of Financial Condition              |     
|           |  |                      | and Results of Operations                                                |      |  |  | 15 | 
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|Part II.   |  |                      | OTHER INFORMATION                                                        |     
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|Item 1.    |  |                      | Legal Proceedings                                                        |      |  |  | 21 | 
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|Item 6.    |  |                      | Exhibits and Reports on Form 8-K                                         |      |  |  | 22 | 
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|SIGNATURES |  |                      |                                                                          |      |  |  | 23 | 



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

We wish to caution readers that the assumptions which form the basis for
forward-looking statements with respect to or that may impact earnings for the
year ended December 31, 2000, and thereafter include many factors that are
beyond our ability to control or estimate precisely. These risks and
uncertainties include, but are not limited to, the market demand and
acceptance of our existing and new loan and deposit products, the impact of
competitive products, and changes in economic
conditions, such as inflation or fluctuations in interest rates.

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

1



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

|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |           |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ----------------- | --------- | ----------- | --------- | ------------ | --------- | --------- | --------- | 
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           | June 30,    |           | December 31,
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           | 2000        |           | 1999        
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |             
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           | (unaudited)
|ASSETS                                                                                                                                        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Cash and due from banks                                                                                                                        |                                                                                                                                                                                                  | $                                          | 63,913            |           |             | $         | 62,643       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Interest bearing deposits in banks                                                                                                             |                                                                                                                                                                                                  |                                            | 7,037             |           |             |           | 3,758        |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Federal funds sold                                                                                                                             |                                                                                                                                                                                                  |                                            | 36,462            |           |             |           | 27,060       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Commercial paper  available for sale                                                                                                          |                                                                                                                                                                                                  |                                            |                  |           |             |           | 39,888       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Investment securities  available for sale                                                                                                     |                                                                                                                                                                                                  |                                            | 19,965            |           |             |           | 25,555       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Mortgage-backed and mortgage-related securities:                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Held to maturity                                                                                                                                                                                 |                                            |                   | 39,655    |             |           |              | 33,068    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Available for sale                                                                                                                                                                               |                                            |                   | 369,252   |             |           |              | 315,268   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Trading                                                                                                                                                                                          |                                            |                   | 37,308    |             |           |              | 39,229    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|FHLB stock                                                                                                                                     |                                                                                                                                                                                                  |                                            | 13,816            |           |             |           | 13,816       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Loans, net of allowance for loan losses                                                                                                        |                                                                                                                                                                                                  |                                            | 1,836,367         |           |             |           | 1,861,715    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Premises and equipment, net                                                                                                                    |                                                                                                                                                                                                  |                                            | 49,145            |           |             |           | 52,574       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other real estate acquired through foreclosure, net                                                                                            |                                                                                                                                                                                                  |                                            | 5,830             |           |             |           | 5,332        |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Accrued interest receivable                                                                                                                    |                                                                                                                                                                                                  |                                            | 14,295            |           |             |           | 14,747       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Goodwill and premium on deposits                                                                                                               |                                                                                                                                                                                                  |                                            | 30,897            |           |             |           | 32,827       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other assets                                                                                                                                   |                                                                                                                                                                                                  |                                            | 30,886            |           |             |           | 38,546       |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               | Total assets                                                                                                                                                                                     |                                            | $                 | 2,554,828 |             |           | $            | 2,566,026 |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Liabilities:                                                                                                                                  
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Deposits-                                                                                                                                                                                       
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Noninterest bearing checking               |                   | $         | 133,408     |           |              | $         | 127,619   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Interest checking                          |                   |           | 187,802     |           |              |           | 187,463   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Money market                               |                   |           | 291,149     |           |              |           | 211,558   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Savings                                    |                   |           | 232,854     |           |              |           | 309,996   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Time deposits                              |                   |           | 1,407,769   |           |              |           | 1,446,173 |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            | Total deposits    |           |             | 2,252,982 |              |           |           | 2,282,809 | 
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Securities sold under agreements to repurchase                                                                                                                                                   |                                            |                   | 49,804    |             |           |              | 37,241    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | FHLB advances                                                                                                                                                                                    |                                            |                   | 765       |             |           |              | 769       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Holding company senior debt                                                                                                                                                                      |                                            |                   | 7,500     |             |           |              | 9,167     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Convertible subordinated debt                                                                                                                                                                    |                                            |                   | 14,690    |             |           |              | 14,684    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Term subordinated debt and unsecured notes                                                                                                                                                       |                                            |                   | 3,912     |             |           |              | 2,750     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Other liabilities                                                                                                                                                                                |                                            |                   | 23,171    |             |           |              | 19,611    |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            | Total liabilities |           |             | 2,352,824 |              |           |           | 2,367,031 | 
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|Company-obligated mandatorily redeemable preferred
securities of subsidiary trust solely holding junior
subordinated debentures of the Company |                                                                                                                                                                                                  |                                            | 28,750            |           |             |           | 28,750       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Stockholders equity:                                                                                                                         
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Perpetual preferred convertible stock ($20.00 par, 100,000 shares authorized,
75,000 shares issued and outstanding. Liquidation preference $6.6 million
at June 30, 2000 and December 31, 1999.) |                                            |                   | 1,500     |             |           |              | 1,500     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Common stock ($2.00 par, 20,000,000 shares authorized, 10,555,959 and 10,555,889
shares issued and outstanding at June 30, 2000 and December 31, 1999, respectively.)                            |                                            |                   | 21,112    |             |           |              | 21,112    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Capital surplus                                                                                                                                |                                                                                                                                                                                                  |                                            | 128,735           |           |             |           | 128,780      |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Retained earnings                                                                                                                              |                                                                                                                                                                                                  |                                            | 29,734            |           |             |           | 26,530       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Net unrealized (loss) on available for sale securities, net of tax effect                                                                      |                                                                                                                                                                                                  |                                            | (7,827            | )         |             |           | (7,677       | )        
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                  | Total stockholders equity                 |                   |           | 173,254     |           |              |           | 170,245   |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                  | Total liabilities and stockholders equity |                   | $         | 2,554,828   |           |              | $         | 2,566,026 |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          

The accompanying notes are an integral part of these consolidated statements

2



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

|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |            |        | 
|-------------------------------------------------------------- | ------------------------------------------------------------------------ | -------------------------- | ------ | --------------------------------- | ------ | ------------------------------- | ------ | ---------- | ------ | ---- | ------ | ---------- | ------- |  | ------ | ---------- | ------ | 
|                                                               |                                                                          |                            |        | For
theThree Months EndedJune 30, |        | For
theSix Months EndedJune 30,
|                                                               |                                                                          |                            |        |                                   |        |                                
|                                                               |                                                                          |                            |        | 2000                              |        | 1999                            |        | 2000       |        | 1999
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |     
|INTEREST INCOME:                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest and fees on loans                                               |                            | $      | 42,153                            |        |                                 | $      | 40,951     |        |      | $      | 83,484     |         |  | $      | 84,033     |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on investment securities                                        |                            |        | 301                               |        |                                 |        | 490        |        |      |        | 654        |         |  |        | 1,026      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on mortgage-backed securities                                   |                            |        | 6,463                             |        |                                 |        | 3,324      |        |      |        | 12,457     |         |  |        | 3,918      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on trading securities                                           |                            |        | 293                               |        |                                 |        | 689        |        |      |        | 585        |         |  |        | 1,639      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on federal funds sold                                           |                            |        | 1,282                             |        |                                 |        | 1,128      |        |      |        | 2,416      |         |  |        | 2,364      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on commercial paper                                             |                            |        |                                  |        |                                 |        |           |        |      |        | 112        |         |  |        |           |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on other investments                                            |                            |        | 354                               |        |                                 |        | 383        |        |      |        | 724        |         |  |        | 664        |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               |                                                                          | Total interest income      |        |                                   | 50,846 |                                 |        |            | 46,965 |      |        |            | 100,432 |  |        |            | 93,644 | 
|                                                              
|                                                              
|                                                              
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|INTEREST EXPENSE:                                             
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on deposits                                                     |                            |        | 25,725                            |        |                                 |        | 23,158     |        |      |        | 50,592     |         |  |        | 46,272     |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on FHLB advances                                                |                            |        | 13                                |        |                                 |        |           |        |      |        | 26         |         |  |        | 157        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on senior debt                                                  |                            |        | 187                               |        |                                 |        | 440        |        |      |        | 390        |         |  |        | 833        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on subordinated debt                                            |                            |        | 265                               |        |                                 |        |           |        |      |        | 531        |         |  |        |           |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on term subordinated debt                                       |                            |        | 71                                |        |                                 |        |           |        |      |        | 138        |         |  |        |           |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on unsecured notes                                              |                            |        | 4                                 |        |                                 |        | 133        |        |      |        | 4          |         |  |        | 269        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on other borrowings                                             |                            |        | 571                               |        |                                 |        | 471        |        |      |        | 1,070      |         |  |        | 927        |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               |                                                                          | Total interest expense     |        |                                   | 26,836 |                                 |        |            | 24,202 |      |        |            | 52,751  |  |        |            | 48,458 | 
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               |                                                                          | Net interest income        |        |                                   | 24,010 |                                 |        |            | 22,763 |      |        |            | 47,681  |  |        |            | 45,186 | 
|                                                              
|                                                              
|                                                              
|                                                              
|PROVISION FOR LOAN LOSSES                                      |                                                                          |                            | 5,000  |                                   |        |                                 | 1,410  |            |        |      | 9,400  |            |         |  | 2,932  |           
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|Net interest income after provision for loan losses            |                                                                          |                            | 19,010 |                                   |        |                                 | 21,353 |            |        |      | 38,281 |            |         |  | 42,254 |           
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|NONINTEREST INCOME:                                           
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Service charges on deposit accounts                                      |                            |        | 1,903                             |        |                                 |        | 1,509      |        |      |        | 3,890      |         |  |        | 2,963      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Loan service fees                                                        |                            |        | 1,514                             |        |                                 |        | 1,718      |        |      |        | 3,212      |         |  |        | 3,603      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other loan fee income                                                    |                            |        | 1,011                             |        |                                 |        | 1,051      |        |      |        | 1,978      |         |  |        | 1,953      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | (Loss) gain on sale of loans, net                                        |                            |        | (1                                | )      |                                 |        | 464        |        |      |        | 20         |         |  |        | 3,258      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Loss on securities, net                                                  |                            |        | (797                              | )      |                                 |        | (109       | )      |      |        | (936       | )       |  |        | (245       | )     
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other operating income                                                   |                            |        | 548                               |        |                                 |        | 1,167      |        |      |        | 945        |         |  |        | 1,631      |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               |                                                                          | Total noninterest income   |        |                                   | 4,178  |                                 |        |            | 5,800  |      |        |            | 9,109   |  |        |            | 13,163 | 
|                                                              
|                                                              
|                                                              
|                                                              
|NONINTEREST EXPENSES:                                         
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Salaries and employee benefits                                           |                            |        | 9,161                             |        |                                 |        | 10,422     |        |      |        | 18,515     |         |  |        | 22,432     |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Net occupancy expense                                                    |                            |        | 4,033                             |        |                                 |        | 3,869      |        |      |        | 8,044      |         |  |        | 7,598      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Advertising and marketing                                                |                            |        | 251                               |        |                                 |        | 225        |        |      |        | 789        |         |  |        | 593        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Data and item processing fees and services                               |                            |        | 1,196                             |        |                                 |        | 1,242      |        |      |        | 2,390      |         |  |        | 2,194      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | FDIC and state assessments                                               |                            |        | 355                               |        |                                 |        | 301        |        |      |        | 609        |         |  |        | 634        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Telephone, postage and supplies                                          |                            |        | 1,034                             |        |                                 |        | 1,500      |        |      |        | 2,121      |         |  |        | 3,395      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Legal and professional                                                   |                            |        | 343                               |        |                                 |        | 266        |        |      |        | 886        |         |  |        | 775        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other operating expenses                                                 |                            |        | 2,239                             |        |                                 |        | 2,860      |        |      |        | 4,602      |         |  |        | 5,411      |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               |                                                                          | Total operating expenses   |        |                                   | 18,612 |                                 |        |            | 20,685 |      |        |            | 37,956  |  |        |            | 43,032 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ORE expense (income), net                                                |                            |        | 30                                |        |                                 |        | (130       | )      |      |        | 346        |         |  |        | (488       | )     
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Amortization of goodwill & premium on deposits                           |                            |        | 964                               |        |                                 |        | 970        |        |      |        | 1,929      |         |  |        | 1,980      |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               |                                                                          | Total noninterest expenses |        |                                   | 19,606 |                                 |        |            | 21,525 |      |        |            | 40,231  |  |        |            | 44,524 | 
|                                                              
|                                                              
|                                                              
|                                                              
|Income before income taxes & minority interest                 |                                                                          |                            | 3,582  |                                   |        |                                 | 5,628  |            |        |      | 7,159  |            |         |  | 10,893 |           
|                                                              
|                                                              
|                                                              
|                                                              
|Income tax provision                                           |                                                                          |                            | (1,474 | )                                 |        |                                 | (2,219 | )          |        |      | (2,981 | )          |         |  | (4,209 | )         
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|Income before minority interest                                |                                                                          |                            | 2,108  |                                   |        |                                 | 3,409  |            |        |      | 4,178  |            |         |  | 6,684  |           
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interest in income from subsidiary trust (net of tax) |                                                                          |                            | (421   | )                                 |        |                                 | (421   | )          |        |      | (842   | )          |         |  | (842   | )         
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               | NET INCOME                                                               |                            | $      | 1,687                             |        |                                 | $      | 2,988      |        |      | $      | 3,336      |         |  | $      | 5,842      |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|PER SHARE DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Net income per common share  basic                                      |                            | $      | .15                               |        |                                 | $      | .28        |        |      | $      | .30        |         |  | $      | .56        |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               | Weighted average common shares
outstanding  basic                       |                            |        | 10,555,897                        |        |                                 |        | 10,493,214 |        |      |        | 10,555,893 |         |  |        | 10,440,377 |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               | Net income per common & common equivalent
share  diluted                |                            | $      | .15                               |        |                                 | $      | .26        |        |      | $      | .30        |         |  | $      | .52        |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           
|                                                               | Weighted average common & common equivalent
shares outstanding  diluted |                            |        | 11,310,583                        |        |                                 |        | 11,359,392 |        |      |        | 11,323,370 |         |  |        | 11,302,980 |       
|                                                               |                                                                          |                            |        |                                   |        |                                 |        |            |        |      |        |            |         |  |        |           

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

3



---






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

|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------- |  | ------------------- | ------ | ------------ |  | ------ | ----- | ------ |  | ------- | ---------- | -------- |  | -------------- | ------ | -------- |  | -------- | ------- | - |  | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                          |  | Perpetual Preferred |        |              |  |        |       |        |  |         |            |          |  | Net Unrealized
|                                                                          |  | Convertible Stock   |        | Common Stock |  |        |       |        |  |         |            |          |  | Gains/(Losses)
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  | on Available  
|                                                                          |  | Shares              |        |              |  |        |       | Shares |  |         |            |          |  | Capital        |        | Retained |  | for Sale
|                                                                          |  | Issued              |        | Amount       |  | Issued |       | Amount |  | Surplus |            | Earnings |  | Securities     |        | Total   
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |         
|Balance, December 31, 1998                                                |  |                     | 75,000 |              |  | $      | 1,500 |        |  |         | 10,323,194 |          |  | $              | 20,646 |          |  | $        | 125,364 |   |  | $ | 16,103 |   |  | $ | (16    | ) |  | $ | 163,597 |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net income for the year
ended Dec. 31, 1999                               |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |   |  |   | 10,692 |   |  |   |       |   |  |   | 10,692  |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net unrealized loss on
available for sale securities,
net of tax effect   |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |   |  |   |       |   |  |   | (7,661 | ) |  |   | (7,661  | )
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Exercise of stock options                                                 |  |                     |       |              |  |        |      |        |  |         | 232,695    |          |  |                | 466    |          |  |          | 2,313   |   |  |   |       |   |  |   |       |   |  |   | 2,779   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Additional paid-in capital from
nonqualified/performance
stock options    |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          | 1,103   |   |  |   |       |   |  |   |       |   |  |   | 1,103   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Dividends on preferred
stock                                              |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |   |  |   | (265   | ) |  |   |       |   |  |   | (265    | )
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, December 31, 1999                                                |  |                     | 75,000 |              |  |        | 1,500 |        |  |         | 10,555,889 |          |  |                | 21,112 |          |  |          | 128,780 |   |  |   | 26,530 |   |  |   | (7,677 | ) |  |   | 170,245 |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net income for the six months
ended June 30, 2000                         |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |   |  |   | 3,336  |   |  |   |       |   |  |   | 3,336   |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Net unrealized loss on
available for sale securities,
net of tax effect   |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |   |  |   |       |   |  |   | (150   | ) |  |   | (150    | )
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Exercise of stock options                                                 |  |                     |       |              |  |        |      |        |  |         | 70         |          |  |                |       |          |  |          | 1       |   |  |   |       |   |  |   |       |   |  |   | 1       |  
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Adjustment to paid-in capital from
nonqualified/performance
stock options |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          | (46     | ) |  |   |       |   |  |   |       |   |  |   | (46     | )
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Dividends on preferred
stock                                              |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |   |  |   | (132   | ) |  |   |       |   |  |   | (132    | )
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, June 30, 2000                                                    |  |                     | 75,000 |              |  | $      | 1,500 |        |  |         | 10,555,959 |          |  | $              | 21,112 |          |  | $        | 128,735 |   |  | $ | 29,734 |   |  | $ | (7,827 | ) |  | $ | 173,254 |  
|                                                                          |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |   |  |   |        |   |  |   |        |   |  |   |         |  




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

|                                                                  |                                                                    |   |                                     |       |                                   |   |       |        |      |   |       |       |   |   |       |        |  
|----------------------------------------------------------------- | ------------------------------------------------------------------ | - | ----------------------------------- | ----- | --------------------------------- | - | ----- | ------ | ---- | - | ----- | ----- | - | - | ----- | ------ | -
|                                                                  |                                                                    |   | For the Three Months Ended June 30, |       | For the Six Months Ended June 30,
|                                                                  |                                                                    |   |                                     |       |                                  
|                                                                  |                                                                    |   | 2000                                |       | 1999                              |   | 2000  |        | 1999
|                                                                  |                                                                    |   |                                     |       |                                   |   |       |        |     
|Net income                                                        |                                                                    | $ | 1,687                               |       |                                   | $ | 2,988 |        |      | $ | 3,336 |       |   | $ | 5,842 |       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Unrealized losses on securities:                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Unrealized holding gains (losses), net of tax
effect during period |   |                                     | 1,139 |                                   |   |       | (4,455 | )    |   |       | (151  | ) |   |       | (4,827 | )
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Less reclassification adjustment for gains
realized in net income |                                                                    |   | 4                                   |       |                                   |   | 245   |        |      |   | 1     |       |   |   | 245   |       
|                                                                  |                                                                    |   |                                     |       |                                   |   |       |        |      |   |       |       |   |   |       |       
|                                                                  | Net unrealized gains (losses)                                      |   |                                     | 1,143 |                                   |   |       | (4,210 | )    |   |       | (150  | ) |   |       | (4,582 | )
|                                                                  |                                                                    |   |                                     |       |                                   |   |       |        |      |   |       |       |   |   |       |       
|                                                                  | Comprehensive income (loss)                                        |   | $                                   | 2,830 |                                   |   | $     | (1,222 | )    |   | $     | 3,186 |   |   | $     | 1,260  |  
|                                                                  |                                                                    |   |                                     |       |                                   |   |       |        |      |   |       |       |   |   |       |       

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

4



---






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

|                                                                           |                                                         |                                                     |         |                                     |         |                                 |         |          |         |      |         |         |         |   |         |          |         |  
|-------------------------------------------------------------------------- | ------------------------------------------------------- | --------------------------------------------------- | ------- | ----------------------------------- | ------- | ------------------------------- | ------- | -------- | ------- | ---- | ------- | ------- | ------- | - | ------- | -------- | ------- | -
|                                                                           |                                                         |                                                     |         | For the
Three Months Ended
June 30, |         | For
theSix Months EndedJune 30,
|                                                                           |                                                         |                                                     |         |                                     |         |                                
|                                                                           |                                                         |                                                     |         | 2000                                |         | 1999                            |         | 2000     |         | 1999
|                                                                           |                                                         |                                                     |         |                                     |         |                                 |         |          |         |     
|OPERATING ACTIVITIES:                                                     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net income                                                                 |                                                         | $                                                   | 1,687   |                                     |         | $                               | 2,988   |          |         | $    | 3,336   |         |         | $ | 5,842   |         
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Reconciliation of net income to net cash
provided by operating activities:
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Provision for loan and ORE losses                       |                                                     |         | 5,000                               |         |                                 |         | 1,410    |         |      |         | 9,400   |         |   |         | 2,932    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Depreciation and amortization, net                      |                                                     |         | 5,106                               |         |                                 |         | 4,749    |         |      |         | 8,381   |         |   |         | 9,389    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Amortization of premium of fair value, net              |                                                     |         | 242                                 |         |                                 |         | 3,920    |         |      |         | 1,934   |         |   |         | 5,181    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Gain on sale of loans                                   |                                                     |         |                                    |         |                                 |         | (465     | )       |      |         | (20     | )       |   |         | (3,258   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Loss on sale of investment securities                   |                                                     |         | 797                                 |         |                                 |         | 109      |         |      |         | 936     |         |   |         | 244      |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | (Gain)/loss on sale of ORE                              |                                                     |         | (85                                 | )       |                                 |         | (239     | )       |      |         | 105     |         |   |         | (662     | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Capitalization of mortgage servicing/residual interest  |                                                     |         | (990                                | )       |                                 |         | (857     | )       |      |         | (353    | )       |   |         | (3,450   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net decrease (increase) in deferred tax asset           |                                                     |         | 1,862                               |         |                                 |         | (97      | )       |      |         | 2,255   |         |   |         | 760      |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Loss on disposal of premises & equipment                |                                                     |         |                                    |         |                                 |         | 203      |         |      |         |        |         |   |         | 210      |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net decrease in other assets                            |                                                     |         | 1,925                               |         |                                 |         | 4,558    |         |      |         | 4,511   |         |   |         | 4,663    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net increase (decrease) in other liabilities            |                                                     |         | 3,250                               |         |                                 |         | 882      |         |      |         | 3,560   |         |   |         | (1,802   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net increase in value performance options               |                                                     |         |                                    |         |                                 |         |         |         |      |         | (46     | )       |   |         |         |        
|                                                                           |                                                         |                                                     |         |                                     |         |                                 |         |          |         |      |         |         |         |   |         |         
|                                                                           |                                                         | Net cash provided by operating activities           |         |                                     | 18,794  |                                 |         |          | 17,161  |      |         |         | 33,999  |   |         |          | 20,049  |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|INVESTING ACTIVITIES:                                                     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net decrease in loans                                   |                                                     |         | 7,862                               |         |                                 |         | 7,455    |         |      |         | 9,839   |         |   |         | 116,630  |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Proceeds from sales & maturities of:                   
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                         | Investment securities available for sale            |         |                                     | 4,000   |                                 |         |          | 128,000 |      |         |         | 7,000   |   |         |          | 131,500 |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                         | Mortgage-backed securities available for sale       |         |                                     | 832     |                                 |         |          |        |      |         |         | 3,317   |   |         |          | 1,552   |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                         | Commercial paper                                    |         |                                     |        |                                 |         |          |        |      |         |         | 40,000  |   |         |          |        |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                         | Revenue bonds                                       |         |                                     |        |                                 |         |          |        |      |         |         | 75      |   |         |          |        |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Purchase of investment securities AFS                   |                                                     |         | (998                                | )       |                                 |         | (1,899   | )       |      |         | (998    | )       |   |         | (136,767 | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Purchase of mortgage-backed securities AFS              |                                                     |         | (41,674                             | )       |                                 |         | (102,711 | )       |      |         | (76,574 | )       |   |         | (155,940 | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Purchase of mortgage-backed securities
held to maturity |                                                     |         | (2,090                              | )       |                                 |         |         |         |      |         | (16,980 | )       |   |         |         |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Principal repayment on mortgage-backed securities       |                                                     |         | 16,704                              |         |                                 |         | 7,763    |         |      |         | 28,428  |         |   |         | 14,090   |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | (Purchase) redemption of FHLB stock                     |                                                     |         |                                    |         |                                 |         | 27       |         |      |         |        |         |   |         | (2,779   | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Disposal/(purchase) of premises & equipment, net        |                                                     |         | 767                                 |         |                                 |         | (1,737   | )       |      |         | 533     |         |   |         | (110     | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Proceeds from sale of ORE                               |                                                     |         | 1,159                               |         |                                 |         | 2,528    |         |      |         | 3,151   |         |   |         | 4,947    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Investment in other real estate owned, net              |                                                     |         | (59                                 | )       |                                 |         | 160      |         |      |         | (56     | )       |   |         | 322      |        
|                                                                           |                                                         |                                                     |         |                                     |         |                                 |         |          |         |      |         |         |         |   |         |         
|                                                                           |                                                         | Net cash (used in) provided by investing activities |         |                                     | (13,497 | )                               |         |          | 39,586  |      |         |         | (2,265  | ) |         |          | (26,555 | )
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|FINANCING ACTIVITIES:                                                     
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net (decrease) increase in deposits                     |                                                     |         | (81,630                             | )       |                                 |         | 85,081   |         |      |         | (29,712 | )       |   |         | 86,245   |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Net (decrease) increase in repurchase agreements        |                                                     |         | 3,704                               |         |                                 |         | (4,612   | )       |      |         | 12,563  |         |   |         | 5,466    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Repayment of FHLB advances, net                         |                                                     |         | (2                                  | )       |                                 |         |         |         |      |         | (4      | )       |   |         | (25,000  | )      
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Proceeds from issuance of common stock                  |                                                     |         | 1                                   |         |                                 |         | 449      |         |      |         | 1       |         |   |         | 2,884    |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Proceeds from Holding Company debt                      |                                                     |         | 1,162                               |         |                                 |         |         |         |      |         | 1,162   |         |   |         |         |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Repayment of Holding Company debt                       |                                                     |         | (830                                | )       |                                 |         |         |         |      |         | (1,661  | )       |   |         |         |        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Dividends on perpetual preferred stock                  |                                                     |         | (66                                 | )       |                                 |         | (66      | )       |      |         | (132    | )       |   |         | (132     | )      
|                                                                           |                                                         |                                                     |         |                                     |         |                                 |         |          |         |      |         |         |         |   |         |         
|                                                                           |                                                         | Net cash provided by (used in)
financing activities |         |                                     | (77,661 | )                               |         |          | 80,852  |      |         |         | (17,783 | ) |         |          | 69,463  |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Net increase (decrease) in cash and
cash equivalents                       |                                                         |                                                     | (72,364 | )                                   |         |                                 | 137,599 |          |         |      | 13,951  |         |         |   | 62,957  |         
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Cash and cash equivalents, beginning of period                             |                                                         |                                                     | 179,776 |                                     |         |                                 | 67,968  |          |         |      | 93,461  |         |         |   | 142,610 |         
|                                                                           |                                                         |                                                     |         |                                     |         |                                 |         |          |         |      |         |         |         |   |         |         
|Cash and cash equivalents, end of period                                   |                                                         | $                                                   | 107,412 |                                     |         | $                               | 205,567 |          |         | $    | 107,412 |         |         | $ | 205,567 |         
|                                                                           |                                                         |                                                     |         |                                     |         |                                 |         |          |         |      |         |         |         |   |         |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                         
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           | Cash paid during the period for-                       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                         | Interest                                            |         | $                                   | 26,925  |                                 |         | $        | 24,186  |      |         | $       | 52,375  |   |         | $        | 63,490  |  
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                           |                                                         | Income taxes (refunded)/paid                        |         |                                     | 70      |                                 |         |          | (4,556  | )    |         |         | 185     |   |         |          | (4,539  | )

The accompanying notes are an integral part of these consolidated statements

5



---






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 June 30, 2000 and the results of operations and cash
flows, for the three and six month periods ended June 30, 2000 and 1999. The
accounting and reporting policies of the Company and its wholly-owned
subsidiaries, Republic Bank (the Bank) and RBI Capital Trust I (RBI), are
in conformity with generally accepted accounting principles and prevailing
practices within the financial services industry. Financial data for 1999
includes results of operations for Republic Bank, F.S.B., which was dissolved
on September 10, 1999.

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

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

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

Reclassifications

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

Recent Accounting Developments

Accounting for Derivative Instruments and Hedging Activities

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

6



---



2. EARNINGS (LOSS) PER SHARE

Diluted earnings (loss) per common and common equivalent shares have been
computed by dividing net income (loss) by the weighted average common and
common equivalent shares outstanding during the periods. The weighted average
common and common equivalent shares outstanding has been adjusted to include
the number of shares that would have been outstanding if the stock options had
been exercised, at the average market price for the period, with the proceeds
being used to buy shares from the market (i.e., the treasury stock method) and
the perpetual preferred stock and the convertible subordinated debentures that
have been converted to common stock earlier in the year or the issue date
(i.e., the if-converted method). Basic earnings (loss) per common share was
computed by dividing net income (loss) less dividends paid on preferred stock,
by the weighted average number of shares of common stock outstanding during the
year.

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

|                           |                          |                                     |        |       |             |  |            |            |          |   |             |      |       |   |          |       |          |  |            |            |  |   |      |      | 
|-------------------------- | ------------------------ | ----------------------------------- | ------ | ----- | ----------- |  | ---------- | ---------- | -------- | - | ----------- | ---- | ----- | - | -------- | ----- | -------- |  | ---------- | ---------- |  | - | ---- | ---- | 
|                           |                          | For the three months ended June 30,
|                           |                          |                                    
|                           |                          |                                     |        |       |             |  | 2000       |            |          |   |             |      |       |   |          |       | 1999    
|                           |                          |                                     |        |       |             |  | Weighted   |            | Earnings |   |             |      |       |   | Weighted |       | Earnings
|                           |                          |                                     | Net    |       | Shares      |  | Per        |            | Net      |   | Shares      |      | Per  
|                           |                          |                                     | Income |       | Outstanding |  | Share      |            | Income   |   | Outstanding |      | Share
|                           |                          |                                     |        |       |             |  |            |            |          |   |             |      |      
|Net income/basic earnings 
|                           | per share                |                                     | $      | 1,621 |             |  |            | 10,555,897 |          |   | $           | 0.15 |       |   | $        | 2,922 |          |  |            | 10,493,214 |  |   | $    | 0.28 | 
|                          
|                          
|                          
|                          
|Options exercised during  
|                           | the period-incremental  
|                           | effect prior to exercise |                                     |        |      |             |  |            | 1          |          |   |             |     |       |   |          |      |          |  |            | 4,192      |  |   |      |     | 
|                          
|                          
|                          
|                          
|Options outstanding at end
|                           | of period                |                                     |        |      |             |  |            | 4,685      |          |   |             |     |       |   |          |      |          |  |            | 111,986    |  |   |      |     | 
|                          
|                          
|                          
|                          
|Convertible perpetual     
|                           | Preferred stock          |                                     |        | 66    |             |  |            | 750,000    |          |   |             |     |       |   |          | 66    |          |  |            | 750,000    |  |   |      |     | 
|                           |                          |                                     |        |       |             |  |            |            |          |   |             |      |       |   |          |       |          |  |            |            |  |   |      |      | 
|Diluted earnings per share |                          | $                                   | 1,687  |       |             |  | 11,310,583 |            |          | $ | 0.15        |      |       | $ | 2,988    |       |          |  | 11,359,392 |            |  | $ | 0.26 |     
|                           |                          |                                     |        |       |             |  |            |            |          |   |             |      |       |   |          |       |          |  |            |            |  |   |      |      | 

|                           |                          |                                   |        |       |             |  |            |            |          |   |             |      |       |   |          |       |          |  |            |            |  |   |      |      | 
|-------------------------- | ------------------------ | --------------------------------- | ------ | ----- | ----------- |  | ---------- | ---------- | -------- | - | ----------- | ---- | ----- | - | -------- | ----- | -------- |  | ---------- | ---------- |  | - | ---- | ---- | 
|                           |                          | For the six months ended June 30,
|                           |                          |                                  
|                           |                          |                                   |        |       |             |  | 2000       |            |          |   |             |      |       |   |          |       | 1999    
|                           |                          |                                   |        |       |             |  | Weighted   |            | Earnings |   |             |      |       |   | Weighted |       | Earnings
|                           |                          |                                   | Net    |       | Shares      |  | Per        |            | Net      |   | Shares      |      | Per  
|                           |                          |                                   | Income |       | Outstanding |  | Share      |            | Income   |   | Outstanding |      | Share
|                           |                          |                                   |        |       |             |  |            |            |          |   |             |      |      
|Net income/basic earnings 
|                           | per share                |                                   | $      | 3,204 |             |  |            | 10,555,893 |          |   | $           | 0.30 |       |   | $        | 5,710 |          |  |            | 10,440,377 |  |   | $    | 0.56 | 
|                          
|                          
|                          
|                          
|Options exercised during  
|                           | the period-incremental  
|                           | effect prior to exercise |                                   |        |      |             |  |            | 4          |          |   |             |     |       |   |          |      |          |  |            | 20,190     |  |   |      |     | 
|                          
|                          
|                          
|                          
|Options outstanding at end
|                           | of period                |                                   |        |      |             |  |            | 17,473     |          |   |             |     |       |   |          |      |          |  |            | 92,413     |  |   |      |     | 
|                          
|                          
|                          
|                          
|Convertible perpetual     
|                           | Preferred stock          |                                   |        | 132   |             |  |            | 750,000    |          |   |             |     |       |   |          | 132   |          |  |            | 750,000    |  |   |      |     | 
|                           |                          |                                   |        |       |             |  |            |            |          |   |             |      |       |   |          |       |          |  |            |            |  |   |      |      | 
|Diluted earnings per share |                          | $                                 | 3,336  |       |             |  | 11,323,370 |            |          | $ | 0.30        |      |       | $ | 5,842    |       |          |  | 11,302,980 |            |  | $ | 0.52 |     
|                           |                          |                                   |        |       |             |  |            |            |          |   |             |      |       |   |          |       |          |  |            |            |  |   |      |      | 

There were 664,017 and 252,617 of stock options that were anti-dilutive as of
June 30, 2000 and 1999, respectively.

7



---



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

Investments consisting of U.S. Treasury and federal agency securities
(Investment Securities) and mortgage-backed and mortgage-related securities
(MBS) were $466.2 million at June 30, 2000. We held no commercial paper at
June 30, 2000. As of June 30, 2000, $389.2 million of securities were
classified as available for sale (of which $369.3 million were MBS and $19.9
million were Investment Securities), $39.7 million of MBS were classified as
held to maturity and $37.3 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; (2) $22.5 million in overcollateralization and residual interests in cash
flows from a $60.0 million securitization in December 1997 and a $240.0 million
securitization in June 1998; and (3) the excess spread on mortgage servicing
rights, which amounted to $3.9 million.

The market values assigned to the MBS classified as available for sale were
derived using market quotations at June 30, 2000. Trading assets are evaluated
at least quarterly with any valuation adjustment reflected as a trading gain or
loss in the statement of operations. Under applicable accounting rules, use of
quoted market values is the preferred method for valuing trading assets.
However, where the market for those assets is illiquid and price quotations are
not readily available, other methods are permitted, including techniques
utilizing the present value of expected cash flows. We have used present value
techniques to value our trading assets. The factors used in the present value
calculations included a 15% discount rate and a 15% prepayment speed assumption
on both the December 1997 and June 1998 overcollateralization and residual
interests. The default assumption on the December 1997 transaction, defined by
estimating the total defaults over the life of the securitization, is 15.7% of
the original $60 million collateral amount. Through June 30, 2000, actual
losses have been 8.8% of the original collateral amount. The default
assumption on the June 1998 securitization is 13.0% of the original $240
million collateral amount over the life of the securitization. Through June
30, 2000, actual losses have been 5.4% of the original collateral amount. Based
on those valuations, a trading loss of $793,000 was recorded for the second
quarter of 2000. We believe this valuation is a reasonable approximation of
the fair market value of the MBS classified as trading assets; however, there
is no assurance that we could realize this value if such assets were sold in
the current illiquid market for High LTV- related assets.

4. LOANS AND LOANS HELD FOR SALE

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

|                               |                                |                                       |         |           |           |              |         |           |           | 
|------------------------------ | ------------------------------ | ------------------------------------- | ------- | --------- | --------- | ------------ | ------- | --------- | --------- | 
|                               |                                |                                       |         | June 30,  |           | December 31,
|                               |                                |                                       |         | 2000      |           | 1999        
|                               |                                |                                       |         |           |           |             
|Real estate mortgage loans:   
|                              
|                              
|                              
|                              
|                               | One-to-four family residential |                                       | $       | 695,651   |           |              | $       | 725,333   |          
|                              
|                              
|                              
|                              
|                               | Nonconforming mortgages        |                                       |         | 71,356    |           |              |         | 79,562    |          
|                              
|                              
|                              
|                              
|                               | Multifamily residential        |                                       |         | 95,774    |           |              |         | 80,212    |          
|                              
|                              
|                              
|                              
|                               | Warehouse lines of credit      |                                       |         | 67,393    |           |              |         | 96,873    |          
|                              
|                              
|                              
|                              
|                               | Commercial real estate         |                                       |         | 447,323   |           |              |         | 416,827   |          
|                              
|                              
|                              
|                              
|                               | Construction/land development  |                                       |         | 126,295   |           |              |         | 165,649   |          
|                               |                                |                                       |         |           |           |              |         |          
|                               |                                | Mortgage loans secured by first liens |         |           | 1,503,792 |              |         |           | 1,564,456 | 
|                              
|                              
|                              
|                              
|Commercial (business) loans    |                                |                                       | 116,676 |           |           |              | 90,378  |          
|                              
|                              
|                              
|                              
|Consumer loans                 |                                |                                       | 24,805  |           |           |              | 23,737  |          
|                              
|                              
|                              
|                              
|Home equity loans              |                                |                                       | 133,432 |           |           |              | 118,737 |          
|                              
|                              
|                              
|                              
|High LTV Loans                 |                                |                                       | 85,935  |           |           |              | 92,584  |          
|                               |                                |                                       |         |           |           |              |         |          
|                               | Total gross portfolio loans    |                                       |         | 1,864,640 |           |              |         | 1,889,892 |          
|                              
|                              
|                              
|                              
|Less-allowance for loan losses |                                |                                       | (28,273 | )         |           |              | (28,177 | )        
|                               |                                |                                       |         |           |           |              |         |          
|                               | Total loans held for portfolio |                                       | $       | 1,836,367 |           |              | $       | 1,861,715 |          
|                               |                                |                                       |         |           |           |              |         |          

8



---



Mortgage loans serviced for others as of June 30, 2000 and December 31, 1999,
were $1.4 billion and $1.5 billion, respectively. Included in the total amount
serviced for others were High LTV Loans amounting to $631.9 million and $699.0
million at June 30, 2000 and December 31, 1999, respectively. Mortgage loan
servicing rights (both purchased and originated) amounted to $18.3 million and
$20.7 million at June 30, 2000 and December 31, 1999, respectively. Loans on
which interest was not being accrued at June 30, 2000 and December 31, 1999,
totaled approximately $29.5 million and $25.0 million, respectively. Loans
past due 90 days or more and still accruing interest at June 30, 2000 and
December 31, 1999 totaled $46,000 and $171,000, respectively.

5. ALLOWANCES FOR LOSSES

Allowance for loan losses

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

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

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

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

|                                                             |                 |   |                                   |        |      |   |        |        |  
|------------------------------------------------------------ | --------------- | - | --------------------------------- | ------ | ---- | - | ------ | ------ | -
|                                                             |                 |   | For the Six Months Ended June 30,
|                                                             |                 |   |                                  
|                                                             |                 |   | 2000                              |        | 1999
|                                                             |                 |   |                                   |        |     
|Balance, beginning of period                                 |                 | $ | 28,177                            |        |      | $ | 28,077 |       
|                                                            
|                                                            
|                                                            
|                                                            
|Provision for possible loan losses                           |                 |   | 9,400                             |        |      |   | 2,932  |       
|                                                            
|                                                            
|                                                            
|                                                            
|Loan discount (net) allocated to (from) purchased portfolios |                 |   | (5                                | )      |      |   |       |       
|                                                            
|                                                            
|                                                            
|                                                            
|Acquired reserve  purchased portfolios                      |                 |   |                                  |        |      |   | 275    |       
|                                                            
|                                                            
|                                                            
|                                                            
|Loans charged-off                                            |                 |   | (10,199                           | )      |      |   | (6,082 | )     
|                                                            
|                                                            
|                                                            
|                                                            
|Recoveries of loans charged-off                              |                 |   | 900                               |        |      |   | 1,007  |       
|                                                             |                 |   |                                   |        |      |   |        |       
|                                                             | Net charge-offs |   |                                   | (9,299 | )    |   |        | (5,075 | )
|                                                             |                 |   |                                   |        |      |   |        |       
|Balance, end of period                                       |                 | $ | 28,273                            |        |      | $ | 26,209 |       
|                                                             |                 |   |                                   |        |      |   |        |       

9



---



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

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

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

6. MARKET RISK

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

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

7. RELATED PARTY TRANSACTIONS

Mr. William R. Hough, is chairman of the board of the Company, a director and
the largest shareholder of the Company. Mr. Hough is also President and the
controlling shareholder of William R. Hough & Co. (WRHC), a NASD-member
investment-banking firm. During 1999, we entered into an agreement with WRHC
whereby they would act as our agent in open-market purchases of securities.
WRHC is compensated under that agreement on a commission basis. We also
periodically purchase 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.

WRHC offers sales of insurance and mutual fund products and investment advisory
services on our premises. We are paid 50% of the net profits earned from sales
of investment products on our premises. The Company fee income earned from
this relationship was $153,000 and $100,000 for the six months ended June 30,
2000 and 1999, respectively.

On May 17, 2000, we entered into a loan agreement with William R. Hough,
individually, to borrow up to $2.0 million on an unsecured, revolving line of
credit basis. Interest on this loan is at a variable rate, changing daily, and
equal to the Citibank, N.A., New York Base Rate (the Index) plus .50%. The
rate at June 30, 2000 was 9.5% per annum. This loan will be paid in one
payment of all outstanding principal plus all accrued unpaid interest on March
31, 2001. In addition, we will pay regular monthly payments of all accrued
unpaid interest due as of each payment date beginning June 30, 2000 and all
subsequent interest payments to be due on the same day at each month
thereafter. The repayment of principal and interest on this loan is subordinate
to the payment of all principal and interest on the senior debt. We will use
these proceeds for holding company debt service.

10



---



Certain directors and executive officers, members of their immediate families,
and entities with which such persons are associated are customers of ours. As
such, they had transactions in the ordinary course of business with us. All
loans and commitments to lend included in those transactions were made in the
ordinary course of business, upon substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and, in our opinion, have not involved more
than the normal risk of collectability or presented other unfavorable features.

8. HOLDING COMPANY CASHFLOW AND DEBT SERVICE

As a Florida-chartered commercial bank, the Bank is subject to the laws of
Florida as to the payment of dividends. Under the Florida Financial
Institutions Code, the prior approval of the Department is required if the
total of all dividends declared by a bank in any calendar year will exceed the
sum of a banks net retained profits (net income less any dividends paid) for
that year and its retained net profits for the preceding two years. The
aggregate retained net profit for 1998 and 1999 was a $6.8 million deficit.
Therefore, the Bank will not be permitted to make dividend payments to the
holding company until those retained net profits for calendar year 2000 exceed
the $6.8 million deficit. As of June 30, 2000, there remains a net retained
profit deficit of $1.9 million.

[Balance of page intentionally left blank]

11



---






SELECTED QUARTERLY FINANCIAL AND OTHER DATA
FIVE CONSECUTIVE QUARTERS
($ in thousands, except share data; unaudited)

|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|-------------------------------------------------------------- |  | -------------- | ---------- | --------- |  | --------- | ---------- | ---------- |  | --------- | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                               |  | Quarters Ended
|                                                               |  |               
|                                                               |  | June 2000      |            | Mar. 2000 |  | Dec. 1999 |            | Sept. 1999 |  | June 1999
|                                                               |  |                |            |           |  |           |            |            |  |          
|OPERATING DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Interest income                                                |  | $              | 50,846     |           |  | $         | 49,587     |            |  | $         | 48,961     |   |  | $ | 48,158     |   |  | $ | 46,965     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Interest expense                                               |  |                | 26,836     |           |  |           | 25,915     |            |  |           | 25,128     |   |  |   | 24,795     |   |  |   | 24,202     |  
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|Net interest income                                            |  |                | 24,010     |           |  |           | 23,672     |            |  |           | 23,833     |   |  |   | 23,363     |   |  |   | 22,763     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss provision                                            |  |                | 5,000      |           |  |           | 4,400      |            |  |           | 3,120      |   |  |   | 3,871      |   |  |   | 1,410      |  
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|Net interest income after loan loss provision                  |  |                | 19,010     |           |  |           | 19,272     |            |  |           | 20,713     |   |  |   | 19,492     |   |  |   | 21,353     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Noninterest income                                             |  |                | 4,178      |           |  |           | 4,930      |            |  |           | 5,048      |   |  |   | 7,621      |   |  |   | 5,800      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating expenses                                             |  |                | 18,612     |           |  |           | 19,343     |            |  |           | 20,782     |   |  |   | 20,615     |   |  |   | 20,685     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Other noninterest expense                                      |  |                | 994        |           |  |           | 1,282      |            |  |           | 1,150      |   |  |   | 1,043      |   |  |   | 840        |  
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|Net income before income taxes
& minority interest             |  |                | 3,582      |           |  |           | 3,577      |            |  |           | 3,829      |   |  |   | 5,455      |   |  |   | 5,628      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Income tax provision                                           |  |                | (1,474     | )         |  |           | (1,507     | )          |  |           | (1,622     | ) |  |   | (1,968     | ) |  |   | (2,219     | )
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interest in income from
subsidiary trust              |  |                | (421       | )         |  |           | (421       | )          |  |           | (421       | ) |  |   | (424       | ) |  |   | (421       | )
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|Net income                                                     |  | $              | 1,687      |           |  | $         | 1,649      |            |  | $         | 1,786      |   |  | $ | 3,063      |   |  | $ | 2,988      |  
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|PER SHARE DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Earnings per share  basic                                     |  | $              | .15        |           |  | $         | .15        |            |  | $         | .17        |   |  | $ | .29        |   |  | $ | .28        |  
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|Weighted average shares outstanding  basic                    |  |                | 10,555,897 |           |  |           | 10,555,889 |            |  |           | 10,547,802 |   |  |   | 10,510,415 |   |  |   | 10,493,214 |  
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|Earnings per share  diluted                                   |  | $              | .15        |           |  | $         | .15        |            |  | $         | .16        |   |  | $ | .27        |   |  | $ | .26        |  
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|Weighted average shares outstanding  diluted                  |  |                | 11,310,583 |           |  |           | 11,318,488 |            |  |           | 11,310,681 |   |  |   | 11,309,550 |   |  |   | 11,359,392 |  
|                                                               |  |                |            |           |  |           |            |            |  |           |            |   |  |   |            |   |  |   |            |  
|BALANCE SHEET DATA (at period-end):                           
|                                                              
|                                                              
|                                                              
|                                                              
|Total assets                                                   |  | $              | 2,554,828  |           |  | $         | 2,626,458  |            |  | $         | 2,566,026  |   |  | $ | 2,516,507  |   |  | $ | 2,573,825  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Investment & mortgage-backed securities                        |  |                | 466,180    |           |  |           | 442,845    |            |  |           | 453,008    |   |  |   | 356,639    |   |  |   | 345,128    |  
|                                                              
|                                                              
|                                                              
|                                                              
|Portfolio loans, net of unearned income                        |  |                | 1,864,640  |           |  |           | 1,882,560  |            |  |           | 1,889,892  |   |  |   | 1,867,387  |   |  |   | 1,876,982  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Nonperforming assets                                           |  |                | 36,066     |           |  |           | 29,903     |            |  |           | 31,218     |   |  |   | 32,633     |   |  |   | 39,205     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Allowance for loan losses                                      |  |                | 28,273     |           |  |           | 30,470     |            |  |           | 28,177     |   |  |   | 28,189     |   |  |   | 26,209     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Goodwill & premium on deposits                                 |  |                | 30,897     |           |  |           | 31,862     |            |  |           | 32,827     |   |  |   | 33,791     |   |  |   | 34,936     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Deposits                                                       |  |                | 2,252,982  |           |  |           | 2,334,661  |            |  |           | 2,282,809  |   |  |   | 2,224,614  |   |  |   | 2,273,443  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Stockholders equity                                           |  |                | 173,254    |           |  |           | 170,489    |            |  |           | 170,245    |   |  |   | 169,544    |   |  |   | 167,608    |  
|                                                              
|                                                              
|                                                              
|                                                              
|Book value per share (dollars)                                 |  |                | 15.32      |           |  |           | 15.08      |            |  |           | 15.06      |   |  |   | 15.05      |   |  |   | 14.89      |  
|                                                              
|                                                              
|                                                              
|                                                              
|SELECTED FINANCIAL RATIOS:                                    
|                                                              
|                                                              
|                                                              
|                                                              
|Return on average assets                                       |  |                | .26        | %         |  |           | .26        | %          |  |           | .28        | % |  |   | .47        | % |  |   | .48        | %
|                                                              
|                                                              
|                                                              
|                                                              
|Return on average equity                                       |  |                | 3.96       |           |  |           | 3.90       |            |  |           | 4.19       |   |  |   | 7.14       |   |  |   | 7.23       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity to assets                                               |  |                | 6.78       |           |  |           | 6.42       |            |  |           | 6.63       |   |  |   | 6.73       |   |  |   | 6.51       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity and minority interest in preferred
subsidiary to assets |  |                | 7.91       |           |  |           | 7.50       |            |  |           | 7.75       |   |  |   | 7.88       |   |  |   | 7.63       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Portfolio loans/deposit ratio                                  |  |                | 82.75      |           |  |           | 80.64      |            |  |           | 82.79      |   |  |   | 83.94      |   |  |   | 82.56      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net interest spread                                            |  |                | 3.49       |           |  |           | 3.50       |            |  |           | 3.63       |   |  |   | 3.50       |   |  |   | 3.53       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net interest margin                                            |  |                | 3.89       |           |  |           | 3.86       |            |  |           | 3.99       |   |  |   | 3.85       |   |  |   | 3.87       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating expense to average assets                            |  |                | 2.88       |           |  |           | 3.00       |            |  |           | 3.27       |   |  |   | 3.38       |   |  |   | 3.30       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating efficiency ratio                                     |  |                | 66.03      |           |  |           | 67.63      |            |  |           | 71.96      |   |  |   | 70.89      |   |  |   | 72.42      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss allowance to portfolio loans                         |  |                | 1.52       |           |  |           | 1.62       |            |  |           | 1.49       |   |  |   | 1.51       |   |  |   | 1.40       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss allowance to nonperforming loans                     |  |                | 95.68      |           |  |           | 128.40     |            |  |           | 112.04     |   |  |   | 108.32     |   |  |   | 77.11      |  
|                                                              
|                                                              
|                                                              
|                                                              
|CAPITAL RATIOS:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1 (leverage)  Company                                    |  |                | 6.14       |           |  |           | 5.93       |            |  |           | 6.02       |   |  |   | 5.97       |   |  |   | 5.83       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1 (leverage)  Bank                                       |  |                | 6.95       |           |  |           | 6.78       |            |  |           | 6.78       |   |  |   | 6.88       |   |  |   | 6.96       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1/risk-assets  Company                                   |  |                | 9.81       |           |  |           | 9.27       |            |  |           | 9.17       |   |  |   | 9.28       |   |  |   | 8.91       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1/risk assets  Bank                                      |  |                | 11.12      |           |  |           | 10.59      |            |  |           | 10.33      |   |  |   | 10.64      |   |  |   | 10.59      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Risk-based capital  Company                                   |  |                | 12.20      |           |  |           | 11.65      |            |  |           | 11.53      |   |  |   | 11.66      |   |  |   | 10.21      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Risk-based capital  Bank                                      |  |                | 12.41      |           |  |           | 11.89      |            |  |           | 11.63      |   |  |   | 11.94      |   |  |   | 11.88      |  
|                                                              
|                                                              
|                                                              
|                                                              
|OTHER DATA (at period-end):                                   
|                                                              
|                                                              
|                                                              
|                                                              
|Number of branch banking offices                               |  |                | 81         |           |  |           | 81         |            |  |           | 81         |   |  |   | 81         |   |  |   | 83         |  
|                                                              
|                                                              
|                                                              
|                                                              
|Number of full-time equivalent employees                       |  |                | 997        |           |  |           | 995        |            |  |           | 1,000      |   |  |   | 1,019      |   |  |   | 1,151      |  

12



---



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

|                                |                               |   |                |        |  |  |  |  |           |   |        |        |  |  |           |  |  |   |        |        |            |  |  |  |  |   |           |        |  |  |  |  |  |   |        |        |  |  |  |  | 
|------------------------------- | ----------------------------- | - | -------------- | ------ |  |  |  |  | --------- | - | ------ | ------ |  |  | --------- |  |  | - | ------ | ------ | ---------- |  |  |  |  | - | --------- | ------ |  |  |  |  |  | - | ------ | ------ |  |  |  |  | 
|                                |                               |   | Quarters Ended
|                                |                               |   |               
|                                |                               |   | June 2000      |        |  |  |  |  | Mar. 2000 |   |        |        |  |  | Dec. 1999 |  |  |   |        |        | Sept. 1999 |  |  |  |  |   | June 1999
|                                |                               |   |                |        |  |  |  |  |           |   |        |        |  |  |           |  |  |   |        |        |            |  |  |  |  |   |          
|Non-performing loans:          
|                               
|                               
|                               
|                               
|Residential first lien          |                               | $ | 26,284         |        |  |  |  |  |           | $ | 19,605 |        |  |  |           |  |  | $ | 19,654 |        |            |  |  |  |  | $ | 20,326    |        |  |  |  |  |  | $ | 25,621 |       
|                               
|                               
|                               
|                               
|Commercial real estate          |                               |   | 1,328          |        |  |  |  |  |           |   | 1,327  |        |  |  |           |  |  |   | 3,252  |        |            |  |  |  |  |   | 3,749     |        |  |  |  |  |  |   | 5,483  |       
|                               
|                               
|                               
|                               
|Multifamily residential         |                               |   |               |        |  |  |  |  |           |   |       |        |  |  |           |  |  |   |       |        |            |  |  |  |  |   |          |        |  |  |  |  |  |   | 182    |       
|                               
|                               
|                               
|                               
|Commercial (business)           |                               |   | 592            |        |  |  |  |  |           |   | 602    |        |  |  |           |  |  |   | 797    |        |            |  |  |  |  |   | 178       |        |  |  |  |  |  |   | 950    |       
|                               
|                               
|                               
|                               
|Home equity                     |                               |   | 831            |        |  |  |  |  |           |   | 1,841  |        |  |  |           |  |  |   | 833    |        |            |  |  |  |  |   | 440       |        |  |  |  |  |  |   | 872    |       
|                               
|                               
|                               
|                               
|Consumer & other                |                               |   | 178            |        |  |  |  |  |           |   | 183    |        |  |  |           |  |  |   | 140    |        |            |  |  |  |  |   | 83        |        |  |  |  |  |  |   | 72     |       
|                               
|                               
|                               
|                               
|High LTV                        |                               |   | 336            |        |  |  |  |  |           |   | 173    |        |  |  |           |  |  |   | 474    |        |            |  |  |  |  |   | 1,249     |        |  |  |  |  |  |   | 808    |       
|                                |                               |   |                |        |  |  |  |  |           |   |        |        |  |  |           |  |  |   |        |        |            |  |  |  |  |   |           |        |  |  |  |  |  |   |        |       
|                                | Total nonperforming loans (1) |   |                | 29,549 |  |  |  |  |           |   |        | 23,731 |  |  |           |  |  |   |        | 25,150 |            |  |  |  |  |   |           | 26,025 |  |  |  |  |  |   |        | 33,988 | 
|                               
|                               
|                               
|                               
|Other nonperforming receivables |                               |   | 687            |        |  |  |  |  |           |   | 711    |        |  |  |           |  |  |   | 736    |        |            |  |  |  |  |   | 761       |        |  |  |  |  |  |   | 820    |       
|                               
|                               
|                               
|                               
|Other real estate:             
|                               
|                               
|                               
|                               
|Residential                     |                               |   | 2,508          |        |  |  |  |  |           |   | 2,141  |        |  |  |           |  |  |   | 3,804  |        |            |  |  |  |  |   | 3,568     |        |  |  |  |  |  |   | 3,176  |       
|                               
|                               
|                               
|                               
|Commercial-bulk sale            |                               |   | 3,322          |        |  |  |  |  |           |   | 3,320  |        |  |  |           |  |  |   | 1,528  |        |            |  |  |  |  |   | 2,279     |        |  |  |  |  |  |   | 1,221  |       
|                                |                               |   |                |        |  |  |  |  |           |   |        |        |  |  |           |  |  |   |        |        |            |  |  |  |  |   |           |        |  |  |  |  |  |   |        |       
|                                | Total ORE                     |   |                | 5,830  |  |  |  |  |           |   |        | 5,461  |  |  |           |  |  |   |        | 5,332  |            |  |  |  |  |   |           | 5,847  |  |  |  |  |  |   |        | 4,397  | 
|                               
|                               
|                               
|                               
|                                | Total nonperforming assets    |   | $              | 36,066 |  |  |  |  |           |   | $      | 29,903 |  |  |           |  |  |   | $      | 31,218 |            |  |  |  |  |   | $         | 32,633 |  |  |  |  |  |   | $      | 39,205 | 
|                                |                               |   |                |        |  |  |  |  |           |   |        |        |  |  |           |  |  |   |        |        |            |  |  |  |  |   |           |        |  |  |  |  |  |   |        |       

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

|                                               |                      |                                    |       |   |          |        |      |   |        |        |      |   |        |        |       |   |        |        |      |   |        |        |  
|---------------------------------------------- | -------------------- | ---------------------------------- | ----- | - | -------- | ------ | ---- | - | ------ | ------ | ---- | - | ------ | ------ | ----- | - | ------ | ------ | ---- | - | ------ | ------ | -
|Memorandum:                                   
|                                              
|                                              
|                                              
|                                              
|Past due 90+ days-still accruing (incl. above) |                      | $                                  | 46    |   |          | $      | 4    |   |        | $      | 171  |   |        | $      | 1,273 |   |        | $      | 41   |  
|                                              
|                                              
|                                              
|                                              
|Nonperforming loans/portfolio loans            |                      |                                    | 1.58  | % |          |        | 1.26 | % |        |        | 1.33 | % |        |        | 1.39  | % |        |        | 1.81 | %
|                                              
|                                              
|                                              
|                                              
|Nonperforming assets/assets                    |                      |                                    | 1.41  |   |          |        | 1.14 |   |        |        | 1.22 |   |        |        | 1.30  |   |        |        | 1.52 |  
|                                              
|                                              
|                                              
|                                              
|ORE/assets                                     |                      |                                    | .23   |   |          |        | .21  |   |        |        | .21  |   |        |        | .23   |   |        |        | 0.17 |  
|                                              
|                                              
|                                              
|                                              
|Loan loss allowance to nonperforming loans:   
|                                              
|                                              
|                                              
|                                              
|                                               |                      | Originated portfolio               |       |   | 98.18    | %      |      |   | 143.60 | %      |      |   | 137.61 | %      |       |   | 121.52 | %      |      |   | 85.79  | %     
|                                              
|                                              
|                                              
|                                              
|                                               |                      | July 1997 Purchase                 |       |   | 1.94     |        |      |   | 2.43   |        |      |   |       |        |       |   | 35.21  |        |      |   | 34.03  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                      | March 1995 Purchase                |       |   | 1,136.17 |        |      |   | 228.45 |        |      |   | 246.89 |        |       |   | 153.85 |        |      |   | 128.73 |       
|                                              
|                                              
|                                              
|                                              
|                                               |                      | CrossLand portfolio                |       |   |         |        |      |   |       |        |      |   | 24.63  |        |       |   | 42.90  |        |      |   | 43.31  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                      | Other purchased portfolios         |       |   | 69.52    |        |      |   | 21.03  |        |      |   | 14.03  |        |       |   | 36.56  |        |      |   | 26.92  |       
|                                               |                      |                                    |       |   |          |        |      |   |        |        |      |   |        |        |       |   |        |        |      |  
|                                               |                      |                                    | Total |   |          | 95.68  | %    |   |        | 128.40 | %    |   |        | 112.04 | %     |   |        | 108.32 | %    |   |        | 77.11  | %
|                                               |                      |                                    |       |   |          |        |      |   |        |        |      |   |        |        |       |   |        |        |      |  
|Other loan delinquency data                   
|                                              
|                                              
|                                              
|                                              
|                                               | 30-89 days past due:
|                                              
|                                              
|                                              
|                                              
|                                               |                      | Residential first lien             |       | $ | 11,258   |        |      | $ | 23,305 |        |      | $ | 17,334 |        |       | $ | 14,180 |        |      | $ | 13,782 |       
|                                              
|                                              
|                                              
|                                              
|                                               |                      | Commercial real estate/multifamily |       |   | 1,925    |        |      |   | 915    |        |      |   | 5,282  |        |       |   | 314    |        |      |   | 4,140  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                      | Commercial (business)              |       |   | 686      |        |      |   | 824    |        |      |   | 1,190  |        |       |   | 1,535  |        |      |   | 1,872  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                      | Home equity                        |       |   | 1,290    |        |      |   | 1,351  |        |      |   | 1,864  |        |       |   | 1,399  |        |      |   | 3,082  |       
|                                              
|                                              
|                                              
|                                              
|                                               |                      | Consumer & other                   |       |   | 378      |        |      |   | 364    |        |      |   | 479    |        |       |   | 491    |        |      |   | 293    |       
|                                              
|                                              
|                                              
|                                              
|                                               |                      | High LTV                           |       |   | 2,890    |        |      |   | 2,385  |        |      |   | 3,301  |        |       |   | 2,253  |        |      |   | 1,265  |       
|                                               |                      |                                    |       |   |          |        |      |   |        |        |      |   |        |        |       |   |        |        |      |  
|                                               |                      |                                    | Total |   | $        | 18,427 |      |   | $      | 29,144 |      |   | $      | 29,450 |       |   | $      | 20,172 |      |   | $      | 24,434 |  
|                                               |                      |                                    |       |   |          |        |      |   |        |        |      |   |        |        |       |   |        |        |      |  

13



---



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

|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |           |     |  
|------------------------------------------------------------ | ----- | ----- | ------- | -------------- | ---- | --------- | ------- | --------- | --- | ---------- | ------- | --------- | --- | - | ------- | --------- | --- | - | ------- | --------- | --- | -
|                                                             |       |       |         | Quarters Ended
|                                                             |       |       |         |               
|                                                             |       |       |         | June 2000      |      | Mar. 2000 |         | Dec. 1999 |     | Sept. 1999 |         | June 1999
|                                                             |       |       |         |                |      |           |         |           |     |            |         |          
|Daily average loans outstanding:                            
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       | $     | 735,289 |                |      | $         | 748,869 |           |     | $          | 757,410 |           |     | $ | 768,772 |           |     | $ | 801,171 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |       | 71,124  |                |      |           | 81,049  |           |     |            | 95,654  |           |     |   | 103,847 |           |     |   | 120,866 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Subprime mortgages                                           |       |       | 73,570  |                |      |           | 78,118  |           |     |            | 82,167  |           |     |   | 84,919  |           |     |   | 79,712  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |       | 728,835 |                |      |           | 714,664 |           |     |            | 672,858 |           |     |   | 641,950 |           |     |   | 622,678 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |       | 100,975 |                |      |           | 80,728  |           |     |            | 78,213  |           |     |   | 82,769  |           |     |   | 59,397  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |       | 64,308  |                |      |           | 63,554  |           |     |            | 63,632  |           |     |   | 65,318  |           |     |   | 69,511  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |       | 24,937  |                |      |           | 23,719  |           |     |            | 25,406  |           |     |   | 30,193  |           |     |   | 30,254  |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |       | 87,269  |                |      |           | 90,142  |           |     |            | 98,565  |           |     |   | 102,674 |           |     |   | 106,168 |          
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          
|                                                             | Total |       | $       | 1,886,307      |      |           | $       | 1,880,843 |     |            | $       | 1,873,905 |     |   | $       | 1,880,442 |     |   | $       | 1,889,757 |    
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          
|Allowance for loan losses at beginning of period             |       | $     | 30,470  |                |      | $         | 28,177  |           |     | $          | 28,189  |           |     | $ | 26,209  |           |     | $ | 27,442  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Loan discount (net) allocated to
(from) purchased portfolios |       |       |        |                |      |           | (5      | )         |     |            | (470    | )         |     |   |        |           |     |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Provision for loan losses                                    |       |       | 5,000   |                |      |           | 4,400   |           |     |            | 3,120   |           |     |   | 3,871   |           |     |   | 1,410   |          
|                                                            
|                                                            
|                                                            
|                                                            
|Acquired reserve-purchased loans                             |       |       |        |                |      |           |        |           |     |            |        |           |     |   |        |           |     |   | 275     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Charge-offs:                                                
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |       | (374    | )              |      |           | (463    | )         |     |            | (468    | )         |     |   | (534    | )         |     |   | (690    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |       | (4,412  | )              |      |           | (66     | )         |     |            |        |           |     |   |        |           |     |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Subprime mortgages                                           |       |       | (290    | )              |      |           | (319    | )         |     |            | (305    | )         |     |   | (239    | )         |     |   | (35     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |       | (1      | )              |      |           |        |           |     |            | (167    | )         |     |   | (20     | )         |     |   | (634    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |       | (3      | )              |      |           |        |           |     |            | (115    | )         |     |   | (56     | )         |     |   | (176    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |       | (945    | )              |      |           |        |           |     |            |        |           |     |   | (312    | )         |     |   | (386    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |       | (44     | )              |      |           | (34     | )         |     |            | (155    | )         |     |   | (96     | )         |     |   | (140    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |       | (82     | )              |      |           | (32     | )         |     |            | (14     | )         |     |   | (77     | )         |     |   | (35     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |       | (1,299  | )              |      |           | (1,835  | )         |     |            | (1,620  | )         |     |   | (863    | )         |     |   | (1,468  | )        
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          
|                                                             | Total |       |         | (7,450         | )    |           |         | (2,749    | )   |            |         | (2,844    | )   |   |         | (2,197    | )   |   |         | (3,564    | )  
|                                                            
|                                                            
|                                                            
|                                                            
|Recoveries:                                                 
|Residential first lien                                       |       |       | 31      |                |      |           | 48      |           |     |            | 4       |           |     |   | 110     |           |     |   | 559     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |       | 10      |                |      |           |        |           |     |            |        |           |     |   |        |           |     |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Subprime mortgages                                           |       |       | 4       |                |      |           |        |           |     |            |        |           |     |   |        |           |     |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |       | 3       |                |      |           | 287     |           |     |            | 8       |           |     |   | 2       |           |     |   | 3       |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |       | 9       |                |      |           | 29      |           |     |            | 13      |           |     |   | 44      |           |     |   | 16      |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |       | 9       |                |      |           | 4       |           |     |            | 25      |           |     |   | 21      |           |     |   | 6       |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |       | 12      |                |      |           | 11      |           |     |            | 11      |           |     |   | 29      |           |     |   | 35      |          
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |       | 5       |                |      |           | 2       |           |     |            | 24      |           |     |   | 16      |           |     |   | 7       |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |       | 170     |                |      |           | 266     |           |     |            | 97      |           |     |   | 84      |           |     |   | 20      |          
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          
|                                                             | Total |       |         | 253            |      |           |         | 647       |     |            |         | 182       |     |   |         | 306       |     |   |         | 646       |    
|                                                            
|                                                            
|                                                            
|                                                            
|Net (charge-offs) recoveries:                               
|Residential first lien                                       |       |       | (343    | )              |      |           | (415    | )         |     |            | (464    | )         |     |   | (424    | )         |     |   | (131    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |       | (4,402  | )              |      |           | (66     | )         |     |            |        |           |     |   |        |           |     |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Subprime mortgages                                           |       |       | (286    | )              |      |           | (319    | )         |     |            | (305    | )         |     |   | (239    | )         |     |   | (35     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |       | 2       |                |      |           | 287     |           |     |            | (159    | )         |     |   | (18     | )         |     |   | (631    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |       | 6       |                |      |           | 29      |           |     |            | (102    | )         |     |   | (12     | )         |     |   | (160    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |       | (936    | )              |      |           | 4       |           |     |            | 25      |           |     |   | (291    | )         |     |   | (380    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |       | (32     | )              |      |           | (23     | )         |     |            | (144    | )         |     |   | (67     | )         |     |   | (105    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |       | (77     | )              |      |           | (30     | )         |     |            | 10      |           |     |   | (61     | )         |     |   | (28     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |       | (1,129  | )              |      |           | (1,569  | )         |     |            | (1,523  | )         |     |   | (779    | )         |     |   | (1,448  | )        
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          
|                                                             | Total |       |         | (7,197         | )    |           |         | (2,102    | )   |            |         | (2,662    | )   |   |         | (1,891    | )   |   |         | (2,918    | )  
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          
|Allowance for loan losses at end of period                   |       | $     | 28,273  |                |      | $         | 30,470  |           |     | $          | 28,177  |           |     | $ | 28,189  |           |     | $ | 26,209  |          
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          
|Net charge-offs (recoveries) to average loans-annualized:   
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |       | .19     | %              |      |           | .22     | %         |     |            | .25     | %         |     |   | .22     | %         |     |   | .06     | %        
|                                                            
|                                                            
|                                                            
|                                                            
|Warehouse lines of credit                                    |       |       | 24.76   |                |      |           | .33     |           |     |            |        |           |     |   |        |           |     |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Subprime mortgages                                           |       |       | 1.55    |                |      |           | 1.63    |           |     |            | 1.48    |           |     |   | 1.13    |           |     |   | .18     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |       |        |                |      |           | (.16    | )         |     |            | .09     |           |     |   | .01     |           |     |   | .47     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |       | (.02    | )              |      |           | (.14    | )         |     |            | .52     |           |     |   | .03     |           |     |   | .36     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |       | 5.82    |                |      |           | (.03    | )         |     |            | (.16    | )         |     |   | 1.78    |           |     |   | 2.19    |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |       | .51     |                |      |           | .39     |           |     |            | 2.27    |           |     |   | .89     |           |     |   | 1.39    |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |       | 5.17    |                |      |           | 6.96    |           |     |            | 6.18    |           |     |   | 3.03    |           |     |   | 5.46    |          
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          
|                                                             |       | Total |         |                | 1.53 | %         |         |           | .45 | %          |         |           | .57 | % |         |           | .40 | % |         |           | .62 | %
|                                                             |       |       |         |                |      |           |         |           |     |            |         |           |     |   |         |           |     |   |         |          

14



---



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

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

Overview

At June 30, 2000, the Company had total assets of $2.55 billion, stockholders
equity of $173.3 million and a book value per share of $15.32, compared with
total assets of $2.57 billion, stockholders equity of $170.2 million and a
book value of $15.06 at December 31, 1999. Loans, net of allowances for loan
losses, were $1.84 billion at June 30, 2000, compared with $1.86 billion at
December 31, 1999, while total deposits were $2.25 billion, a decrease of $29.8
million from $2.28 billion at year-end 1999.

Investment Securities, Commercial Paper, Mortgage-Backed and Mortgage-Related Securities

Available for sale investments at June 30, 2000 were comprised of U.S.
Treasury and mortgage-backed securities issued by federal agencies totaling
$466.2 million compared to $453.0 million at the end of last year.
Mortgage-backed securities increased $60.6 million, while commercial paper
totaling $39.9 million matured without replacement. Mortgage-related
securities in the trading category amounted to $37.3 million at June 30, 2000,
a $1.9 million decrease from $39.2 million at December 31, 1999. These trading
assets consisted of: (1) a $10.9 million subordinate tranche purchased from
our securitization of High LTV Loans in June 1998; (2) $22.5 million in
overcollateralization and residual interests in cash flows from
securitizations in December 1997 and June 1998; and (3) the excess spread on
mortgage servicing rights, which amounted to $3.9 million at year-end 1999.

Loans

Total loans declined by $25.3 million from $1.89 billion at the prior year-end
to $1.86 billion at June 30, 2000. Payoffs and other reductions of warehouse
lines of credit and residential mortgages more than offset increases in
commercial and consumer loans. Warehouse lines of credit decreased $29.5
million, subprime mortgages decreased $8.2 million and conventional/government
residential loans declined by $29.7 million. High LTV Loans decreased by $6.6
million. Commercial loans increased $26.3 million and home equity loans
increased $14.7 million, while commercial real estate loans and business loans
secured by real estate increased $6.7 million.

Allowance for Loan Losses

The allowance for loan losses amounted to $28.3 million (1.52% of portfolio
loans) at June 30, 2000, compared with $28.2 million (1.49% of portfolio loans)
at December 31, 1999. Activity to the allowance in 2000 included provisions
for loan losses of $9.4 million less loan charge-offs (net of recoveries) of
$9.3 million. Of the net amount of charge-offs, $4.4 million resulted from
charging off as uncollectible a portion of several mortgage warehouse lines of
credit. The remainder resulted from charge-offs of High LTV, home equity and
residential loans deemed uncollectible. At June 30, 2000, the ratio of the
allowance for loan losses to nonperforming loans was 95.68% compared to 112.04%
at the end of 1999.

Nonperforming Assets

Nonperforming assets amounted to $36.1 million (1.41% of total assets) at June
30, 2000, compared with $31.2 million (1.22% of total assets) at December 31,
1999. Nonperforming loans totaled $29.5 million at June 30, 2000, an increase
of $4.4 million from the prior year-end total of $25.2 million. Nonperforming
one-to-four family residential mortgage loans increased by $5.3 million,
primarily from transferring a $5.0 million condominium development loan to
nonperforming status in the second quarter of 2000. Nonperforming mortgage
warehouse lines of credit increased $2.0 million. Nonperforming commercial
real estate and commercial (business) loans decreased $2.1 million and
nonperforming High LTV Loans and subprime mortgages decreased

15



---



$138,000 and $693,000, respectively. ORE balances increased $498,000 to $5.8
million, primarily from the transfer of land and building, acquired in a
previous merger but no longer used for banking purposes, from premises and
equipment to other real estate.

Deposits

Total deposits were $2.25 billion at June 30, 2000, a $29.8 million decrease
from the prior year-end. Certificates of deposit declined by $38.4 million
which reflects the increasingly competitive market for deposit accounts. This
was partially offset by increases in checking, savings and money market
deposits. Checking accounts (including non-retail deposits such as official
checks) increased by $6.1 million while money market and savings deposits grew
by $2.4 million. Total deposits from the 24 branches, which comprised our 1998
and 1999 branch expansion program, have increased by $57.7 million to $259.5
million at June 30, 2000.

Holding Company Debt

Holding company debt decreased by $499,000 to $26.1 million at June 30, 2000.
Holding company debt at June 30, 2000 consisted of senior debt to SunTrust of
$7.5 million, term subordinated debt payable to several of the Companys
current and former directors of $2.8 million, $1.2 million of an unsecured note
from Mr. William R. Hough, the Companys chairman of the board (see Note 7.
Related Party Transactions) and $14.7 million of convertible subordinated
debentures. The senior debt requires monthly principal payments of $278,000
plus interest at Libor plus 1.75% and a balloon payment on March 31, 2001 of
approximately $5.0 million. The unsecured note from the Companys chairman
also matures on March 31, 2001. The term subordinated debt and convertible
subordinated debt mature on September 22, 2006 and October 1, 2014,
respectively.

Stockholders Equity

Stockholders equity was $173.3 million at June 30, 2000, or 6.8% of total
assets, compared to $170.2 million or 6.6% of total assets at December 31,
1999. At June 30, 2000, the Banks tier 1 (leverage) capital ratio was 6.95%,
its tier 1 (risk-based) capital ratio was 11.12%, and its total risk-based
capital ratio was 12.41%, all in excess of minimum FDIC guidelines for an
institution to be considered a well-capitalized bank. The same ratios for
the Company at June 30, 2000 were 6.14%, 9.81%, and 12.20%, respectively.

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

Overview

Net income for the second quarter of 2000 was $1.7 million, or $.15 per share
(on a diluted basis), compared with $3.0 million, or $.26 per share, on the
same basis for the same period in 1999. In the current quarter the Company
recorded a $5.0 million loan loss provision and a $793,000 trading loss on its
residual interest in two High LTV Loan securitizations, compared with a $1.4
million loan loss provision and a $109,000 trading loss in 1999. Net income
before tax for 1999 included $464,000 in gains on sale of loans in addition to
a lesser loss provision.

Analysis of Net Interest Income (see table on page 17)

Net interest income for the three months ended June 30, 2000 was $24.0 million
compared with $22.8 million for the same period last year, a $1.2 million or
5.5% increase. Interest income was $50.8 million for the second quarter of
2000, an increase of $3.9 million over the same period in 1999. Interest
expense increased by $2.6 million from $24.2 million in 1999 to $26.8 million
in 2000. Average asset yield increased by 29 basis points from 8.03% for the
same period of 1999 to 8.32% for 2000, primarily as a result of a 25 basis
point increase in loan portfolio yield. The average cost of interest-bearing
liabilities also increased by 34 basis points from 4.50% to 4.84%, primarily
due to an increasingly competitive market for deposit accounts and a rising
interest rate environment. Net interest margin, which includes the benefit of
noninterest bearing funds, increased from 3.87% for the second quarter of 1999
to 3.89% for the second quarter of 2000 while net interest spread decreased
from 3.53% for the second quarter of 1999 to 3.49% for the second quarter of
2000.

16



---



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 June 30, 2000 and 1999 ($ in thousands; unaudited):

|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |           |         |   |        |        |  |  |      |      |  
|--------------------------------------- | ---------------------------------- | ------- | --------------------------- | --------- | ---- | ---- | ------ | ------- | ------- | -------- | ------- | ---- | - |  | ------ | --------- | ------- | - | ------ | ------ |  |  | ---- | ---- | -
|                                        |                                    |         | Three Months Ended June 30,
|                                        |                                    |         |                            
|                                        |                                    |         | 2000                        |           | 1999
|                                        |                                    |         |                             |           |     
|                                        |                                    |         | Average                     |           |      |      |        |         | Average |          | Average |      |   |  |        |           | Average
|Summary of Average Rates                |                                    | Balance |                             | Interest  |      | Rate |        | Balance |         | Interest |         | Rate
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |     
|Interest earning assets:               
|                                       
|                                       
|                                       
|                                       
|                                        | Loans, net                         |         | $                           | 1,886,291 |      |      | $      | 42,153  |         |          |         | 8.90 | % |  | $      | 1,889,757 |         |   | $      | 40,951 |  |  |      | 8.65 | %
|                                       
|                                       
|                                       
|                                       
|Investment securities                   |                                    |         | 19,991                      |           |      |      | 301    |         |         |          | 6.04    |      |   |  | 37,497 |           |         |   | 490    |        |  |  | 5.23 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Mortgage-backed securities         |         |                             | 389,733   |      |      |        | 6,463   |         |          |         | 6.63 |   |  |        | 222,391   |         |   |        | 3,324  |  |  |      | 5.98 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Trading securities                 |         |                             | 38,418    |      |      |        | 293     |         |          |         | 3.05 |   |  |        | 65,530    |         |   |        | 689    |  |  |      | 4.21 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Commercial paper                   |         |                             |          |      |      |        |        |         |          |         |     |   |  |        |          |         |   |        |       |  |  |      |     |  
|                                       
|                                       
|                                       
|                                       
|                                        | Interest bearing deposits in banks |         |                             | 5,316     |      |      |        | 89      |         |          |         | 6.75 |   |  |        | 10,623    |         |   |        | 125    |  |  |      | 4.71 |  
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB stock                         |         |                             | 13,816    |      |      |        | 265     |         |          |         | 7.73 |   |  |        | 13,939    |         |   |        | 258    |  |  |      | 7.44 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Federal funds sold                 |         |                             | 82,620    |      |      |        | 1,282   |         |          |         | 6.14 |   |  |        | 94,964    |         |   |        | 1,128  |  |  |      | 4.70 |  
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |           |         |   |        |       
|                                        | Total interest earning assets      |         |                             | 2,436,185 |      |      |        | 50,846  |         |          |         | 8.32 |   |  |        | 2,334,701 |         |   |        | 46,965 |  |  |      | 8.03 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Noninterest earning assets         |         |                             | 145,957   |      |      |        |         |         |          |         |      |   |  |        | 175,148   |        
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |          
|                                        | Total assets                       |         | $                           | 2,582,142 |      |      |        |         |         |          |         |      |   |  | $      | 2,509,849 |        
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |          
|Interest bearing liabilities:          
|                                       
|                                       
|                                       
|                                       
|                                        | Interest checking                  |         | $                           | 184,023   |      |      | $      | 358     |         |          |         | .78  | % |  | $      | 179,144   |         |   | $      | 343    |  |  |      | .77  | %
|                                       
|                                       
|                                       
|                                       
|                                        | Money market                       |         |                             | 282,095   |      |      |        | 3,060   |         |          |         | 4.36 |   |  |        | 196,701   |         |   |        | 1,825  |  |  |      | 3.72 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Savings                            |         |                             | 62,501    |      |      |        | 255     |         |          |         | 1.64 |   |  |        | 70,915    |         |   |        | 273    |  |  |      | 1.55 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Passbook Gold                      |         |                             | 183,790   |      |      |        | 1,865   |         |          |         | 4.08 |   |  |        | 287,715   |         |   |        | 2,983  |  |  |      | 4.16 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Time deposits                      |         |                             | 1,450,836 |      |      |        | 20,187  |         |          |         | 5.60 |   |  |        | 1,348,788 |         |   |        | 17,734 |  |  |      | 5.27 |  
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB advances                      |         |                             | 766       |      |      |        | 13      |         |          |         | 6.85 |   |  |        |          |         |   |        |       |  |  |      |     |  
|                                       
|                                       
|                                       
|                                       
|                                        | Subordinated debt                  |         |                             | 14,688    |      |      |        | 265     |         |          |         | 7.23 |   |  |        |          |         |   |        |       |  |  |      |     |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other holding company debt         |         |                             | 10,856    |      |      |        | 262     |         |          |         | 9.65 |   |  |        | 32,000    |         |   |        | 573    |  |  |      | 7.16 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other borrowings                   |         |                             | 42,617    |      |      |        | 571     |         |          |         | 5.39 |   |  |        | 43,877    |         |   |        | 471    |  |  |      | 4.29 |  
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |           |         |   |        |       
|                                        | Total interest bearing liabilities |         |                             | 2,232,172 |      |      |        | 26,836  |         |          |         | 4.84 |   |  |        | 2,159,140 |         |   |        | 24,202 |  |  |      | 4.50 |  
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |           |         |   |        |       
|                                        | Noninterest bearing liabilities    |         |                             | 180,407   |      |      |        |         |         |          |         |      |   |  |        | 185,463   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Stockholders equity               |         |                             | 169,563   |      |      |        |         |         |          |         |      |   |  |        | 165,246   |        
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |          
|                                        | Total liabilities and equity       |         | $                           | 2,582,142 |      |      |        |         |         |          |         |      |   |  | $      | 2,509,849 |        
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |          
|Net interest income/net interest spread |                                    |         |                             |           |      | $    | 24,010 |         |         |          | 3.49    | %    |   |  |        |           |         | $ | 22,763 |        |  |  | 3.53 | %   
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |           |         |   |        |        |  |  |      |     
|Net interest margin                     |                                    |         |                             |           |      |      |        |         |         |          | 3.89    | %    |   |  |        |           |         |   |        |        |  |  | 3.87 | %   
|                                        |                                    |         |                             |           |      |      |        |         |         |          |         |      |   |  |        |           |         |   |        |        |  |  |      |     

|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |        |       | 
|------------------------------------------ | ---------------------------------- | ------------------------------- | ----- | -------------------------- | ----- | ----- | ----- | ----- | ----- | - | ----- | ------ | ----- | 
|                                           |                                    |                                 |       | Increase (Decrease) Due to
|                                           |                                    |                                 |       |                           
|Changes in Net Interest Income             |                                    | Volume                          |       | Rate                       |       | Total
|                                           |                                    |                                 |       |                            |       |      
|Interest earning assets:                  
|                                          
|                                          
|                                          
|                                          
|                                           | Loans, net                         |                                 | $     | 41                         |       |       | $     | 1,161 |       |   | $     | 1,202  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Investment securities              |                                 |       | (208                       | )     |       |       | 19    |       |   |       | (189   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Mortgage-backed securities         |                                 |       | 2,752                      |       |       |       | 387   |       |   |       | 3,139  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Trading securities                 |                                 |       | (211                       | )     |       |       | (185  | )     |   |       | (396   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Commercial paper                   |                                 |       |                           |       |       |       |      |       |   |       |       |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest bearing deposits in banks |                                 |       | (78                        | )     |       |       | 42    |       |   |       | (36    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB stock                         |                                 |       | (2                         | )     |       |       | 9     |       |   |       | 7      |      
|                                          
|                                          
|                                          
|                                          
|                                           | Federal funds sold                 |                                 |       | (160                       | )     |       |       | 314   |       |   |       | 154    |      
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|                                           |                                    | Total change in interest income |       |                            | 2,134 |       |       |       | 1,747 |   |       |        | 3,881 | 
|                                          
|                                          
|                                          
|                                          
|Interest bearing liabilities:             
|                                          
|                                          
|                                          
|                                          
|                                           | Interest checking                  |                                 |       | 9                          |       |       |       | 6     |       |   |       | 15     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Money market                       |                                 |       | 885                        |       |       |       | 350   |       |   |       | 1,235  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Savings                            |                                 |       | (34                        | )     |       |       | 16    |       |   |       | (18    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Passbook Gold                      |                                 |       | (1,063                     | )     |       |       | (55   | )     |   |       | (1,118 | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Time deposits                      |                                 |       | 1,825                      |       |       |       | 628   |       |   |       | 2,453  |      
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB advances                      |                                 |       | 13                         |       |       |       |      |       |   |       | 13     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Subordinated debt                  |                                 |       | 265                        |       |       |       |      |       |   |       | 265    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other holding company debt         |                                 |       | (465                       | )     |       |       | 154   |       |   |       | (311   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Other borrowings                   |                                 |       | (12                        | )     |       |       | 112   |       |   |       | 100    |      
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|Total change in interest expense           |                                    |                                 | 1,423 |                            |       |       | 1,211 |       |       |   | 2,634 |       
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|Increase (decrease) in net interest income |                                    | $                               | 711   |                            |       | $     | 536   |       |       | $ | 1,247 |       
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       

17



---



Noninterest Income

Noninterest income for the three months ended June 30, 2000 was $4.2 million
compared with $5.8 million for the same period of 1999, a decrease of $1.6
million. A trading loss of $793,000 on the residual assets from securitizing
High LTV Loans in prior years was recorded in the second quarter this year
compared to a similar trading loss of $109,000 for the second quarter last
year. Gains on sale of loans were $464,000 in 1999 compared to a loss of sale
on loans of $1,000 in 2000. Other changes included a $204,000 decrease in
loan service fees and a $604,000 decline in other income primarily from a
one-time recovery of a reserve fund of $491,000 recorded in 1999. These
declines were partially offset by a $394,000 increase in service charges on
deposit accounts and other deposit-related fee income sources.

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

|                                    |  |                                     |       |      |  |            |       |   |  |          |        |  
|----------------------------------- |  | ----------------------------------- | ----- | ---- |  | ---------- | ----- | - |  | -------- | ------ | -
|                                    |  | For the Three Months Ended June 30,
|                                    |  |                                    
|                                    |  |                                     |       |      |  |            |       |   |  | Increase
|                                    |  | 2000                                |       | 1999 |  | (Decrease)
|                                    |  |                                     |       |      |  |           
|Service charges on deposit accounts |  | $                                   | 1,903 |      |  | $          | 1,509 |   |  | $        | 394    |  
|                                   
|                                   
|                                   
|                                   
|Loan service fees                   |  |                                     | 1,514 |      |  |            | 1,718 |   |  |          | (204   | )
|                                   
|                                   
|                                   
|                                   
|Other loan fee income               |  |                                     | 1,011 |      |  |            | 1,051 |   |  |          | (40    | )
|                                   
|                                   
|                                   
|                                   
|(Loss) gain on sale of loans, net   |  |                                     | (1    | )    |  |            | 464   |   |  |          | (465   | )
|                                   
|                                   
|                                   
|                                   
|Loss on sale of securities, net     |  |                                     | (4    | )    |  |            |      |   |  |          | (4     | )
|                                   
|                                   
|                                   
|                                   
|Net trading account loss            |  |                                     | (793  | )    |  |            | (109  | ) |  |          | (684   | )
|                                   
|                                   
|                                   
|                                   
|Foreign exchange income             |  |                                     | 14    |      |  |            | 29    |   |  |          | (15    | )
|                                   
|                                   
|                                   
|                                   
|Other income                        |  |                                     | 534   |      |  |            | 1,138 |   |  |          | (604   | )
|                                    |  |                                     |       |      |  |            |       |   |  |          |        |  
|Total noninterest income            |  | $                                   | 4,178 |      |  | $          | 5,800 |   |  | $        | (1,622 | )
|                                    |  |                                     |       |      |  |            |       |   |  |          |        |  

Noninterest Expense

Operating expenses for the second quarter of 2000 were $18.6 million compared
with $20.7 million for the same period last year, a decrease of $2.1 million
or 10%. This improvement is primarily due to a $1.3 million decrease in
salary and benefits expenses, a $103,000 decrease in telephone expense and a
$363,000 decrease in postage and supplies expense, resulting primarily from
the 1999 closing of the Banks mortgage banking division. Total noninterest
expenses, which includes operating expenses, were $19.6 million for the three
months ended June 30, 2000 compared with $21.5 million for the same period
last year.

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

|                                                 |  |                                     |        |      |  |            |        |   |  |          |        |  
|------------------------------------------------ |  | ----------------------------------- | ------ | ---- |  | ---------- | ------ | - |  | -------- | ------ | -
|                                                 |  | For the Three Months Ended June 30,
|                                                 |  |                                    
|                                                 |  |                                     |        |      |  |            |        |   |  | Increase
|                                                 |  | 2000                                |        | 1999 |  | (Decrease)
|                                                 |  |                                     |        |      |  |           
|Salaries and benefits                            |  | $                                   | 9,161  |      |  | $          | 10,422 |   |  | $        | (1,261 | )
|                                                
|                                                
|                                                
|                                                
|Net occupancy expense                            |  |                                     | 4,033  |      |  |            | 3,869  |   |  |          | 164    |  
|                                                
|                                                
|                                                
|                                                
|Advertising and marketing                        |  |                                     | 251    |      |  |            | 225    |   |  |          | 26     |  
|                                                
|                                                
|                                                
|                                                
|Data processing fees and services                |  |                                     | 1,196  |      |  |            | 1,242  |   |  |          | (46    | )
|                                                
|                                                
|                                                
|                                                
|FDIC and state assessments                       |  |                                     | 355    |      |  |            | 301    |   |  |          | 54     |  
|                                                
|                                                
|                                                
|                                                
|Telephone expense                                |  |                                     | 351    |      |  |            | 454    |   |  |          | (103   | )
|                                                
|                                                
|                                                
|                                                
|Postage and supplies                             |  |                                     | 683    |      |  |            | 1,046  |   |  |          | (363   | )
|                                                
|                                                
|                                                
|                                                
|Legal and professional                           |  |                                     | 343    |      |  |            | 266    |   |  |          | 77     |  
|                                                
|                                                
|                                                
|                                                
|Other operating expense                          |  |                                     | 2,239  |      |  |            | 2,860  |   |  |          | (621   | )
|                                                 |  |                                     |        |      |  |            |        |   |  |          |        |  
|Total operating expenses                         |  |                                     | 18,612 |      |  |            | 20,685 |   |  |          | (2,073 | )
|                                                
|                                                
|                                                
|                                                
|ORE expense, net of ORE income                   |  |                                     | 30     |      |  |            | (130   | ) |  |          | 160    |  
|                                                
|                                                
|                                                
|                                                
|Amortization of premium on deposits
and goodwill |  |                                     | 964    |      |  |            | 970    |   |  |          | (6     | )
|                                                 |  |                                     |        |      |  |            |        |   |  |          |        |  
|Total noninterest expense                        |  | $                                   | 19,606 |      |  | $          | 21,525 |   |  | $        | (1,919 | )
|                                                 |  |                                     |        |      |  |            |        |   |  |          |        |  

18



---



Comparison of Results of Operations for the Six Months Ended June 30, 2000 and 1999

Overview

Net income for the first half of 2000 was $3.3 million, or $.30 per share (on
a diluted basis), compared with net income of $5.8 million, or $.52 per share,
on the same basis for the same period in 1999.

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

Net interest income for the six months ended June 30, 2000 was $47.7 million
compared with $45.2 million for the same period last year, a $2.5 million or a
5.5% increase. Interest income was $100.4 million for the first six months of
2000, an increase of $6.8 million over the same period in 1999. Interest
expense increased by $4.3 million. Average asset yield increased by 19 basis
points from 8.05% for the same period in 1999 to 8.24% for 2000. The average
cost of interest-bearing liabilities also increased by 20 basis points from
4.55% to 4.75%. As a result, net interest margin, which includes the benefit
of noninterest bearing funds, increased by 4 basis points from 3.84% for 1999
to 3.88% for 2000 and net interest spread remained relatively level at 3.49%
for the first six months of 2000.

Noninterest Income

Noninterest income for the six months ended June 30, 2000 was $9.1 million
compared with $13.2 million for the same period in 1999, a decrease of $4.1
million. Gains on sale of loans from mortgage banking activities in 1999
accounted for $3.2 million of the decrease and a trading loss of $935,000 in
2000 versus a trading loss of $245,000 in 1999 accounted for $690,000 and
lower service fee revenue from a declining loan servicing portfolio accounted
for $391,000 of the decrease. Other loan fee income increased $25,000, while
service charges on deposit accounts and other deposit-related fee income
sources increased by $927,000.

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

|                                    |  |                                   |       |      |  |            |        |   |  |          |        |  
|----------------------------------- |  | --------------------------------- | ----- | ---- |  | ---------- | ------ | - |  | -------- | ------ | -
|                                    |  | For the Six Months Ended June 30,
|                                    |  |                                  
|                                    |  |                                   |       |      |  |            |        |   |  | Increase
|                                    |  | 2000                              |       | 1999 |  | (Decrease)
|                                    |  |                                   |       |      |  |           
|Service charges on deposit accounts |  | $                                 | 3,890 |      |  | $          | 2,963  |   |  | $        | 927    |  
|                                   
|                                   
|                                   
|                                   
|Loan service fees                   |  |                                   | 3,212 |      |  |            | 3,603  |   |  |          | (391   | )
|                                   
|                                   
|                                   
|                                   
|Other loan fee income               |  |                                   | 1,978 |      |  |            | 1,953  |   |  |          | 25     |  
|                                   
|                                   
|                                   
|                                   
|Gains on sales of loans, net        |  |                                   | 20    |      |  |            | 3,258  |   |  |          | (3,238 | )
|                                   
|                                   
|                                   
|                                   
|Loss on sale of securities, net     |  |                                   | (1    | )    |  |            |       |   |  |          | (1     | )
|                                   
|                                   
|                                   
|                                   
|Net trading account (loss) gain     |  |                                   | (935  | )    |  |            | (245   | ) |  |          | (690   | )
|                                   
|                                   
|                                   
|                                   
|Foreign exchange income             |  |                                   | 53    |      |  |            | 58     |   |  |          | (5     | )
|                                   
|                                   
|                                   
|                                   
|Other income                        |  |                                   | 892   |      |  |            | 1,573  |   |  |          | (681   | )
|                                    |  |                                   |       |      |  |            |        |   |  |          |        |  
|Total noninterest income            |  | $                                 | 9,109 |      |  | $          | 13,163 |   |  | $        | (4,054 | )
|                                    |  |                                   |       |      |  |            |        |   |  |          |        |  

19



---



The following table summarizes the average yields earned on interest-earning
assets and the average rates paid on interest-bearing liabilities for the six
months ended June 30, 2000 and 1999 ($ in thousands; unaudited):

|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |           |         |   |        |        |  |  |      |      | 
|--------------------------------------- | ---------------------------------- | ------------------------- | --------- | --------- |  | ---- | ------- | ------- | ------- | -------- | ------- | ---- |  | - | --------- | --------- | ------- | - | ------ | ------ |  |  | ---- | ---- | 
|                                        |                                    | Six Months Ended June 30,
|                                        |                                    |                          
|                                        |                                    | 2000                      |           | 1999     
|                                        |                                    |                           |           |          
|                                        |                                    |                           | Average   |           |  |      |         |         | Average |          | Average |      |  |   |           |           | Average
|Summary of Average Rates                |                                    | Balance                   |           | Interest  |  | Rate |         | Balance |         | Interest |         | Rate
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |     
|Interest earning assets:               
|                                       
|                                       
|                                       
|                                       
|Loans, net                              |                                    | $                         | 1,883,567 |           |  | $    | 83,484  |         |         |          | 8.83    | %    |  | $ | 1,955,523 |           |         | $ | 84,033 |        |  |  | 8.58 | %   
|                                       
|                                       
|                                       
|                                       
|Investment securities                   |                                    |                           | 22,610    |           |  |      | 654     |         |         |          | 5.80    |      |  |   | 39,910    |           |         |   | 1,026  |        |  |  | 5.17 |     
|                                       
|                                       
|                                       
|                                       
|Mortgage-backed securities              |                                    |                           | 380,220   |           |  |      | 12,457  |         |         |          | 6.55    |      |  |   | 130,141   |           |         |   | 3,918  |        |  |  | 6.02 |     
|                                       
|                                       
|                                       
|                                       
|Trading securities                      |                                    |                           | 38,725    |           |  |      | 585     |         |         |          | 3.02    |      |  |   | 74,270    |           |         |   | 1,639  |        |  |  | 4.41 |     
|                                       
|                                       
|                                       
|                                       
|Commercial paper                        |                                    |                           | 3,774     |           |  |      | 112     |         |         |          | 5.87    |      |  |   |          |           |         |   |       |        |  |  |     |     
|                                       
|                                       
|                                       
|                                       
|Interest bearing deposits in banks      |                                    |                           | 5,530     |           |  |      | 183     |         |         |          | 6.65    |      |  |   | 9,080     |           |         |   | 197    |        |  |  | 4.37 |     
|                                       
|                                       
|                                       
|                                       
|FHLB stock                              |                                    |                           | 13,816    |           |  |      | 541     |         |         |          | 7.88    |      |  |   | 12,693    |           |         |   | 467    |        |  |  | 7.42 |     
|                                       
|                                       
|                                       
|                                       
|Federal funds sold                      |                                    |                           | 81,577    |           |  |      | 2,416   |         |         |          | 5.86    |      |  |   | 100,660   |           |         |   | 2,364  |        |  |  | 4.67 |     
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |           |         |   |        |       
|Total interest earning assets           |                                    |                           | 2,429,819 |           |  |      | 100,432 |         |         |          | 8.24    |      |  |   | 2,322,277 |           |         |   | 93,644 |        |  |  | 8.05 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Noninterest earning assets         |                           |           | 149,612   |  |      |         |         |         |          |         |      |  |   |           | 171,246   |        
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |          
|                                        | Total assets                       |                           | $         | 2,579,431 |  |      |         |         |         |          |         |      |  |   | $         | 2,493,523 |        
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |          
|Interest bearing liabilities:          
|                                       
|                                       
|                                       
|                                       
|                                        | Interest checking                  | $                         | 184,857   |           |  | $    | 708     |         |         |          | .77     | %    |  | $ | 179,395   |           |         | $ | 683    |        |  |  | .77  | %   
|                                       
|                                       
|                                       
|                                       
|                                        | Money market                       |                           | 264,483   |           |  |      | 5,580   |         |         |          | 4.24    |      |  |   | 184,650   |           |         |   | 3,440  |        |  |  | 3.76 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Savings                            |                           | 62,234    |           |  |      | 509     |         |         |          | 1.65    |      |  |   | 71,750    |           |         |   | 602    |        |  |  | 1.69 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Passbook Gold                      |                           | 202,313   |           |  |      | 4,117   |         |         |          | 4.09    |      |  |   | 289,662   |           |         |   | 6,032  |        |  |  | 4.20 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Time deposits                      |                           | 1,452,965 |           |  |      | 39,678  |         |         |          | 5.49    |      |  |   | 1,339,109 |           |         |   | 35,515 |        |  |  | 5.35 |     
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB advances                      |                           | 767       |           |  |      | 26      |         |         |          | 6.85    |      |  |   | 6,381     |           |         |   | 157    |        |  |  | 4.95 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Subordinated debt                  |                           | 14,686    |           |  |      | 531     |         |         |          | 7.23    |      |  |   |          |           |         |   |       |        |  |  |     |     
|                                       
|                                       
|                                       
|                                       
|                                        | Other holding company debt         |                           | 11,206    |           |  |      | 532     |         |         |          | 9.49    |      |  |   | 32,000    |           |         |   | 1,102  |        |  |  | 6.89 |     
|                                       
|                                       
|                                       
|                                       
|                                        | Other borrowings                   |                           | 40,763    |           |  |      | 1,070   |         |         |          | 5.28    |      |  |   | 42,972    |           |         |   | 927    |        |  |  | 4.40 |     
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |           |         |   |        |       
|                                        | Total interest bearing liabilities |                           |           | 2,234,274 |  |      |         | 52,751  |         |          |         | 4.75 |  |   |           | 2,145,919 |         |   |        | 48,458 |  |  |      | 4.55 | 
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |           |         |   |        |       
|                                        | Noninterest bearing liabilities    |                           |           | 175,351   |  |      |         |         |         |          |         |      |  |   |           | 183,253   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Stockholders equity               |                           |           | 169,806   |  |      |         |         |         |          |         |      |  |   |           | 164,351   |        
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |          
|                                        | Total liabilities and equity       |                           | $         | 2,579,431 |  |      |         |         |         |          |         |      |  |   | $         | 2,493,523 |        
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |          
|Net interest income/net interest spread |                                    |                           |           |           |  | $    | 47,681  |         |         |          | 3.49    | %    |  |   |           |           |         | $ | 45,186 |        |  |  | 3.50 | %   
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |           |         |   |        |        |  |  |      |     
|Net interest margin                     |                                    |                           |           |           |  |      |         |         |         |          | 3.88    | %    |  |   |           |           |         |   |        |        |  |  | 3.84 | %   
|                                        |                                    |                           |           |           |  |      |         |         |         |          |         |      |  |   |           |           |         |   |        |        |  |  |      |     

|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |        |       | 
|------------------------------------------ | ---------------------------------- | ------------------------------- | ----- | -------------------------- | ----- | ----- | ----- | ----- | ----- | - | ----- | ------ | ----- | 
|                                           |                                    |                                 |       | Increase (Decrease) Due to
|                                           |                                    |                                 |       |                           
|Changes in Net Interest Income             |                                    | Volume                          |       | Rate                       |       | Total
|                                           |                                    |                                 |       |                            |       |      
|Interest earning assets:                  
|                                          
|                                          
|                                          
|                                          
|                                           | Loans, net                         |                                 | $     | (2,739                     | )     |       | $     | 2,190 |       |   | $     | (549   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Investment securities              |                                 |       | (401                       | )     |       |       | 29    |       |   |       | (372   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Mortgage-backed securities         |                                 |       | 8,143                      |       |       |       | 396   |       |   |       | 8,539  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Trading securities                 |                                 |       | (552                       | )     |       |       | (502  | )     |   |       | (1,054 | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Commercial paper                   |                                 |       | 112                        |       |       |       |      |       |   |       | 112    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest bearing deposits in banks |                                 |       | (93                        | )     |       |       | 79    |       |   |       | (14    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB stock 45                      |                                 |       | 29                         |       |       |       | 74    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Federal funds sold                 |                                 |       | (484                       | )     |       |       | 536   |       |   |       | 52     |      
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|                                           |                                    | Total change in interest income |       |                            | 4,031 |       |       |       | 2,757 |   |       |        | 6,788 | 
|                                          
|                                          
|                                          
|                                          
|Interest bearing liabilities:             
|                                          
|                                          
|                                          
|                                          
|                                           | Interest checking                  |                                 |       | 23                         |       |       |       | 2     |       |   |       | 25     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Money market                       |                                 |       | 1,651                      |       |       |       | 489   |       |   |       | 2,140  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Savings                            |                                 |       | (76                        | )     |       |       | (17   | )     |   |       | (93    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Passbook Gold                      |                                 |       | (1,762                     | )     |       |       | (153  | )     |   |       | (1,915 | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Time deposits                      |                                 |       | 3,800                      |       |       |       | 363   |       |   |       | 4,163  |      
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB advances                      |                                 |       | (78                        | )     |       |       | (53   | )     |   |       | (131   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Subordinated debt                  |                                 |       | 531                        |       |       |       |      |       |   |       | 531    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Other holding company debt         |                                 |       | (890                       | )     |       |       | 320   |       |   |       | (570   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Other borrowings                   |                                 |       | (35                        | )     |       |       | 178   |       |   |       | 143    |      
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|Total change in interest expense           |                                    |                                 | 3,164 |                            |       |       | 1,129 |       |       |   | 4,293 |       
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|Increase (decrease) in net interest income |                                    | $                               | 867   |                            |       | $     | 1,628 |       |       | $ | 2,495 |       
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       

20



---



Noninterest Expense

Operating expenses for the first six months of 2000 were $38.0 million
compared with $43.0 million for the same period last year, a decrease of $5.0
million. Cost associated with the now-discontinued mortgage banking
operation accounted for $5.5 million in operating expenses last year. The
branch expansion program accounted for $4.2 million and $3.8 million of the
operating expenses in 2000 and 1999, respectively. Total noninterest
expenses, which include operating expense, were $40.2 million for the six
months ended June 30, 2000 compared with $44.5 million for the same period
last year.

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

|                                                 |  |   |                                   |  |      |   |            |   |  |   |          |   | 
|------------------------------------------------ |  | - | --------------------------------- |  | ---- | - | ---------- | - |  | - | -------- | - | 
|                                                 |  |   | For the Six Months Ended June 30,
|                                                 |  |   |                                  
|                                                 |  |   |                                   |  |      |   |            |   |  |   | Increase
|                                                 |  |   | 2000                              |  | 1999 |   | (Decrease)
|                                                 |  |   |                                   |  |      |   |           
|Salaries and benefits                            |  | $ | 18,515                            |  |      | $ | 22,432     |   |  | $ | (3,917   | )
|                                                
|                                                
|                                                
|                                                
|Net occupancy expense                            |  |   | 8,044                             |  |      |   | 7,598      |   |  |   | 446      |  
|                                                
|                                                
|                                                
|                                                
|Advertising and marketing                        |  |   | 789                               |  |      |   | 593        |   |  |   | 196      |  
|                                                
|                                                
|                                                
|                                                
|Data processing fees and services                |  |   | 2,390                             |  |      |   | 2,194      |   |  |   | 196      |  
|                                                
|                                                
|                                                
|                                                
|FDIC and state assessments                       |  |   | 609                               |  |      |   | 634        |   |  |   | (25      | )
|                                                
|                                                
|                                                
|                                                
|Telephone expense                                |  |   | 708                               |  |      |   | 1,005      |   |  |   | (297     | )
|                                                
|                                                
|                                                
|                                                
|Postage and supplies                             |  |   | 1,413                             |  |      |   | 2,390      |   |  |   | (977     | )
|                                                
|                                                
|                                                
|                                                
|Legal and professional                           |  |   | 886                               |  |      |   | 775        |   |  |   | 111      |  
|                                                
|                                                
|                                                
|                                                
|Other operating expense                          |  |   | 4,602                             |  |      |   | 5,411      |   |  |   | (809     | )
|                                                 |  |   |                                   |  |      |   |            |   |  |   |          |  
|Total operating expenses                         |  |   | 37,956                            |  |      |   | 43,032     |   |  |   | (5,076   | )
|                                                
|                                                
|                                                
|                                                
|ORE expense, net of ORE income                   |  |   | 346                               |  |      |   | (488       | ) |  |   | 834      |  
|                                                
|                                                
|                                                
|                                                
|Amortization of premium on deposits
and goodwill |  |   | 1,929                             |  |      |   | 1,980      |   |  |   | (51      | )
|                                                 |  |   |                                   |  |      |   |            |   |  |   |          |  
|Total noninterest expense                        |  | $ | 40,231                            |  |      | $ | 44,524     |   |  | $ | (4,293   | )
|                                                 |  |   |                                   |  |      |   |            |   |  |   |          |  




Part II.   Other Information




Item 1.   Legal Proceedings

In November 1999, 18 former shareholders of Bankers Savings Bank, F.S.B.
(BSB) filed a claim against us in the Miami-Dade County, Florida, Circuit
Court that alleges we had knowledge of and failed to disclose to them, BSB and
to its shareholders, prior to acquiring BSB in November 1998, the loss
incurred for the fourth quarter of 1998 which resulted from now-discontinued
mortgage banking activities. The claim alleges breach of contract, fraud,
negligent misrepresentation and violation of the Florida Securities and
Investor Protection Act. The plaintiffs have alleged damages generally in the
amount of $3.4 million. This matter has been scheduled for mediation on or
before September 13, 2000 and for trial thereafter. We believe the
plaintiffs claims are without merit and intend to continue to defend such
action vigorously.

In January 1999, we filed a lawsuit in Pinellas County, Florida, Circuit Court
against a former vendor that provided printing and direct mailing services for
our now-discontinued mortgage banking operations to invalidate a term contract
executed by the former manager of the High LTV Loan unit. The former manager
was joined as an additional party defendant. A settlement was reached in the
first quarter of 2000 with the printing vendor, effectively removing the
vendor as a party to this action, wherein we paid the former vendor $716,000
and the vendor agreed to waive all further claims of contract payments
allegedly due it. This amount was recorded as an expense in the fourth
quarter of 1999. We have amended our complaint against the former High LTV
Loan manager to assert claims to recover the sums paid to the printing vendor,
including causes of action for indemnity and breach of fiduciary duty. The
former manager has asserted a counterclaim, alleging unpaid compensation in an
amount in excess of $1 million. We believe this claim is without merit and
intend to continue to defend such action vigorously.

21



---



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




Item 6.   Exhibits and Reports on Form 8-K



| |    |  |          
| | -- |  | ---------
| | a. |  | Exhibits:



| |  |                                                
| |  | -----------------------------------------------
| |  | 27.0 Financial Data Schedule (for SEC use only)



| |    |  |                                                                                            
| | -- |  | -------------------------------------------------------------------------------------------
| | b. |  | The following reports on Form 8-K filed year-to-date,
are hereby incorporated by reference:

| |    |  |                                                                                                                                                                                                                                     
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. |  | Report on Form 8-K dated February 9, 2000 
Announcement of net income of $10.7 million or $.95 per share on a diluted basis for year-ended December 31, 1999.                                                                      
|
| | 2. |  | Report on Form 8-K dated March 20, 2000  Announcement of the appointment of Mr. 
William R. Klich as President and Chief Executive Officer.
Separately, disclosure of operational deficiencies in the warehouse lending department.
|
| | 3. |  | Report on Form 8-K dated April 18, 2000  Announcement of net income of $1.6 million or
$.15 per share on a diluted basis for the first quarter of 2000.                                                                            

22



---






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: |  | August 1, 2000                                                                       |  | By:                       |  | /s/William R. Klich                                                      
|      |  |                                                                                      |  |                           |  |                                                                          
|      |  | William R. Klich
President and Chief Executive Officer
(principal executive officer)
|     
|     
|     
|     
|Date: |  | August 1, 2000                                                                       |  | By:                       |  | /s/William R. Falzone                                                    
|      |  |                                                                                      |  |                           |  |                                                                          
|      |  |                                                                                      |  |                           |  | William R. Falzone
Treasurer (principal financial and
accounting officer)

23