##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

|               |  |                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------
|(Mark one)
[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
|              
|               |  | For the quarterly period ended March 31, 2000                                           
|              
|[   ]          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission file number 0-27652

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

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

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

N/A

---



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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

|                                       |  |                                                
|-------------------------------------- |  | -----------------------------------------------
|Common stock par value $2.00 per share |  | 10,555,889 shares outstanding at March 31, 2000
|                                       |  |                                                





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TABLE OF CONTENTS



|                              |                                                                                               |                                                                    |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ |  |  |  |  |  | 
|Part I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | CONSOLIDATED BALANCE SHEETS  MARCH 31, 2000 AND DECEMBER 31, 1999
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS                             
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY                   
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)       
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                             
|                              |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                        
|                              |                                                                                               | Selected Quarterly Financial and Other Data                       
|                              | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|Part II. Other Information   
|                              | Item 1. Legal Proceedings                                                                    
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                   



---



REPUBLIC BANCSHARES, INC.

INDEX

|        |  |                       |  |  |  | 
|------- |  | --------------------- |  |  |  | 
|Part I. |  | FINANCIAL INFORMATION |  | 

|        |  |                                                                                                                                  |  |      |    | 
|------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|Item 1. |  | Financial Statements                                                                                                             |  | Page
|        |  | Consolidated Balance Sheets  March 31, 2000 (unaudited)
and December 31, 1999                                                   |  |      | 2  | 
|       
|       
|       
|       
|        |  | Consolidated Statements of Operations -
Three months ended March 31, 2000 and 1999 (all unaudited)                               |  |      | 3  | 
|       
|       
|       
|       
|        |  | Consolidated Statements of Stockholders Equity -
Year ended December 31, 1999 and
Three months ended March 31, 2000 (unaudited) |  |      | 4  | 
|       
|       
|       
|       
|        |  | Consolidated Statements of Comprehensive Income -
Three months ended March 31, 2000 and 1999 (all unaudited)                     |  |      | 4  | 
|       
|       
|       
|       
|        |  | Consolidated Statements of Cash Flows -
Three months ended March 31, 2000 and 1999 (all unaudited)                               |  |      | 5  | 
|       
|       
|       
|       
|        |  | Notes to Consolidated Financial Statements (unaudited)                                                                           |  |      | 6  | 
|       
|       
|       
|       
|        |  | Selected Quarterly Financial and Other Data (unaudited)                                                                          |  |      | 10 | 
|       
|       
|       
|       
|Item 2. |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations                                            |  |      | 13 | 
|       
|       
|       
|       
|Part II |  | OTHER INFORMATION                                                                                                               
|       
|       
|       
|       
|Item 1. |  | Legal Proceedings                                                                                                                |  |      | 17 | 
|       
|       
|       
|       
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                 |  |      | 17 | 
|       
|       
|       
|       
|        |  | SIGNATURES                                                                                                                       |  |      | 18 | 





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##### Table of Contents















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

Certain statements contained in this Quarterly Report on Form 10-Q (other than
the financial statements and statements of historical fact), including,
without limitation, statements as to our expectations and beliefs presented
under the caption, Managements Discussion and Analysis, 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, our ability to achieve the desired consolidation
efficiencies from our planned acquisitions, 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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##### Table of Contents



REPUBLIC BANCSHARES, INC.




|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |           |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ----------------- | --------- | ----------- | --------- | ------------ | --------- | --------- | --------- | 
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           | March 31,   |           | December 31,
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           | 2000        |           | 1999        
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |             
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           | (unaudited)
|ASSETS                                                                                                                                        
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Cash and due from banks                                                                                                                        |                                                                                                                                                                                                  | $                                          | 64,021            |           |             | $         | 62,643       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Interest bearing deposits in banks                                                                                                             |                                                                                                                                                                                                  |                                            | 5,274             |           |             |           | 3,758        |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Federal funds sold                                                                                                                             |                                                                                                                                                                                                  |                                            | 110,482           |           |             |           | 27,060       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Commercial paper  available for sale                                                                                                          |                                                                                                                                                                                                  |                                            |                  |           |             |           | 39,888       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Investment securities  available for sale                                                                                                     |                                                                                                                                                                                                  |                                            | 22,512            |           |             |           | 25,555       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Mortgage-backed and mortgage-related securities:                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Held to maturity                                                                                                                                                                                 |                                            |                   | 40,538    |             |           |              | 33,068    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Available for sale                                                                                                                                                                               |                                            |                   | 341,121   |             |           |              | 315,268   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Trading                                                                                                                                                                                          |                                            |                   | 38,674    |             |           |              | 39,229    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|FHLB stock                                                                                                                                     |                                                                                                                                                                                                  |                                            | 13,816            |           |             |           | 13,816       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Loans, net of allowance for loan losses                                                                                                        |                                                                                                                                                                                                  |                                            | 1,852,090         |           |             |           | 1,861,715    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Premises and equipment, net                                                                                                                    |                                                                                                                                                                                                  |                                            | 51,081            |           |             |           | 52,574       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other real estate acquired through foreclosure, net                                                                                            |                                                                                                                                                                                                  |                                            | 5,461             |           |             |           | 5,332        |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Accrued interest receivable                                                                                                                    |                                                                                                                                                                                                  |                                            | 13,770            |           |             |           | 14,747       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Goodwill and premium on deposits                                                                                                               |                                                                                                                                                                                                  |                                            | 31,862            |           |             |           | 32,827       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other assets                                                                                                                                   |                                                                                                                                                                                                  |                                            | 35,756            |           |             |           | 38,546       |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               | Total assets                                                                                                                                                                                     |                                            | $                 | 2,626,458 |             |           | $            | 2,566,026 |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Liabilities:                                                                                                                                  
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Deposits-                                                                                                                                                                                       
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Noninterest bearing checking               |                   |           | 132,319     |           |              |           | 127,619   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Interest checking                          |                   |           | 199,511     |           |              |           | 187,463   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Money market                               |                   |           | 272,469     |           |              |           | 211,558   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Savings                                    |                   |           | 264,485     |           |              |           | 309,996   |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                                                                                                                                                                                  | Time deposits                              |                   |           | 1,465,877   |           |              |           | 1,446,173 |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            | Total deposits    |           |             | 2,334,661 |              |           |           | 2,282,809 | 
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Securities sold under agreements to repurchase                                                                                                                                                   |                                            |                   | 46,100    |             |           |              | 37,241    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | FHLB advances                                                                                                                                                                                    |                                            |                   | 767       |             |           |              | 769       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Holding company senior debt                                                                                                                                                                      |                                            |                   | 8,333     |             |           |              | 9,167     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Convertible subordinated debt                                                                                                                                                                    |                                            |                   | 14,687    |             |           |              | 14,684    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Term subordinated debt                                                                                                                                                                           |                                            |                   | 2,750     |             |           |              | 2,750     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Other liabilities                                                                                                                                                                                |                                            |                   | 19,921    |             |           |              | 19,611    |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            | Total liabilities |           | $           | 2,427,219 |              |           | $         | 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 March 31, 2000 and December 31, 1999.) |                                            |                   | 1,500     |             |           |              | 1,500     |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Common stock ($2.00 par, 20,000,000 shares authorized, 10,555,889 shares issued
and outstanding at March 31, 2000 and December 31, 1999, respectively.)                                          |                                            |                   | 21,112    |             |           |              | 21,112    |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Capital surplus                                                                                                                                |                                                                                                                                                                                                  |                                            | 128,734           |           |             |           | 128,780      |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Retained earnings                                                                                                                              |                                                                                                                                                                                                  |                                            | 28,113            |           |             |           | 26,530       |          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Net unrealized (loss) on available for sale securities, net of tax effect                                                                      |                                                                                                                                                                                                  |                                            | (8,970            | )         |             |           | (7,677       | )        
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                  | Total stockholders equity                 |                   |           | 170,489     |           |              |           | 170,245   |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          
|                                                                                                                                               |                                                                                                                                                                                                  | Total liabilities and stockholders equity |                   | $         | 2,626,458   |           |              | $         | 2,566,026 |          
|                                                                                                                                               |                                                                                                                                                                                                  |                                            |                   |           |             |           |              |          

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

2



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##### Table of Contents



REPUBLIC BANCSHARES, INC.




|                                                               |                                                                          |                            |                          |            |                                      |        |             |            |        |        | 
|-------------------------------------------------------------- | ------------------------------------------------------------------------ | -------------------------- | ------------------------ | ---------- | ------------------------------------ | ------ | ----------- | ---------- | ------ | ------ | 
|                                                               |                                                                          |                            |                          |            | For the Three Months Ended March 31,
|                                                               |                                                                          |                            |                          |            |                                     
|                                                               |                                                                          |                            |                          |            | 2000                                 |        | 1999       
|                                                               |                                                                          |                            |                          |            |                                      |        |            
|                                                               |                                                                          |                            |                          |            | (unaudited)                          |        | (unaudited)
|INTEREST INCOME:                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest and fees on loans                                               |                            | $                        | 41,331     |                                      |        | $           | 43,081     |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on investment securities                                        |                            |                          | 353        |                                      |        |             | 536        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on mortgage-backed securities                                   |                            |                          | 5,994      |                                      |        |             | 594        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on trading securities                                           |                            |                          | 293        |                                      |        |             | 950        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on federal funds sold                                           |                            |                          | 1,135      |                                      |        |             | 1,237      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on commercial paper                                             |                            |                          | 112        |                                      |        |             |           |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on other investments                                            |                            |                          | 369        |                                      |        |             | 281        |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               |                                                                          |                            | Total interest income    |            |                                      | 49,587 |             |            |        | 46,679 | 
|                                                              
|                                                              
|                                                              
|                                                              
|INTEREST EXPENSE:                                             
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on deposits                                                     |                            |                          | 24,867     |                                      |        |             | 23,114     |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on FHLB advances                                                |                            |                          | 13         |                                      |        |             | 157        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on senior debt                                                  |                            |                          | 203        |                                      |        |             | 393        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on subordinated debt                                            |                            |                          | 266        |                                      |        |             |           |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on term subordinated debt                                       |                            |                          | 67         |                                      |        |             |           |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on unsecured notes                                              |                            |                          |           |                                      |        |             | 135        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Interest on other borrowings                                             |                            |                          | 499        |                                      |        |             | 457        |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               |                                                                          | Total interest expense     |                          |            | 25,915                               |        |             |            | 24,256 |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               |                                                                          | Net interest income        |                          |            | 23,672                               |        |             |            | 22,423 |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|PROVISION FOR LOAN LOSSES                                      |                                                                          |                            | 4,400                    |            |                                      |        | 1,522       |           
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|Net interest income after provision for loan losses            |                                                                          |                            | 19,272                   |            |                                      |        | 20,901      |           
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|NONINTEREST INCOME:                                           
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Service charges on deposit accounts                                      |                            |                          | 1,604      |                                      |        |             | 1,131      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Loan service fees                                                        |                            |                          | 1,698      |                                      |        |             | 1,884      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other loan fee income                                                    |                            |                          | 967        |                                      |        |             | 903        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Gain on sale of loans, net                                               |                            |                          | 20         |                                      |        |             | 2,793      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Loss on securities, net                                                  |                            |                          | (139       | )                                    |        |             | (135       | )     
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other operating income                                                   |                            |                          | 780        |                                      |        |             | 787        |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               |                                                                          | Total noninterest income   |                          |            | 4,930                                |        |             |            | 7,363  |       
|                                                              
|                                                              
|                                                              
|                                                              
|NONINTEREST EXPENSES:                                         
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Salaries and employee benefits                                           |                            |                          | 9,354      |                                      |        |             | 12,010     |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Net occupancy expense                                                    |                            |                          | 4,009      |                                      |        |             | 3,729      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Advertising and marketing                                                |                            |                          | 538        |                                      |        |             | 368        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Data and item processing fees and services                               |                            |                          | 1,194      |                                      |        |             | 952        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | FDIC and state assessments                                               |                            |                          | 254        |                                      |        |             | 333        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Telephone, postage and supplies                                          |                            |                          | 1,088      |                                      |        |             | 1,895      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Legal and professional                                                   |                            |                          | 543        |                                      |        |             | 509        |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other operating expenses                                                 |                            |                          | 2,363      |                                      |        |             | 2,550      |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               |                                                                          |                            | Total operating expenses |            |                                      | 19,343 |             |            |        | 22,346 | 
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | ORE expense (income), net                                                |                            |                          | 317        |                                      |        |             | (359       | )     
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Amortization of goodwill & premium on deposits                           |                            |                          | 965        |                                      |        |             | 1,010      |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               |                                                                          | Total noninterest expenses |                          |            | 20,625                               |        |             |            | 22,997 |       
|                                                              
|                                                              
|                                                              
|                                                              
|Income before income taxes & minority interest                 |                                                                          |                            | 3,577                    |            |                                      |        | 5,267       |           
|                                                              
|                                                              
|                                                              
|                                                              
|Income tax provision                                           |                                                                          |                            | (1,507                   | )          |                                      |        | (1,991      | )         
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|Income before minority interest                                |                                                                          |                            | 2,070                    |            |                                      |        | 3,276       |           
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interest in income from subsidiary trust (net of tax) |                                                                          |                            | (421                     | )          |                                      |        | (421        | )         
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               | NET INCOME                                                               |                            | $                        | 1,649      |                                      |        | $           | 2,855      |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|PER SHARE DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Net income per common share  basic                                      |                            | $                        | .15        |                                      |        | $           | .27        |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               | Weighted average common shares
outstanding  basic                       |                            |                          | 10,555,889 |                                      |        |             | 10,386,952 |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               | Net income per common & common equivalent share  diluted                |                            | $                        | .15        |                                      |        | $           | .25        |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           
|                                                               | Weighted average common & common equivalent shares
outstanding  diluted |                            |                          | 11,318,488 |                                      |        |             | 11,246,636 |       
|                                                               |                                                                          |                            |                          |            |                                      |        |             |           

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

3



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##### Table of Contents



REPUBLIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
($ in thousands except share data)

|                                                                        |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |                |  |   |        |   |  |   |        |   |  |   |         |  
|----------------------------------------------------------------------- |  | ------------------- | ------ | ------------ |  | ------ | ----- | ------ |  | ------- | ---------- | -------- |  | -------------- | ------ | -------- |  | -------- | ------- | -------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                        |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |                |  |   |        |   | 
|                                                                        |  | 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 twelve
months 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 three
months ended Mar. 31, 2000                     |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   | 1,649  |   |  |   |       |   |  |   | 1,649   |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Net unrealized loss on
available for sale securities,
net of tax effect |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   |       |   |  |   | (1,293 | ) |  |   | (1,293  | )
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Additional paid-in capital from
nonqualified/performance
stock options  |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          | (46     | )              |  |   |       |   |  |   |       |   |  |   | (46     | )
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Dividends on preferred
stock                                            |  |                     |       |              |  |        |      |        |  |         |           |          |  |                |       |          |  |          |        |                |  |   | (66    | ) |  |   |       |   |  |   | (66     | )
|                                                                        |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |                |  |   |        |   |  |   |        |   |  |   |         |  
|Balance, March 31, 2000                                                 |  |                     | 75,000 |              |  | $      | 1,500 |        |  |         | 10,555,889 |          |  | $              | 21,112 |          |  | $        | 128,734 |                |  | $ | 28,113 |   |  | $ | (8,970 | ) |  | $ | 170,489 |  
|                                                                        |  |                     |        |              |  |        |       |        |  |         |            |          |  |                |        |          |  |          |         |                |  |   |        |   |  |   |        |   |  |   |         |  

REPUBLIC BANCSHARES, INC.




|                                                                  |                                                            |   |                                      |        |      |   |       |       |  
|----------------------------------------------------------------- | ---------------------------------------------------------- | - | ------------------------------------ | ------ | ---- | - | ----- | ----- | -
|                                                                  |                                                            |   | For the Three Months Ended March 31,
|                                                                  |                                                            |   |                                     
|                                                                  |                                                            |   | 2000                                 |        | 1999
|                                                                  |                                                            |   |                                      |        |     
|Net income                                                        |                                                            | $ | 1,649                                |        |      | $ | 2,855 |      
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Unrealized losses on securities:                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Unrealized holding losses, net of tax effect during period |   |                                      | (1,290 | )    |   |       | (372  | )
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Less reclassification adjustment for gains realized in net income |                                                            |   | (3                                   | )      |      |   |      |      
|                                                                  |                                                            |   |                                      |        |      |   |       |      
|                                                                  | Net unrealized losses                                      |   |                                      | (1,293 | )    |   |       | (372  | )
|                                                                  |                                                            |   |                                      |        |      |   |       |      
|                                                                  | Comprehensive income                                       |   | $                                    | 356    |      |   | $     | 2,483 |  
|                                                                  |                                                            |   |                                      |        |      |   |       |      

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

4



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##### Table of Contents



REPUBLIC BANCSHARES, INC.




|                                                                |                                                           |                                                                       |                                               |         |                                     |        |             |          |        |        | 
|--------------------------------------------------------------- | --------------------------------------------------------- | --------------------------------------------------------------------- | --------------------------------------------- | ------- | ----------------------------------- | ------ | ----------- | -------- | ------ | ------ | 
|                                                                |                                                           |                                                                       |                                               |         | For the Three Months Ended Mar. 31,
|                                                                |                                                           |                                                                       |                                               |         |                                    
|                                                                |                                                           |                                                                       |                                               |         | 2000                                |        | 1999       
|                                                                |                                                           |                                                                       |                                               |         |                                     |        |            
|                                                                |                                                           |                                                                       |                                               |         | (unaudited)                         |        | (unaudited)
|OPERATING ACTIVITIES:                                          
|                                                               
|                                                               
|                                                               
|                                                               
|Net income                                                      |                                                           | $                                                                     | 1,649                                         |         |                                     | $      | 2,855       |         
|                                                               
|                                                               
|                                                               
|                                                               
|Reconciliation of net income to net cash
provided by (used in):
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Provision for loan and other real estate losses                       |                                               |         | 4,400                               |        |             |          | 1,522  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Depreciation and amortization, net                                    |                                               |         | 3,275                               |        |             |          | 4,640  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Amortization of premium (accretion) of fair value, net                |                                               |         | 1,692                               |        |             |          | 1,261  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Gain on sale of loans                                                 |                                               |         | (20                                 | )      |             |          | (2,793 | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Loss/(Gain) on sale of investment securities                          |                                               |         | (139                                | )      |             |          | 135    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | (Gain)/loss on sale of other real estate                              |                                               |         | 190                                 |        |             |          | (423   | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Amortization (capitalization) of mortgage
servicing/residual interest |                                               |         | 637                                 |        |             |          | (2,593 | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Loss on disposal of premises & equipment                              |                                               |         |                                    |        |             |          | 7      |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Net (increase) decrease in deferred tax asset                         |                                               |         | 393                                 |        |             |          | 857    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Net decrease (increase) in other assets                               |                                               |         | 2,586                               |        |             |          | 104    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Net increase (decrease) in other liabilities                          |                                               |         | 310                                 |        |             |          | (2,684 | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           | Net decrease in value performance options                             |                                               |         | (46                                 | )      |             |          |       |       
|                                                                |                                                           |                                                                       |                                               |         |                                     |        |             |         
|                                                                |                                                           | Net cash provided by operating activities                             |                                               |         | 14,927                              |        |             |          | 2,888  |       
|                                                               
|                                                               
|                                                               
|                                                               
|INVESTING ACTIVITIES:                                          
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net decrease in loans                                     |                                                                       |                                               | 1,977   |                                     |        |             | 109,175  |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds from sales and maturities of:                   
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           |                                                                       | Investment securities held to maturity        |         |                                     | 3,000  |             |          |        |       | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           |                                                                       | Investment securities available for sale      |         |                                     |       |             |          |        | 3,500  | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           |                                                                       | Mortgage-backed securities available for sale |         |                                     | 2,485  |             |          |        | 1,552  | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           |                                                                       | Commercial paper                              |         |                                     | 40,000 |             |          |        |       | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           |                                                                       | Revenue bonds                                 |         |                                     | 75     |             |          |        |       | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Purchase of investment securities available for sale      |                                                                       |                                               |        |                                     |        |             | (134,868 | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Purchase of mortgage-backed securities available for sale |                                                                       |                                               | (34,900 | )                                   |        |             | (53,229  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Purchase of mortgage-backed securities held to maturity   |                                                                       |                                               | (14,890 | )                                   |        |             |         |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Principal repayment on mortgage-backed securities         |                                                                       |                                               | 12,002  |                                     |        |             | 6,327    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Principal repayment on revenue bonds                      |                                                                       |                                               |        |                                     |        |             |         |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Purchase of FHLB stock                                    |                                                                       |                                               |        |                                     |        |             | (2,806   | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Disposal/(purchase) of premises & equipment, net          |                                                                       |                                               | (234    | )                                   |        |             | 1,627    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds from sale of other real estate                   |                                                                       |                                               | 1,992   |                                     |        |             | 2,419    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Disposals in other real estate owned, net                 |                                                                       |                                               |        |                                     |        |             | 162      |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Investment in other real estate owned                     |                                                                       |                                               | 3       |                                     |        |             |         |       
|                                                                |                                                           |                                                                       |                                               |         |                                     |        |             |         
|                                                                | Net cash used in investing activities                     |                                                                       |                                               | 11,510  |                                     |        |             | (66,141  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|FINANCING ACTIVITIES:                                          
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net increase in deposits                                  |                                                                       |                                               | 51,918  |                                     |        |             | 1,165    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Net increases in repurchase agreements                    |                                                                       |                                               | 8,859   |                                     |        |             | 10,078   |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | (Repayment) proceeds from FHLB advances, net              |                                                                       |                                               | (2      | )                                   |        |             | (25,000  | )     
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds from exercise of stock options                   |                                                                       |                                               |        |                                     |        |             | 2,435    |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Proceeds (repayment) from holding company debt            |                                                                       |                                               | (831    | )                                   |        |             |         |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Dividends on perpetual preferred stock                    |                                                                       |                                               | (66     | )                                   |        |             | (67      | )     
|                                                                |                                                           |                                                                       |                                               |         |                                     |        |             |         
|                                                                | Net cash provided by (used in) financing activities       |                                                                       |                                               | 59,878  |                                     |        |             | (11,389  | )     
|                                                                |                                                           |                                                                       |                                               |         |                                     |        |             |         
|Net increase (decrease) in cash and cash equivalents            |                                                           |                                                                       | 86,315                                        |         |                                     |        | (74,642     | )       
|                                                               
|                                                               
|                                                               
|                                                               
|Cash and cash equivalents, beginning of period                  |                                                           |                                                                       | 93,461                                        |         |                                     |        | 142,610     |         
|                                                                |                                                           |                                                                       |                                               |         |                                     |        |             |         
|Cash and cash equivalents, end of period                        |                                                           | $                                                                     | 179,776                                       |         |                                     | $      | 67,968      |         
|                                                                |                                                           |                                                                       |                                               |         |                                     |        |             |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION              
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Cash paid during the period
for                          |                                                                       |                                               |         |                                     |        |             |          |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           |                                                                       | Interest                                      |         | $                                   | 25,450 |             |          | $      | 39,304 | 
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                           |                                                                       | Income taxes paid                             |         |                                     | 115    |             |          |        | 1,737  | 

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

5



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##### Table of Contents



REPUBLIC BANCSHARES, INC.




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 March 31, 2000 and the results of operations and cash
flows, for the three month periods ended March 31, 2000 and 1999. The
accounting and reporting policies of the Company and its wholly-owned
subsidiaries, Republic Bank (the Bank) and RBI Capital Trust I (RBI), are
in conformity with generally accepted accounting principles and prevailing
practices within the financial services industry. Financial data for 1999
includes results of operations for Republic Bank, F.S.B., which was dissolved
on September 10, 1999.

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

Our consolidated financial statements include the accounts of the Company, RBI,
the Bank, and the Banks wholly-owned subsidiary, Republic Insurance Agency,
Inc. and, for the three months ended March 31, 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 three
months ended March 31, 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 March 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



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##### Table of Contents



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

Investments consisting of U.S. Treasury and federal agency securities
(investment securities) and mortgage-backed securities (MBS) were $442.8
million at March 31, 2000. The Company held no commercial paper available for
sale at March 31, 2000. As of March 31, 2000, $363.7 million of securities
were classified as available for sale (of which $341.1 million were MBS and
$22.5 million were investment securities), $40.5 million of MBS were classified
as held to maturity and $38.7 million were trading assets. Included in the
trading asset category were: (1) a $10.9 million subordinate tranche purchased
from the Companys securitization of High Loan-to-Value Loans (High LTV
Loans) in June 1998; (2) $23.7 million in overcollateralization and residual
interests in cash flows from Company securitizations in December 1997 and June
1998; and (3) the excess spread on mortgage servicing rights, which amounted to
$4.1 million.

The market values assigned to the MBS classified as available for sale were
derived using market quotations at March 31, 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. The Company has used
present value techniques to value its trading assets. Based on those
valuations, a trading loss of $142,000 was recorded for the first quarter of
2000. We believe this valuation is a reasonable approximation of 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.

3. LOANS AND LOANS HELD FOR SALE

Loans at March 31, 2000 and December 31, 1999, are summarized as follows ($ in thousands):

|                               |                                |                                       |         |           |           |              |         |           |           | 
|------------------------------ | ------------------------------ | ------------------------------------- | ------- | --------- | --------- | ------------ | ------- | --------- | --------- | 
|                               |                                |                                       |         | March 31, |           | December 31,
|                               |                                |                                       |         | 2000      |           | 1999        
|                               |                                |                                       |         |           |           |             
|Real estate mortgage loans:   
|                              
|                              
|                              
|                              
|                               | One-to-four family residential |                                       | $       | 706,583   |           |              | $       | 725,333   |          
|                              
|                              
|                              
|                              
|                               | Nonconforming mortgages        |                                       |         | 75,679    |           |              |         | 79,562    |          
|                              
|                              
|                              
|                              
|                               | Multifamily residential        |                                       |         | 83,181    |           |              |         | 80,212    |          
|                              
|                              
|                              
|                              
|                               | Warehouse lines of credit      |                                       |         | 73,662    |           |              |         | 96,873    |          
|                              
|                              
|                              
|                              
|                               | Commercial real estate         |                                       |         | 449,873   |           |              |         | 416,827   |          
|                              
|                              
|                              
|                              
|                               | Construction/land development  |                                       |         | 150,910   |           |              |         | 165,649   |          
|                               |                                |                                       |         |           |           |              |         |          
|                               |                                | Mortgage loans secured by first liens |         |           | 1,539,888 |              |         |           | 1,564,456 | 
|                              
|                              
|                              
|                              
|Commercial (business) loans    |                                |                                       | 102,280 |           |           |              | 90,378  |          
|                              
|                              
|                              
|                              
|Consumer loans                 |                                |                                       | 25,467  |           |           |              | 23,737  |          
|                              
|                              
|                              
|                              
|Home equity loans              |                                |                                       | 126,597 |           |           |              | 118,737 |          
|                              
|                              
|                              
|                              
|High LTV Loans                 |                                |                                       | 88,328  |           |           |              | 92,584  |          
|                               |                                |                                       |         |           |           |              |         |          
|                               | Total gross portfolio loans    |                                       |         | 1,882,560 |           |              |         | 1,889,892 |          
|                              
|                              
|                              
|                              
|Less-allowance for loan losses |                                |                                       | (30,470 | )         |           |              | (28,177 | )        
|                               |                                |                                       |         |           |           |              |         |          
|                               | Total loans held for portfolio |                                       | $       | 1,852,090 |           |              | $       | 1,861,715 |          
|                               |                                |                                       |         |           |           |              |         |          

Mortgage loans serviced for others as of March 31, 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 $666.0 million and $699.0
million at March 31, 2000 and December 31, 1999, respectively. Mortgage loan
servicing rights (both purchased and originated) amounted to $19.5 million and
$20.7 million at March 31, 2000 and December 31, 1999, respectively. Loans on
which interest was not being accrued at March 31, 2000 and December 31, 1999,
totaled approximately $23.7 million and $25.0 million, respectively. Loans
past due 90 days or more and still accruing interest at March 31, 2000 and
December 31, 1999 totaled $4,000 and $171,000, respectively.

7



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##### Table of Contents



4. 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 March
31, 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 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 March 31, 2000, approximately $1.1 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):

|                                                             |                 |   |                                      |        |      |   |        |        |  
|------------------------------------------------------------ | --------------- | - | ------------------------------------ | ------ | ---- | - | ------ | ------ | -
|                                                             |                 |   | For the Three Months Ended March 31,
|                                                             |                 |   |                                     
|                                                             |                 |   | 2000                                 |        | 1999
|                                                             |                 |   |                                      |        |     
|                                                             |                 |   | (unaudited)                         
|Balance, beginning of period                                 |                 | $ | 28,177                               |        |      | $ | 28,077 |       
|                                                            
|                                                            
|                                                            
|                                                            
|Provision for possible loan losses                           |                 |   | 4,400                                |        |      |   | 1,522  |       
|                                                            
|                                                            
|                                                            
|                                                            
|Loan discount (net) allocated to (from) purchased portfolios |                 |   | (5                                   | )      |      |   |       |       
|                                                            
|                                                            
|                                                            
|                                                            
|Loans charged-off                                            |                 |   | (2,749                               | )      |      |   | (2,518 | )     
|                                                            
|                                                            
|                                                            
|                                                            
|Recoveries of loans charged-off                              |                 |   | 647                                  |        |      |   | 361    |       
|                                                             |                 |   |                                      |        |      |   |        |       
|                                                             | Net charge-offs |   |                                      | (2,102 | )    |   |        | (2,157 | )
|                                                             |                 |   |                                      |        |      |   |        |       
|Balance, end of period                                       |                 | $ | 30,470                               |        |      | $ | 27,442 |       
|                                                             |                 |   |                                      |        |      |   |        |       

Of the $2.1 million of net charge-offs year-to-date 2000, $1.6 million resulted
from losses on High LTV Loans taken into portfolio in the fourth quarter of
1998.

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 $161,000, 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.

8



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##### Table of Contents



5. 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 2. 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 Gain (loss) on securities, net. Securities held to maturity are
carried at amortized cost.

9



---



##### Table of Contents






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

|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|-------------------------------------------------------------- |  | -------------- | ---------- | --------- |  | ---------- | ---------- | --------- |  | --------- | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                               |  | Quarters Ended
|                                                               |  |               
|                                                               |  | Mar. 2000      |            | Dec. 1999 |  | Sept. 1999 |            | June 1999 |  | Mar. 1999
|                                                               |  |                |            |           |  |            |            |           |  |          
|OPERATING DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Interest income                                                |  | $              | 49,587     |           |  | $          | 48,961     |           |  | $         | 48,158     |   |  | $ | 46,965     |   |  | $ | 46,679     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Interest expense                                               |  |                | 25,915     |           |  |            | 25,128     |           |  |           | 24,795     |   |  |   | 24,202     |   |  |   | 24,256     |  
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|Net interest income                                            |  |                | 23,672     |           |  |            | 23,833     |           |  |           | 23,363     |   |  |   | 22,763     |   |  |   | 22,423     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss provision                                            |  |                | 4,400      |           |  |            | 3,120      |           |  |           | 3,871      |   |  |   | 1,410      |   |  |   | 1,522      |  
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|Net interest income after loan loss provision                  |  |                | 19,272     |           |  |            | 20,713     |           |  |           | 19,492     |   |  |   | 21,353     |   |  |   | 20,901     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Noninterest income                                             |  |                | 4,930      |           |  |            | 5,048      |           |  |           | 7,621      |   |  |   | 5,800      |   |  |   | 7,363      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating expenses                                             |  |                | 19,343     |           |  |            | 20,782     |           |  |           | 20,615     |   |  |   | 20,685     |   |  |   | 22,346     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Other noninterest expense                                      |  |                | 1,282      |           |  |            | 1,150      |           |  |           | 1,043      |   |  |   | 840        |   |  |   | 651        |  
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|Net income before income taxes
& minority interest             |  |                | 3,577      |           |  |            | 3,829      |           |  |           | 5,455      |   |  |   | 5,628      |   |  |   | 5,267      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Income tax provision                                           |  |                | (1,507     | )         |  |            | (1,622     | )         |  |           | (1,968     | ) |  |   | (2,219     | ) |  |   | (1,991     | )
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interest in income from
subsidiary trust              |  |                | (421       | )         |  |            | (421       | )         |  |           | (424       | ) |  |   | (421       | ) |  |   | (421       | )
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|Net income                                                     |  | $              | 1,649      |           |  | $          | 1,786      |           |  | $         | 3,063      |   |  | $ | 2,988      |   |  | $ | 2,855      |  
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|PER SHARE DATA:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Earnings per share  diluted                                   |  | $              | .15        |           |  | $          | .16        |           |  | $         | .27        |   |  | $ | .26        |   |  | $ | .25        |  
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|Weighted average shares outstanding  diluted                  |  |                | 11,318,488 |           |  |            | 11,310,681 |           |  |           | 11,309,550 |   |  |   | 11,359,392 |   |  |   | 11,246,636 |  
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|Earnings per share  basic                                     |  | $              | .15        |           |  | $          | .17        |           |  | $         | .29        |   |  | $ | .28        |   |  | $ | .27        |  
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|Weighted average shares outstanding  basic                    |  |                | 10,555,889 |           |  |            | 10,547,802 |           |  |           | 10,510,415 |   |  |   | 10,493,214 |   |  |   | 10,386,952 |  
|                                                               |  |                |            |           |  |            |            |           |  |           |            |   |  |   |            |   |  |   |            |  
|BALANCE SHEET DATA (at period-end):                           
|                                                              
|                                                              
|                                                              
|                                                              
|Total assets                                                   |  | $              | 2,656,458  |           |  | $          | 2,566,026  |           |  | $         | 2,516,507  |   |  | $ | 2,573,825  |   |  | $ | 2,493,425  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Investment & mortgage-backed securities                        |  |                | 442,845    |           |  |            | 453,008    |           |  |           | 356,639    |   |  |   | 345,128    |   |  |   | 355,024    |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loans held for sale                                            |  |                |           |           |  |            |           |           |  |           |           |   |  |   |           |   |  |   | 80,915     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Portfolio loans, net of unearned income                        |  |                | 1,882,560  |           |  |            | 1,889,892  |           |  |           | 1,867,387  |   |  |   | 1,876,982  |   |  |   | 1,836,355  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Nonperforming assets                                           |  |                | 29,903     |           |  |            | 31,218     |           |  |           | 32,633     |   |  |   | 39,205     |   |  |   | 41,863     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Allowance for loan losses                                      |  |                | 30,470     |           |  |            | 28,177     |           |  |           | 28,189     |   |  |   | 26,209     |   |  |   | 27,442     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Goodwill & premium on deposits                                 |  |                | 31,862     |           |  |            | 32,827     |           |  |           | 33,791     |   |  |   | 34,936     |   |  |   | 35,906     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Deposits                                                       |  |                | 2,334,661  |           |  |            | 2,282,809  |           |  |           | 2,224,614  |   |  |   | 2,273,443  |   |  |   | 2,188,470  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Stockholders equity                                           |  |                | 170,489    |           |  |            | 170,245    |           |  |           | 169,544    |   |  |   | 167,608    |   |  |   | 168,448    |  
|                                                              
|                                                              
|                                                              
|                                                              
|Book value per share (dollars)                                 |  |                | 15.08      |           |  |            | 15.06      |           |  |           | 15.05      |   |  |   | 14.89      |   |  |   | 15.01      |  
|                                                              
|                                                              
|                                                              
|                                                              
|SELECTED FINANCIAL RATIOS:                                    
|                                                              
|                                                              
|                                                              
|                                                              
|Return on average assets                                       |  |                | .26        | %         |  |            | .28        | %         |  |           | .47        | % |  |   | .48        | % |  |   | .47        | %
|                                                              
|                                                              
|                                                              
|                                                              
|Return on average equity                                       |  |                | 3.90       |           |  |            | 4.19       |           |  |           | 7.14       |   |  |   | 7.23       |   |  |   | 7.11       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity to assets                                               |  |                | 6.42       |           |  |            | 6.63       |           |  |           | 6.73       |   |  |   | 6.51       |   |  |   | 6.76       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Equity and minority interest in preferred
subsidiary to assets |  |                | 7.50       |           |  |            | 7.75       |           |  |           | 7.88       |   |  |   | 7.63       |   |  |   | 7.91       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Portfolio loans/deposit ratio                                  |  |                | 80.64      |           |  |            | 82.79      |           |  |           | 83.94      |   |  |   | 82.56      |   |  |   | 83.91      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net interest spread                                            |  |                | 3.50       |           |  |            | 3.63       |           |  |           | 3.50       |   |  |   | 3.53       |   |  |   | 3.46       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Net interest margin                                            |  |                | 3.86       |           |  |            | 3.99       |           |  |           | 3.85       |   |  |   | 3.87       |   |  |   | 3.81       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating expense to average assets (1)                        |  |                | 3.00       |           |  |            | 3.27       |           |  |           | 3.38       |   |  |   | 3.30       |   |  |   | 3.61       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Operating efficiency ratio (1)                                 |  |                | 67.63      |           |  |            | 71.96      |           |  |           | 70.89      |   |  |   | 72.42      |   |  |   | 75.02      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss allowance to portfolio loans                         |  |                | 1.62       |           |  |            | 1.49       |           |  |           | 1.51       |   |  |   | 1.40       |   |  |   | 1.49       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Loan loss allowance to nonperforming loans                     |  |                | 128.40     |           |  |            | 112.04     |           |  |           | 108.32     |   |  |   | 77.11      |   |  |   | 79.16      |  
|                                                              
|                                                              
|                                                              
|                                                              
|CAPITAL RATIOS:                                               
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1 (leverage)  Company                                    |  |                | 5.93       |           |  |            | 6.02       |           |  |           | 5.97       |   |  |   | 5.83       |   |  |   | 5.76       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1 (leverage)  Bank                                       |  |                | 6.78       |           |  |            | 6.78       |           |  |           | 6.88       |   |  |   | 6.96       |   |  |   | 6.85       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1/risk-assets  Company                                   |  |                | 9.27       |           |  |            | 9.17       |           |  |           | 9.28       |   |  |   | 8.91       |   |  |   | 8.72       |  
|                                                              
|                                                              
|                                                              
|                                                              
|Tier 1/risk assets  Bank                                      |  |                | 10.59      |           |  |            | 10.33      |           |  |           | 10.64      |   |  |   | 10.59      |   |  |   | 10.35      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Risk-based capital  Company                                   |  |                | 11.65      |           |  |            | 11.53      |           |  |           | 11.66      |   |  |   | 10.21      |   |  |   | 10.02      |  
|                                                              
|                                                              
|                                                              
|                                                              
|Risk-based capital  Bank                                      |  |                | 11.89      |           |  |            | 11.63      |           |  |           | 11.94      |   |  |   | 11.88      |   |  |   | 11.65      |  
|                                                              
|                                                              
|                                                              
|                                                              
|OTHER DATA (at period-end):                                   
|                                                              
|                                                              
|                                                              
|                                                              
|Number of branch banking offices                               |  |                | 81         |           |  |            | 81         |           |  |           | 81         |   |  |   | 83         |   |  |   | 70         |  
|                                                              
|                                                              
|                                                              
|                                                              
|Number of full-time equivalent employees                       |  |                | 995        |           |  |            | 1,000      |           |  |           | 1,019      |   |  |   | 1,151      |   |  |   | 1,297      |  



---

|(1) |  | Ratios prior to 1999 include the commercial banking segment only;
non-recurring items not included
|--- |  | --------------------------------------------------------------------------------------------------

10



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##### Table of Contents



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

|                                |                               |   |                |        |           |   |            |        |           |   |           |        |  |   |        |        |  |   |        |        | 
|------------------------------- | ----------------------------- | - | -------------- | ------ | --------- | - | ---------- | ------ | --------- | - | --------- | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                |                               |   | Quarters Ended
|                                |                               |   |               
|                                |                               |   | Mar. 2000      |        | Dec. 1999 |   | Sept. 1999 |        | June 1999 |   | Mar. 1999
|                                |                               |   |                |        |           |   |            |        |           |   |          
|Non-performing loans:          
|                               
|                               
|                               
|                               
|Residential first lien          |                               | $ | 18,382         |        |           | $ | 19,654     |        |           | $ | 20,326    |        |  | $ | 25,621 |        |  | $ | 26,398 |       
|                               
|                               
|                               
|                               
|Commercial real estate          |                               |   | 2,550          |        |           |   | 3,252      |        |           |   | 3,749     |        |  |   | 5,483  |        |  |   | 4,764  |       
|                               
|                               
|                               
|                               
|Multifamily residential         |                               |   |               |        |           |   |           |        |           |   |          |        |  |   | 182    |        |  |   | 409    |       
|                               
|                               
|                               
|                               
|Commercial (business)           |                               |   | 602            |        |           |   | 797        |        |           |   | 178       |        |  |   | 950    |        |  |   | 1,386  |       
|                               
|                               
|                               
|                               
|Home equity                     |                               |   | 1,841          |        |           |   | 833        |        |           |   | 440       |        |  |   | 872    |        |  |   | 1,085  |       
|                               
|                               
|                               
|                               
|Consumer & other                |                               |   | 183            |        |           |   | 140        |        |           |   | 83        |        |  |   | 72     |        |  |   | 160    |       
|                               
|                               
|                               
|                               
|High LTV                        |                               |   | 173            |        |           |   | 474        |        |           |   | 1,249     |        |  |   | 808    |        |  |   | 464    |       
|                                |                               |   |                |        |           |   |            |        |           |   |           |        |  |   |        |        |  |   |        |       
|                                | Total nonperforming loans (1) |   |                | 23,731 |           |   |            | 25,150 |           |   |           | 26,025 |  |   |        | 33,988 |  |   |        | 34,666 | 
|                               
|                               
|                               
|                               
|Other nonperforming receivables |                               |   | 711            |        |           |   | 736        |        |           |   | 761       |        |  |   | 820    |        |  |   | 901    |       
|                               
|                               
|                               
|                               
|Other real estate:             
|                               
|                               
|                               
|                               
|Residential                     |                               |   | 2,141          |        |           |   | 3,804      |        |           |   | 3,568     |        |  |   | 3,176  |        |  |   | 3,567  |       
|                               
|                               
|                               
|                               
|Commercial-build & sell         |                               |   |               |        |           |   |           |        |           |   |          |        |  |   |       |        |  |   | 620    |       
|                               
|                               
|                               
|                               
|Commercial-bulk sale            |                               |   | 3,320          |        |           |   | 1,528      |        |           |   | 2,279     |        |  |   | 1,221  |        |  |   | 2,109  |       
|                                |                               |   |                |        |           |   |            |        |           |   |           |        |  |   |        |        |  |   |        |       
|                                | Total ORE                     |   |                | 5,461  |           |   |            | 5,332  |           |   |           | 5,847  |  |   |        | 4,397  |  |   |        | 6,296  | 
|                               
|                               
|                               
|                               
|                                | Total nonperforming assets    |   | $              | 29,903 |           |   | $          | 31,218 |           |   | $         | 32,633 |  |   | $      | 39,205 |  |   | $      | 41,863 | 
|                                |                               |   |                |        |           |   |            |        |           |   |           |        |  |   |        |        |  |   |        |       



---

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

|                                               |                                    |       |      |        |        |   |      |        |        |   |       |        |        |   |      |        |        |   |      |        |        |  
|---------------------------------------------- | ---------------------------------- | ----- | ---- | ------ | ------ | - | ---- | ------ | ------ | - | ----- | ------ | ------ | - | ---- | ------ | ------ | - | ---- | ------ | ------ | -
|Memorandum:                                   
|                                              
|                                              
|                                              
|                                              
|Past due 90+ days-still accruing (incl. above) |                                    | $     | 4    |        |        | $ | 171  |        |        | $ | 1,273 |        |        | $ | 41   |        |        | $ | 289  |       
|                                              
|                                              
|                                              
|                                              
|Nonperforming loans/portfolio loans            |                                    |       | 1.26 | %      |        |   | 1.33 | %      |        |   | 1.39  | %      |        |   | 1.81 | %      |        |   | 1.89 | %     
|                                              
|                                              
|                                              
|                                              
|Nonperforming assets/assets                    |                                    |       | 1.14 |        |        |   | 1.22 |        |        |   | 1.30  |        |        |   | 1.52 |        |        |   | 1.68 |       
|                                              
|                                              
|                                              
|                                              
|ORE/assets                                     |                                    |       | .21  |        |        |   | .21  |        |        |   | .23   |        |        |   | 0.17 |        |        |   | 0.25 |       
|                                              
|                                              
|                                              
|                                              
|Loan loss allowance to nonperforming loans:   
|                                              
|                                              
|                                              
|                                              
|                                               | Originated portfolio               |       |      | 143.60 | %      |   |      | 137.61 | %      |   |       | 121.52 | %      |   |      | 85.79  | %      |   |      | 80.87  | %     
|                                              
|                                              
|                                              
|                                              
|                                               | July 1997 Purchase                 |       |      | 2.43   |        |   |      |       |        |   |       | 35.21  |        |   |      | 34.03  |        |   |      | 27.01  |       
|                                              
|                                              
|                                              
|                                              
|                                               | March 1995 Purchase                |       |      | 228.45 |        |   |      | 246.89 |        |   |       | 153.85 |        |   |      | 128.73 |        |   |      | 111.62 |       
|                                              
|                                              
|                                              
|                                              
|                                               | CrossLand portfolio                |       |      |       |        |   |      | 24.63  |        |   |       | 42.90  |        |   |      | 43.31  |        |   |      | 41.65  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Other purchased portfolios         |       |      | 21.03  |        |   |      | 14.03  |        |   |       | 36.56  |        |   |      | 26.92  |        |   |      | 79.86  |       
|                                               |                                    |       |      |        |        |   |      |        |        |   |       |        |        |   |      |        |        |   |      |       
|                                               |                                    | Total |      |        | 128.40 | % |      |        | 112.04 | % |       |        | 108.32 | % |      |        | 77.11  | % |      |        | 79.16  | %
|                                               |                                    |       |      |        |        |   |      |        |        |   |       |        |        |   |      |        |        |   |      |       
|Other loan delinquency data                   
|                                              
|                                              
|                                              
|                                              
|30-89 days past due:                           |                                    |      
|                                              
|                                              
|                                              
|                                              
|                                               | Residential first lien             |       | $    | 23,305 |        |   | $    | 17,334 |        |   | $     | 14,180 |        |   | $    | 13,782 |        |   | $    | 12,553 |       
|                                              
|                                              
|                                              
|                                              
|                                               | Commercial real estate/multifamily |       |      | 915    |        |   |      | 5,282  |        |   |       | 314    |        |   |      | 4,140  |        |   |      | 6,958  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Commercial (business)              |       |      | 824    |        |   |      | 1,190  |        |   |       | 1,535  |        |   |      | 1,872  |        |   |      | 1,540  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Home equity                        |       |      | 1,351  |        |   |      | 1,864  |        |   |       | 1,399  |        |   |      | 3,082  |        |   |      | 1,228  |       
|                                              
|                                              
|                                              
|                                              
|                                               | Consumer & other                   |       |      | 364    |        |   |      | 479    |        |   |       | 491    |        |   |      | 293    |        |   |      | 453    |       
|                                              
|                                              
|                                              
|                                              
|                                               | High LTV                           |       |      | 2,385  |        |   |      | 3,301  |        |   |       | 2,253  |        |   |      | 1,265  |        |   |      | 1,935  |       
|                                               |                                    |       |      |        |        |   |      |        |        |   |       |        |        |   |      |        |        |   |      |       
|                                               |                                    | Total |      | $      | 29,144 |   |      | $      | 29,450 |   |       | $      | 20,172 |   |      | $      | 24,434 |   |      | $      | 24,667 |  
|                                               |                                    |       |      |        |        |   |      |        |        |   |       |        |        |   |      |        |        |   |      |       

11



---



##### Table of Contents



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

|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |           |  
|------------------------------------------------------------ | ----- | - | -------------- | --------- | --------- | - | ---------- | --------- | --------- | - | --------- | --------- | - | - | ------- | --------- | - | - | ------- | --------- | -
|                                                             |       |   | Quarters Ended
|                                                             |       |   |               
|                                                             |       |   | Mar. 2000      |           | Dec. 1999 |   | Sept. 1999 |           | June 1999 |   | Mar. 1999
|                                                             |       |   |                |           |           |   |            |           |           |   |          
|Daily average loans outstanding:                            
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       | $ | 826,987        |           |           | $ | 839,577    |           |           | $ | 853,691   |           |   | $ | 880,883 |           |   | $ | 976,233 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | 714,664        |           |           |   | 672,858    |           |           |   | 641,950   |           |   |   | 622,678 |           |   |   | 629,870 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | 161,777        |           |           |   | 173,867    |           |           |   | 186,616   |           |   |   | 180,263 |           |   |   | 197,055 |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | 63,554         |           |           |   | 63,632     |           |           |   | 65,318    |           |   |   | 69,511  |           |   |   | 72,702  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer & other                                             |       |   | 23,719         |           |           |   | 25,406     |           |           |   | 30,193    |           |   |   | 30,254  |           |   |   | 32,476  |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | 90,142         |           |           |   | 98,565     |           |           |   | 102,674   |           |   |   | 106,168 |           |   |   | 113,113 |          
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          
|                                                             | Total |   | $              | 1,880,843 |           |   | $          | 1,873,905 |           |   | $         | 1,880,442 |   |   | $       | 1,889,757 |   |   | $       | 2,021,449 |  
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          
|Allowance for loan losses
at beginning of period             |       | $ | 28,177         |           |           | $ | 28,189     |           |           | $ | 26,209    |           |   | $ | 27,442  |           |   | $ | 28,077  |          
|                                                            
|                                                            
|                                                            
|                                                            
|Loan discount (net) allocated to
(from) purchased portfolios |       |   |               |           |           |   |           |           |           |   |          |           |   |   |        |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Provision for loan losses                                    |       |   | 4,400          |           |           |   | 3,120      |           |           |   | 3,871     |           |   |   | 1,410   |           |   |   | 1,522   |          
|                                                            
|                                                            
|                                                            
|                                                            
|Acquired reserve-purchased loans                             |       |   | (5             | )         |           |   | (470       | )         |           |   |          |           |   |   | 275     |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Charge-offs:                                                
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |   | (848           | )         |           |   | (773       | )         |           |   | (773      | )         |   |   | (725    | )         |   |   | (709    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   |               |           |           |   | (167       | )         |           |   | (20       | )         |   |   | (634    | )         |   |   | (17     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   |               |           |           |   | (115       | )         |           |   | (56       | )         |   |   | (176    | )         |   |   | (6      | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   |               |           |           |   |           |           |           |   | (312      | )         |   |   | (386    | )         |   |   | (32     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |   | (34            | )         |           |   | (155       | )         |           |   | (96       | )         |   |   | (140    | )         |   |   | (188    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |   | (32            | )         |           |   | (14        | )         |           |   | (77       | )         |   |   | (35     | )         |   |   | (160    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | (1,835         | )         |           |   | (1,620     | )         |           |   | (863      | )         |   |   | (1,468  | )         |   |   | (1,406  | )        
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          
|                                                             | Total |   |                | (2,749    | )         |   |            | (2,844    | )         |   |           | (2,197    | ) |   |         | (3,564    | ) |   |         | (2,518    | )
|                                                            
|                                                            
|                                                            
|                                                            
|Recoveries:                                                 
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |   | 48             |           |           |   | 4          |           |           |   | 110       |           |   |   | 559     |           |   |   | 22      |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | 287            |           |           |   | 8          |           |           |   | 2         |           |   |   | 3       |           |   |   | 5       |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | 29             |           |           |   | 13         |           |           |   | 44        |           |   |   | 16      |           |   |   | 111     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | 4              |           |           |   | 25         |           |           |   | 21        |           |   |   | 6       |           |   |   |        |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |   | 11             |           |           |   | 11         |           |           |   | 29        |           |   |   | 35      |           |   |   | 43      |          
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |   | 2              |           |           |   | 24         |           |           |   | 16        |           |   |   | 7       |           |   |   | 80      |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | 266            |           |           |   | 97         |           |           |   | 84        |           |   |   | 20      |           |   |   | 100     |          
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          
|                                                             | Total |   |                | 647       |           |   |            | 182       |           |   |           | 306       |   |   |         | 646       |   |   |         | 361       |  
|                                                            
|                                                            
|                                                            
|                                                            
|Net (charge-offs) recoveries:                               
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |   | (800           | )         |           |   | (769       | )         |           |   | (663      | )         |   |   | (166    | )         |   |   | (687    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | 287            |           |           |   | (159       | )         |           |   | (18       | )         |   |   | (631    | )         |   |   | (12     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | 29             |           |           |   | (102       | )         |           |   | (12       | )         |   |   | (160    | )         |   |   | 105     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | 4              |           |           |   | 25         |           |           |   | (291      | )         |   |   | (380    | )         |   |   | (32     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer                                                     |       |   | (23            | )         |           |   | (144       | )         |           |   | (67       | )         |   |   | (105    | )         |   |   | (145    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Other                                                        |       |   | (30            | )         |           |   | 10         |           |           |   | (61       | )         |   |   | (28     | )         |   |   | (80     | )        
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | (1,569         | )         |           |   | (1,523     | )         |           |   | (779      | )         |   |   | (1,448  | )         |   |   | (1,306  | )        
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          
|                                                             | Total |   |                | (2,102    | )         |   |            | (2,662    | )         |   |           | (1,891    | ) |   |         | (2,918    | ) |   |         | (2,157    | )
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          
|Allowance for loan losses at
end of period                   |       | $ | 30,470         |           |           | $ | 28,177     |           |           | $ | 28,189    |           |   | $ | 26,209  |           |   | $ | 27,442  |          
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          
|Net charge-offs (recoveries) to average
loans  annualized: 
|                                                            
|                                                            
|                                                            
|                                                            
|Residential first lien                                       |       |   | .39            | %         |           |   | .37        | %         |           |   | .31       | %         |   |   | .08     | %         |   |   | .28     | %        
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial real estate/multifamily                           |       |   | (.18           | )         |           |   | .11        |           |           |   | .01       |           |   |   | .47     |           |   |   | .01     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Commercial (business)                                        |       |   | (.07           | )         |           |   | .23        |           |           |   | .03       |           |   |   | .36     |           |   |   | (.21    | )        
|                                                            
|                                                            
|                                                            
|                                                            
|Home equity                                                  |       |   | (.03           | )         |           |   | (.16       | )         |           |   | 1.78      |           |   |   | 2.19    |           |   |   | .18     |          
|                                                            
|                                                            
|                                                            
|                                                            
|Consumer & other                                             |       |   | .39            |           |           |   | 2.27       |           |           |   | .89       |           |   |   | 1.39    |           |   |   | 1.79    |          
|                                                            
|                                                            
|                                                            
|                                                            
|High LTV                                                     |       |   | 6.96           |           |           |   | 6.18       |           |           |   | 3.03      |           |   |   | 5.46    |           |   |   | 4.62    |          
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          
|                                                             | Total |   |                | .45       | %         |   |            | .57       | %         |   |           | .40       | % |   |         | .62       | % |   |         | .43       | %
|                                                             |       |   |                |           |           |   |            |           |           |   |           |           |   |   |         |           |   |   |         |          

12



---



##### Table of Contents









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

Comparison of Balance Sheets at March 31, 2000 and December 31, 1999

Overview

Total assets were $2.6 billion at March 31, 2000, a $60.4 million increase from
the amount at December 31, 1999. This increase is primarily the result of
reinvesting funds from deposit growth attributable to the 24 new branches that
were opened in late 1998 and 1999 as part of our branch expansion program.

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

Investment securities, commercial paper and mortgage backed securities
available for sale, consisting of U.S. Treasury and federal agency securities,
were $363.6 million at March 31, 2000, compared to $380.7 million at the end
of last year. The decrease was primarily the result of the maturity in the
first quarter of 2000 of $39.9 million of commercial paper held for sale,
offset by an increase of $25.9 million in mortgage backed securities available
for sale. Mortgage-related securities in the trading category, which amounted
to $38.7 million at March 31, 2000, which was down from $39.3 million at
December 31, 1999, consist of: (1) a $10.9 million subordinate tranche
purchased from the Companys securitization of High LTV Loans in June 1998;
(2) $23.7 million in overcollateralization and residual interests in cash
flows from Company securitizations in December 1997 and June 1998; and (3) the
excess spread on mortgage servicing rights, which amounted to $4.1 million at
year-end 1999.

Loans

Total loans declined by $7.3 million from $1.89 billion at the prior year-end
to $1.88 billion at March 31, 2000. Real estate secured loans declined by
$24.6 million and High LTV loans decreased by $4.3 million. This was partially
offset by increases in commercial loans of $11.9 million and home equity loans
of $7.9 million. Loan originations for the first three months of 2000 totaled
$113.5 million compared to $227.0 million for the same period a year ago.

Allowance for Loan Losses

The allowance for loan losses amounted to $30.5 million (1.62% of portfolio
loans) at March 31, 2000, compared with $28.2 million (1.49% of portfolio
loans) at December 31, 1999. Activity relating to the allowance in 2000
included provisions for loan losses of $4.4 million, and loan charge-offs (net
of recoveries) of $2.1 million. Of the net amount of charge-offs, $1.6
million related to High LTV Loans taken into portfolio by the Company in the
fourth quarter of 1998. At March 31, 2000, the ratio of the allowance for loan
losses to nonperforming loans was 128.40% compared to 112.04% at the end of
1999.

In the current quarter the Company recorded a loan loss provision of $4.4
million, in part based on events and circumstances occurring in the first
quarter of 2000 regarding the Companys warehouse lending operation. The
amount of loss realized on the warehouse lending matter, if any, is yet to be
determined but based on available information, management believes that the
potential loss from this matter is covered by its loan loss allowance at March
31, 2000.

Nonperforming Assets

Nonperforming assets amounted to $29.9 million (1.14% of total assets) at March
31, 2000, compared with $31.2 million (1.22% of total assets) at December 31,
1999. Nonperforming loans totaled $23.7 million at March 31, 2000, a decrease
of $1.4 million from the prior year-end total of $25.2 million. Nonperforming
one-to-four family residential mortgage loans decreased by $476,000.
Nonperforming commercial real estate and commercial (business) nonperforming
loans decreased $897,000 and High LTV nonperforming loans and nonperforming
subprime mortgages decreased $301,000 and $796,000, respectively. ORE balances
increased $129,000 to $5.5 million, primarily from residential loans taken into
foreclosure.

13



---



##### Table of Contents



Deposits

Total deposits were $2.33 billion at March 31, 2000, a $51.9 million increase
from the prior year-end that was primarily attributable to the Banks branch
expansion program. Checking accounts (including non-retail deposits such as
official checks) increased by $16.7 million. In the first quarter of 2000 we
introduced a new money market deposit product paying a premium rate. Growth in
this new product was $90.7 million, including transfers from savings accounts
also paying a premium rate, which declined $47.9 million. Certificates of
deposit grew by $19.7 million. Total deposits from the 24 branches which
comprised our 1998 and 1999 branch expansion program have increased by $47.9
million from $206.2 million at the end of 1999 to $249.6 million at March 31,
2000.

Holding Company Debt

Holding company debt decreased by $831,000 to $25.8 million at March 31, 2000
as a result of contractual monthly principal amortization. Holding company debt
consists of Senior Debt to SunTrust of $8.3 million, term subordinated debt of
$2.8 million and $14.7 million of Convertible Subordinated debentures. The
Senior Debt requires monthly payments of $278,000 principal plus interest at
Libor plus 1.75% and a balloon payment in March of 2001 of approximately $5.0
million. The term subordinated debt and Convertible Subordinated debt mature
on September 22, 2006 and October 1, 2014, respectively.

Stockholders Equity

Stockholders equity was $170.5 million at March 31, 2000, or 6.4% of total
assets, compared to $170.2 million or 6.6% of total assets at December 31,
1999. At March 31, 2000, the Banks Tier 1 (leverage) Capital ratio was
6.78%, its Tier 1 (risk-based) Capital ratio was 10.59%, and its Total
Risk-Based Capital ratio was 11.89%, all in excess of minimum FDIC guidelines
for an institution to be considered a well-capitalized bank. The same
ratios for the Company at March 31, 2000 were 5.93%, 9.27%, and 11.65%,
respectively.

Comparison of Results of Operations for the Three Months Ended March 31, 2000 and 1999

Overview

Net income for the first quarter of 2000 was $1.6 million, or $.15 per share
(on a diluted basis), compared with $2.9 million, or $.25 per share, on the
same basis for the same period in 1999. Net income for 1999 included $2.8
million in gains on sale of loans in addition to a lesser loss provision.

Analysis of Net Interest Income (see table on page 15)

Net interest income for the three months ended March 31, 2000 was $23.7
million compared with $22.4 million for the same period last year, a $1.2
million (5.6%) increase. Interest income was $49.6 million for the first
quarter of 2000, an increase of $2.9 million over the same period in 1999.
Interest expense increased by $1.7 million from $24.3 million in 1999 to $25.9
million in 2000. Average asset yield increased by nine basis points from
8.07% for the same period of 1999 to 8.16% for 2000, primarily as a result of
a 24 basis point increase in loan portfolio yield. The average cost of
interest-bearing liabilities also increased by five basis points from 4.61% to
4.66%, primarily due to an increasingly competitive market for deposit
accounts and a rising interest rate environment. Net interest spread
increased from 3.46% for first quarter 1999 to 3.50% for first quarter 2000
and, net interest margin, which includes the benefit of noninterest bearing
funds, increased from 3.81% for first quarter 1999 to 3.86% for first quarter
2000.

14



---



##### Table of Contents



The following table summarizes the average yields earned on interest-earning
assets and the average rates paid on interest-bearing liabilities for the
three months ended March 31, 2000 and 1999 ($ in thousands):

|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |        |  |  |      |      |  
|--------------------------------------- | ---------------------------------- | ------- | ---------------------------- | --------- | ---- | ---- | ------ | ------- | ------- | -------- | ------- | ---- | - |  | - | --------- | ------- | - | ------ | ------ |  |  | ---- | ---- | -
|                                        |                                    |         | Three Months Ended March 31,
|                                        |                                    |         |                              |          
|                                        |                                    |         | 2000                         |           | 1999
|                                        |                                    |         |                              |           |     
|                                        |                                    |         | Average                      |           |      |      |        |         | Average |          | Average |      |   |  |   |           | Average
|Summary of Average Rates                |                                    | Balance |                              | Interest  |      | Rate |        | Balance |         | Interest |         | Rate
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |     
|Interest earning assets:               
|                                       
|                                       
|                                       
|                                       
|                                        | Loans, net                         |         | $                            | 1,880,843 |      |      | $      | 41,331  |         |          |         | 8.76 | % |  | $ | 2,021,429 |         |   | $      | 43,081 |  |  |      | 8.52 | %
|                                       
|                                       
|                                       
|                                       
|                                        | Investment securities              |         |                              | 25,230    |      |      |        | 353     |         |          |         | 5.61 |   |  |   | 42,352    |         |   |        | 536    |  |  |      | 5.12 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Mortgage-backed securities         |         |                              | 370,707   |      |      |        | 5,994   |         |          |         | 6.47 |   |  |   | 37,890    |         |   |        | 594    |  |  |      | 6.27 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Trading securities                 |         |                              | 39,032    |      |      |        | 293     |         |          |         | 3.00 |   |  |   | 83,010    |         |   |        | 950    |  |  |      | 4.58 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Commercial paper                   |         |                              | 7,549     |      |      |        | 112     |         |          |         | 5.87 |   |  |   |          |         |   |        |       |  |  |      |     |  
|                                       
|                                       
|                                       
|                                       
|                                        | Interest bearing deposits in banks |         |                              | 5,743     |      |      |        | 93      |         |          |         | 6.55 |   |  |   | 7,519     |         |   |        | 72     |  |  |      | 3.88 |  
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB stock                         |         |                              | 13,816    |      |      |        | 276     |         |          |         | 8.02 |   |  |   | 11,433    |         |   |        | 209    |  |  |      | 7.41 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Federal funds sold                 |         |                              | 80,534    |      |      |        | 1,135   |         |          |         | 5.57 |   |  |   | 106,420   |         |   |        | 1,237  |  |  |      | 4.65 |  
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |       
|                                        | Total interest earning assets      |         |                              | 2,423,454 |      |      |        | 49,587  |         |          |         | 8.16 |   |  |   | 2,310,073 |         |   |        | 46,679 |  |  |      | 8.07 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Noninterest earning assets         |         |                              | 153,265   |      |      |        |         |         |          |         |      |   |  |   | 167,304   |        
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |          
|                                        | Total assets                       |         | $                            | 2,576,719 |      |      |        |         |         |          |         |      |   |  | $ | 2,477,377 |        
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |          
|Interest bearing liabilities:          
|                                       
|                                       
|                                       
|                                       
|                                        | Interest checking                  |         | $                            | 185,690   |      |      |        | 350     |         |          |         | .76  |   |  | $ | 179,649   |         |   |        | 340    |  |  |      | .77  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Money market                       |         |                              | 246,871   |      |      |        | 2,520   |         |          |         | 4.11 |   |  |   | 172,465   |         |   |        | 1,614  |  |  |      | 3.80 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Savings                            |         |                              | 61,967    |      |      |        | 254     |         |          |         | 1.65 |   |  |   | 72,595    |         |   |        | 329    |  |  |      | 1.84 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Passbook Gold                      |         |                              | 220,836   |      |      |        | 2,252   |         |          |         | 4.10 |   |  |   | 291,630   |         |   |        | 3,049  |  |  |      | 4.24 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Time deposits                      |         |                              | 1,455,094 |      |      |        | 19,491  |         |          |         | 5.39 |   |  |   | 1,329,324 |         |   |        | 17,782 |  |  |      | 5.43 |  
|                                       
|                                       
|                                       
|                                       
|                                        | FHLB advances                      |         |                              | 768       |      |      |        | 13      |         |          |         | 6.85 |   |  |   | 12,833    |         |   |        | 157    |  |  |      | 4.95 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other borrowings                   |         |                              | 65,150    |      |      |        | 1,035   |         |          |         | 6.38 |   |  |   | 74,057    |         |   |        | 985    |  |  |      | 5.39 |  
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |       
|                                        | Total interest bearing liabilities |         |                              | 2,236,376 |      |      |        | 25,915  |         |          |         | 4.66 |   |  |   | 2,132,553 |         |   |        | 24,256 |  |  |      | 4.61 |  
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |       
|                                        | Noninterest bearing liabilities    |         |                              | 170,296   |      |      |        |         |         |          |         |      |   |  |   | 182,023   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Stockholders equity               |         |                              | 170,047   |      |      |        |         |         |          |         |      |   |  |   | 162,801   |        
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |          
|                                        | Total liabilities and equity       |         | $                            | 2,576,719 |      |      |        |         |         |          |         |      |   |  | $ | 2,477,377 |        
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |          
|Net interest income/net interest spread |                                    |         |                              |           |      | $    | 23,672 |         |         |          | 3.50    | %    |   |  |   |           |         | $ | 22,423 |        |  |  | 3.46 | %   
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |        |  |  |      |     
|Net interest margin                     |                                    |         |                              |           |      |      |        |         |         |          | 3.86    | %    |   |  |   |           |         |   |        |        |  |  | 3.81 | %   
|                                        |                                    |         |                              |           |      |      |        |         |         |          |         |      |   |  |   |           |         |   |        |        |  |  |      |     

|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |        |       | 
|------------------------------------------ | ---------------------------------- | ------------------------------- | ----- | -------------------------- | ----- | ----- | ----- | ----- | ----- | - | ----- | ------ | ----- | 
|                                           |                                    |                                 |       | Increase (Decrease) Due to
|                                           |                                    |                                 |       |                           
|Changes in Net Interest Income             |                                    | Volume                          |       | Rate                       |       | Total
|Interest earning assets:                  
|                                          
|                                          
|                                          
|                                          
|                                           | Loans, net                         |                                 | $     | (2,755                     | )     |       | $     | 1,005 |       |   | $     | (1,750 | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Investment securities              |                                 |       | (192                       | )     |       |       | 9     |       |   |       | (183   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Mortgage-backed securities         |                                 |       | 5,361                      |       |       |       | 39    |       |   |       | 5,400  |      
|                                          
|                                          
|                                          
|                                          
|                                           | Trading securities                 |                                 |       | (340                       | )     |       |       | (317  | )     |   |       | (657   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Commercial paper                   |                                 |       | 112                        |       |       |       |      |       |   |       | 112    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest bearing deposits in banks |                                 |       | (20                        | )     |       |       | 41    |       |   |       | 21     |      
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB stock                         |                                 |       | 49                         |       |       |       | 18    |       |   |       | 67     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Federal funds sold                 |                                 |       | (321                       | )     |       |       | 219   |       |   |       | (102   | )    
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|                                           |                                    | Total change in interest income |       |                            | 1,894 |       |       |       | 1,014 |   |       |        | 2,908 | 
|                                          
|                                          
|                                          
|                                          
|Interest bearing liabilities:             
|                                          
|                                          
|                                          
|                                          
|                                           | Interest checking                  |                                 |       | 15                         |       |       |       | (5    | )     |   |       | 10     |      
|                                          
|                                          
|                                          
|                                          
|                                           | Money market                       |                                 |       | 765                        |       |       |       | 141   |       |   |       | 906    |      
|                                          
|                                          
|                                          
|                                          
|                                           | Savings                            |                                 |       | (43                        | )     |       |       | (32   | )     |   |       | (75    | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Passbook Gold                      |                                 |       | (698                       | )     |       |       | (99   | )     |   |       | (797   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Time deposits                      |                                 |       | 2,008                      |       |       |       | (299  | )     |   |       | 1,709  |      
|                                          
|                                          
|                                          
|                                          
|                                           | FHLB advances                      |                                 |       | (78                        | )     |       |       | (66   | )     |   |       | (144   | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Other borrowings                   |                                 |       | (76                        | )     |       |       | 126   |       |   |       | 50     |      
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|Total change in interest expense           |                                    |                                 | 1,893 |                            |       |       | (234  | )     |       |   | 1,659 |       
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       
|Increase (decrease) in net interest income |                                    | $                               | 1     |                            |       | $     | 1,248 |       |       | $ | 1,249 |       
|                                           |                                    |                                 |       |                            |       |       |       |       |       |   |       |       

15



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##### Table of Contents



Noninterest Income

Noninterest income for the three months ended March 31, 2000 was $4.9 million
compared with $7.4 million for the same period of 1999, a decrease of $2.4
million. Gains on sale of loans were $2.8 million in 1999 compared to $20,000
in 2000. Other changes included a $186,000 decrease in loan service fees and
a $533,000 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 March 31, 2000, and 1999 ($ in thousands; unaudited):

|                                    |  |                                      |       |      |  |            |       |   |  |          |        |  
|----------------------------------- |  | ------------------------------------ | ----- | ---- |  | ---------- | ----- | - |  | -------- | ------ | -
|                                    |  | For the Three Months Ended March 31,
|                                    |  |                                     
|                                    |  |                                      |       |      |  |            |       |   |  | Increase
|                                    |  | 2000                                 |       | 1999 |  | (Decrease)
|                                    |  |                                      |       |      |  |           
|Service charges on deposit accounts |  | $                                    | 1,604 |      |  | $          | 1,131 |   |  | $        | 473    |  
|                                   
|                                   
|                                   
|                                   
|Loan service fees                   |  |                                      | 1,698 |      |  |            | 1,884 |   |  |          | (186   | )
|                                   
|                                   
|                                   
|                                   
|Other loan fee income               |  |                                      | 967   |      |  |            | 903   |   |  |          | 64     |  
|                                   
|                                   
|                                   
|                                   
|Gain on sale of loans, net          |  |                                      | 20    |      |  |            | 2,793 |   |  |          | (2,773 | )
|                                   
|                                   
|                                   
|                                   
|Gain on sale of securities, net     |  |                                      | 3     |      |  |            |      |   |  |          | 3      |  
|                                   
|                                   
|                                   
|                                   
|Net trading account loss            |  |                                      | (142  | )    |  |            | (135  | ) |  |          | (7     | )
|                                   
|                                   
|                                   
|                                   
|Generations Gold fee income         |  |                                      | 383   |      |  |            | 323   |   |  |          | 60     |  
|                                   
|                                   
|                                   
|                                   
|Foreign exchange income             |  |                                      | 38    |      |  |            | 28    |   |  |          | 10     |  
|                                   
|                                   
|                                   
|                                   
|Other income                        |  |                                      | 359   |      |  |            | 436   |   |  |          | (77    | )
|                                    |  |                                      |       |      |  |            |       |   |  |          |        |  
|Total noninterest income            |  | $                                    | 4,930 |      |  | $          | 7,363 |   |  | $        | (2,433 | )
|                                    |  |                                      |       |      |  |            |       |   |  |          |        |  

Noninterest Expense

Operating expenses for the first quarter of 2000 were $19.3 million compared
with $22.3 million for the same period last year, a decrease of $3.0 million.
This decrease is primarily due to a $2.6 million decrease in salary and
benefits expenses, a $194,000 decrease in telephone expense and a $612,000
decrease in postage and supplies expense, all resulting from the closing of
the Banks mortgage banking division completed during 1999. Total
noninterest expenses, which includes operating expense, were $20.6 million
for the three months ended March 31, 2000 compared with $23.0 million for the
same period last year.

The following table reflects the components of noninterest expense for the
three months ended March 31, 2000 and 1999 ($ in thousands; unaudited):

|                                                 |  |                                      |        |      |  |            |        |   |  |          |        |  
|------------------------------------------------ |  | ------------------------------------ | ------ | ---- |  | ---------- | ------ | - |  | -------- | ------ | -
|                                                 |  | For the Three Months Ended March 31,
|                                                 |  |                                     
|                                                 |  |                                      |        |      |  |            |        |   |  | Increase
|                                                 |  | 2000                                 |        | 1999 |  | (Decrease)
|                                                 |  |                                      |        |      |  |           
|Salaries and benefits                            |  | $                                    | 9,354  |      |  | $          | 12,010 |   |  | $        | (2,656 | )
|                                                
|                                                
|                                                
|                                                
|Net occupancy expense                            |  |                                      | 4,009  |      |  |            | 3,730  |   |  |          | 279    |  
|                                                
|                                                
|                                                
|                                                
|Advertising and marketing                        |  |                                      | 538    |      |  |            | 368    |   |  |          | 170    |  
|                                                
|                                                
|                                                
|                                                
|Data processing fees and services                |  |                                      | 1,194  |      |  |            | 952    |   |  |          | 242    |  
|                                                
|                                                
|                                                
|                                                
|FDIC and state assessments                       |  |                                      | 254    |      |  |            | 333    |   |  |          | (79    | )
|                                                
|                                                
|                                                
|                                                
|Telephone expense                                |  |                                      | 357    |      |  |            | 551    |   |  |          | (194   | )
|                                                
|                                                
|                                                
|                                                
|Legal and professional                           |  |                                      | 543    |      |  |            | 509    |   |  |          | 34     |  
|                                                
|                                                
|                                                
|                                                
|Postage and supplies                             |  |                                      | 731    |      |  |            | 1,343  |   |  |          | (612   | )
|                                                
|                                                
|                                                
|                                                
|Other operating expense                          |  |                                      | 2,363  |      |  |            | 2,550  |   |  |          | (187   | )
|                                                 |  |                                      |        |      |  |            |        |   |  |          |        |  
|Total operating expenses                         |  |                                      | 19,343 |      |  |            | 22,346 |   |  |          | (3,003 | )
|                                                
|                                                
|                                                
|                                                
|ORE expense, net of ORE income                   |  |                                      | 317    |      |  |            | (359   | ) |  |          | 676    |  
|                                                
|                                                
|                                                
|                                                
|Amortization of premium on deposits
and goodwill |  |                                      | 965    |      |  |            | 1,010  |   |  |          | (45    | )
|                                                 |  |                                      |        |      |  |            |        |   |  |          |        |  
|Total noninterest expense                        |  | $                                    | 20,625 |      |  | $          | 22,997 |   |  | $        | (2,372 | )
|                                                 |  |                                      |        |      |  |            |        |   |  |          |        |  

16



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##### Table of Contents









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 that we had knowledge of and failed to disclose to BSB and
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 also alleges breach of contract, fraud and
violations of the Florida statutes governing securities transactions. The
plaintiffs have alleged damages generally in the amount of $3,350,000. The
Companys motion to dismiss the claim was denied on January 31, 2000, and the
Company filed counter claims alleging breach of contract, fraud in the
inducement, negligent misrepresentation and securities fraud against
plaintiffs on February 22, 2000. The plaintiffs have since moved to dismiss
our counterclaim. We believe the plaintiffs claims are without merit and
intend 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
the Companys 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 the Company 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 defend such action vigorously.

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



| |    |                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------
| | b. | The following reports on Form 8-K filed during the
quarter ended March 31, 2000, 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.

17



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Pursuant to the requirements of Section 13 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:May 4, 2000 |  | By: /s/ William R. Klich
William R. Klich
President and Chief Executive Officer
(principal executive officer)
|                
|Date:May 4, 2000 |  | By: /s/ William R. Falzone
William R. Falzone
Treasurer (principal financial and
accounting officer)         

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