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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, 2002                                           
|           |  |                                                                                         
|o          |  | 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

---

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


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes [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 |  | 11,344,609 shares outstanding at March 31, 2002





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TABLE OF CONTENTS



|                              |                                                                                               |                                                        |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------ |  |  |  |  |  | 
|Part I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | CONSOLIDATED BALANCE SHEETS                           
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS                 
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY       
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                 
|                              |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            
|                              |                                                                                               | SELECTED QUARTERLY FINANCIAL INFORMATION              
|                              | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              | Part  II. OTHER INFORMATION                                                                  
|                              | Item 1. Legal Proceedings                                                                    
|                              | Item 5. Other Information                                                                    
|                              | Item 6. Exhibits and Report on Form 8-K                                                      
|SIGNATURES                   



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REPUBLIC BANCSHARES, INC.

INDEX

|                                |                                                                                                 |                                                                                                                                  |  |      |    | 
|------------------------------- | ----------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                |                                                                                                 |                                                                                                                                  |  | Page
|Part  I.  FINANCIAL INFORMATION |                                                                                                 |                                                                                                                                  |  |     
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                | Item  1.  Financial Statements                                                                  |                                                                                                                                  |  |      |   
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                |                                                                                                 | Consolidated Balance Sheets  March 31, 2002 (unaudited)
and December 31, 2001                                                   |  |      | 1  | 
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                |                                                                                                 | Consolidated Statements of Operations -
Three months ended March 31, 2002
and March 31, 2001 (both unaudited)                    |  |      | 2  | 
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                |                                                                                                 | Consolidated Statements of Stockholders Equity -
Year ended December 31, 2001 and
three months ended March 31, 2002 (unaudited) |  |      | 3  | 
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                |                                                                                                 | Consolidated Statements of Comprehensive Income (Loss) -
Three months ended March 31, 2002
and March 31, 2001 (both unaudited)   |  |      | 3  | 
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                |                                                                                                 | Consolidated Statements of Cash Flows -
Three months ended March 31, 2002
and March 31, 2001 (both unaudited)                    |  |      | 4  | 
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                |                                                                                                 | Notes to Consolidated Financial Statements (unaudited)                                                                           |  |      | 5  | 
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                |                                                                                                 | 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                                                                     |                                                                                                                                  |  | 18   |   
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                | Item  5.  Other Information                                                                     |                                                                                                                                  |  | 18   |   
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                | Item  6.  Exhibits and Reports on Form 8-K                                                      |                                                                                                                                  |  | 18   |   
|                                |                                                                                                 |                                                                                                                                  |  |     
|                                | SIGNATURES                                                                                      |                                                                                                                                  |  | 19   |   





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

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

We caution readers that the assumptions which form the basis for
forward-looking statements, with respect to or that may impact earnings for
the year ending December 31, 2002, and thereafter, include many factors that
are beyond our ability to control or estimate precisely. Some factors
include: the adequacy of our loan loss allowance; our ability to recover any
or all of the claim under our Financial Institution Bond; the market demand
and acceptance of our loan and deposit products; the impact of competitive
products; and changes in economic conditions, such as inflation or
fluctuations in interest rates.

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





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REPUBLIC BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS  March 31, 2002 and December 31, 2001
($ in thousands, except share data)

|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |              |           |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------------- | --------- | ----------- | --------- | ------------ | --------- | --------- | --------- | 
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           | March 31,   |           | December 31,
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           | 2002        |           | 2001        
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           | (unaudited) |           |              |           |          
|ASSETS                                                                                                                                         |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|Cash and due from banks                                                                                                                        |                  | $                                                                                                                                                                      | 53,282                                     |                   |           | $           | 65,370    |             
|Interest bearing deposits in banks                                                                                                             |                  |                                                                                                                                                                        | 12,696                                     |                   |           |             | 11,828    |             
|Federal funds sold                                                                                                                             |                  |                                                                                                                                                                        | 13,934                                     |                   |           |             | 14,925    |             
|Securities: (Note 3)
Available for sale                                                                                                        |                  |                                                                                                                                                                        | 826,134                                    |                   |           |             | 792,719   |             
|                                                                                                                                               | Held to maturity |                                                                                                                                                                        |                                            | 18,143            |           |             |           | 21,470       |          
|                                                                                                                                               | Trading          |                                                                                                                                                                        |                                            | 8,382             |           |             |           | 19,877       |          
|FHLB stock                                                                                                                                     |                  |                                                                                                                                                                        | 15,261                                     |                   |           |             | 13,168    |             
|Loans held for sale                                                                                                                            |                  |                                                                                                                                                                        | 7,282                                      |                   |           |             |          |             
|Loans (Note 4)                                                                                                                                 |                  |                                                                                                                                                                        | 1,442,406                                  |                   |           |             | 1,421,011 |             
|Allowance for loan losses (Note 5)                                                                                                             |                  |                                                                                                                                                                        | (30,248                                    | )                 |           |             | (31,997   | )           
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|Net loans                                                                                                                                      |                  |                                                                                                                                                                        | 1,412,158                                  |                   |           |             | 1,389,014 |             
|Premises and equipment, net                                                                                                                    |                  |                                                                                                                                                                        | 41,588                                     |                   |           |             | 42,800    |             
|Other real estate owned, net                                                                                                                   |                  |                                                                                                                                                                        | 31,679                                     |                   |           |             | 16,893    |             
|Accrued interest receivable                                                                                                                    |                  |                                                                                                                                                                        | 11,861                                     |                   |           |             | 12,368    |             
|Goodwill                                                                                                                                       |                  |                                                                                                                                                                        | 2,726                                      |                   |           |             | 2,726     |             
|Premium on deposits                                                                                                                            |                  |                                                                                                                                                                        | 17,705                                     |                   |           |             | 18,397    |             
|Other assets                                                                                                                                   |                  |                                                                                                                                                                        | 40,333                                     |                   |           |             | 37,789    |             
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|                                                                                                                                               |                  | Total assets                                                                                                                                                           |                                            | $                 | 2,513,164 |             |           | $            | 2,459,344 |          
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                           |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|Liabilities:                                                                                                                                   |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|                                                                                                                                               |                  | Deposits-                                                                                                                                                              |                                            |                   |           |             |           |              |           |          
|                                                                                                                                               |                  |                                                                                                                                                                        | Noninterest bearing checking               |                   | $         | 147,680     |           |              | $         | 152,972   |          
|                                                                                                                                               |                  |                                                                                                                                                                        | Interest checking                          |                   |           | 195,973     |           |              |           | 186,817   |          
|                                                                                                                                               |                  |                                                                                                                                                                        | Money market                               |                   |           | 421,304     |           |              |           | 394,278   |          
|                                                                                                                                               |                  |                                                                                                                                                                        | Savings                                    |                   |           | 185,892     |           |              |           | 189,557   |          
|                                                                                                                                               |                  |                                                                                                                                                                        | Time deposits                              |                   |           | 1,178,347   |           |              |           | 1,206,720 |          
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            | Total deposits    |           |             | 2,129,196 |              |           |           | 2,130,344 | 
|                                                                                                                                               |                  | Securities sold under agreements to repurchase                                                                                                                         |                                            |                   | 39,601    |             |           |              | 34,169    |          
|                                                                                                                                               |                  | FHLB advances                                                                                                                                                          |                                            |                   | 107,248   |             |           |              | 52,251    |          
|                                                                                                                                               |                  | Convertible subordinated debt                                                                                                                                          |                                            |                   | 29,298    |             |           |              | 29,287    |          
|                                                                                                                                               |                  | Other liabilities                                                                                                                                                      |                                            |                   | 9,324     |             |           |              | 12,506    |          
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            | Total liabilities |           |             | 2,314,667 |              |           |           | 2,258,557 | 
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|Company-obligated mandatorily redeemable preferred
securities of subsidiary trust solely holding junior
subordinated debentures of the Company |                  |                                                                                                                                                                        | 28,750                                     |                   |           |             | 28,750    |             
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|Stockholders equity:                                                                                                                          |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|                                                                                                                                               |                  | Common stock ($2.00 par, 20,000,000 shares authorized, 11,344,609
and 11,335,339 shares issued and outstanding at March 31, 2002
and December 31, 2001, respectively.) |                                            |                   | 22,690    |             |           |              | 22,671    |          
|Capital surplus                                                                                                                                |                  |                                                                                                                                                                        | 129,158                                    |                   |           |             | 129,056   |             
|Retained earnings                                                                                                                              |                  |                                                                                                                                                                        | 18,885                                     |                   |           |             | 17,639    |             
|Net unrealized gain (loss) on available for sale securities, net of tax effect                                                                 |                  |                                                                                                                                                                        | (986                                       | )                 |           |             | 2,671     |             
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|                                                                                                                                               |                  |                                                                                                                                                                        | Total stockholders equity                 |                   |           | 169,747     |           |              |           | 172,037   |          
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             
|                                                                                                                                               |                  |                                                                                                                                                                        | Total liabilities and stockholders equity |                   | $         | 2,513,164   |           |              | $         | 2,459,344 |          
|                                                                                                                                               |                  |                                                                                                                                                                        |                                            |                   |           |             |           |             

The accompanying notes are an integral part of these consolidated balance sheets

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

|                                                              |                                                                          |                                                     |       |                                      |        |      |       |            |        | 
|------------------------------------------------------------- | ------------------------------------------------------------------------ | --------------------------------------------------- | ----- | ------------------------------------ | ------ | ---- | ----- | ---------- | ------ | 
|                                                              |                                                                          |                                                     |       | For the Three Months Ended March 31,
|                                                              |                                                                          |                                                     |       |                                     
|                                                              |                                                                          |                                                     |       | 2002                                 |        | 2001
|                                                              |                                                                          |                                                     |       |                                      |        |     
|                                                              |                                                                          |                                                     |       | (unaudited)                         
|Interest income:                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              | Loans                                                                    |                                                     | $     | 25,638                               |        |      | $     | 35,575     |       
|                                                              | Securities                                                               |                                                     |       | 11,114                               |        |      |       | 6,350      |       
|                                                              | Federal funds sold & other investments                                   |                                                     |       | 299                                  |        |      |       | 3,432      |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              |                                                                          | Total interest income                               |       |                                      | 37,051 |      |       |            | 45,357 | 
|Interest expense:                                             |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              | Deposits                                                                 |                                                     |       | 17,102                               |        |      |       | 26,184     |       
|                                                              | Securities sold under agreement to repurchase                            |                                                     |       | 127                                  |        |      |       | 465        |       
|                                                              | FHLB advances                                                            |                                                     |       | 418                                  |        |      |       | 13         |       
|                                                              | Holding company debt                                                     |                                                     |       | 536                                  |        |      |       | 531        |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              |                                                                          | Total interest expense                              |       |                                      | 18,183 |      |       |            | 27,193 | 
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              |                                                                          | Net interest income                                 |       |                                      | 18,868 |      |       |            | 18,164 | 
|                                                              |                                                                          | Provision for loan losses                           |       |                                      | 1,100  |      |       |            | 1,800  | 
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              |                                                                          | Net interest income after provision for loan losses |       |                                      | 17,768 |      |       |            | 16,364 | 
|Noninterest income:                                           |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              | Service charges on deposit accounts                                      |                                                     |       | 1,606                                |        |      |       | 1,965      |       
|                                                              | Loan service fees, net                                                   |                                                     |       | (61                                  | )      |      |       | 1,356      |       
|                                                              | Other loan fee income                                                    |                                                     |       | 568                                  |        |      |       | 1,030      |       
|                                                              | Gains on loans & securities, net                                         |                                                     |       | 517                                  |        |      |       | 1,105      |       
|                                                              | Other operating income                                                   |                                                     |       | 637                                  |        |      |       | 410        |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              |                                                                          | Total noninterest income                            |       |                                      | 3,267  |      |       |            | 5,866  | 
|Noninterest expenses:                                         |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              | Salaries and employee benefits                                           |                                                     |       | 9,965                                |        |      |       | 9,821      |       
|                                                              | Net occupancy expense                                                    |                                                     |       | 3,082                                |        |      |       | 3,375      |       
|                                                              | Advertising and marketing                                                |                                                     |       | 189                                  |        |      |       | 225        |       
|                                                              | Data & item processing fees and services                                 |                                                     |       | 1,613                                |        |      |       | 1,781      |       
|                                                              | Loan collection costs                                                    |                                                     |       | 270                                  |        |      |       | 481        |       
|                                                              | Other operating expenses                                                 |                                                     |       | 2,591                                |        |      |       | 2,430      |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              |                                                                          | Total operating expenses                            |       |                                      | 17,710 |      |       |            | 18,113 | 
|                                                              | ORE expense, net                                                         |                                                     |       | (61                                  | )      |      |       | 169        |       
|                                                              | Amortization of goodwill                                                 |                                                     |       |                                     |        |      |       | 120        |       
|                                                              | Amortization of premium on deposits                                      |                                                     |       | 692                                  |        |      |       | 845        |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              |                                                                          | Total noninterest expenses                          |       |                                      | 18,341 |      |       |            | 19,247 | 
|Income before income taxes & minority interest                |                                                                          |                                                     | 2,694 |                                      |        |      | 2,983 |           
|Income tax expense                                            |                                                                          |                                                     | 1,027 |                                      |        |      | 926   |           
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|Income before minority interest                               |                                                                          |                                                     | 1,667 |                                      |        |      | 2,057 |           
|Minority interest in income from subsidiary trust, net of tax |                                                                          |                                                     | (421  | )                                    |        |      | (421  | )         
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              |                                                                          | Net income                                          |       | $                                    | 1,246  |      |       | $          | 1,636  | 
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|Per share data:                                               |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              | Net income per common share  basic                                      |                                                     | $     | 0.11                                 |        |      | $     | 0.15       |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              | Net income per common & common equivalent share  diluted                |                                                     | $     | 0.11                                 |        |      | $     | 0.14       |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              | Weighted average common shares outstanding  basic                       |                                                     |       | 11,336,944                           |        |      |       | 10,557,373 |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           
|                                                              | Weighted average common & common equivalent
shares outstanding  diluted |                                                     |       | 11,373,337                           |        |      |       | 11,326,530 |       
|                                                              |                                                                          |                                                     |       |                                      |        |      |       |           

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

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REPUBLIC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2001 AND
THE THREE MONTHS ENDED MARCH 31, 2002
($ in thousands, except share data; three months ended March 31, 2002, unaudited)

|                                                                          |  |                     |        |              |  |         |        |          |  |            |         |          |  |   |        |   |  |                |        |   |  |   |         |  
|------------------------------------------------------------------------- |  | ------------------- | ------ | ------------ |  | ------- | ------ | -------- |  | ---------- | ------- | -------- |  | - | ------ | - |  | -------------- | ------ | - |  | - | ------- | -
|                                                                          |  |                     |        |              |  |         |        |          |  |            |         |          |  |   |        |   |  | Net Unrealized |        |   |  |  
|                                                                          |  |                     |        |              |  |         |        |          |  |            |         |          |  |   |        |   |  | Gain/(Loss)    |        |   |  |  
|                                                                          |  |                     |        |              |  |         |        |          |  |            |         |          |  |   |        |   |  | on Available   |        |   |  |  
|                                                                          |  | Perpetual Preferred |        |              |  |         |        | Capital  |  | Retained   |         | for Sale |  |   |        |  
|                                                                          |  | Convertible Stock   |        | Common Stock |  | Surplus |        | Earnings |  | Securities |         | Total   
|                                                                          |  |                     |        |              |  |         |        |          |  |            |         |         
|Balance, December 31, 2000                                                |  | $                   | 1,500  |              |  | $       | 21,112 |          |  | $          | 128,735 |          |  | $ | 21,669 |   |  | $              | (675   | ) |  | $ | 172,341 |  
|Net loss                                                                  |  |                     |       |              |  |         |       |          |  |            |        |          |  |   | (3,898 | ) |  |                |       |   |  |   | (3,898  | )
|Changes in fair value of
available for sale securities,
net of tax effect |  |                     |       |              |  |         |       |          |  |            |        |          |  |   |       |   |  |                | 3,346  |   |  |   | 3,346   |  
|Conversion of preferred stock
into 750,000 common shares                  |  |                     | (1,500 | )            |  |         | 1,500  |          |  |            |        |          |  |   |       |   |  |                |       |   |  |   |        |  
|Exercise of stock options into
29,350 shares                              |  |                     |       |              |  |         | 59     |          |  |            | 299     |          |  |   |       |   |  |                |       |   |  |   | 358     |  
|Dividends on preferred stock                                              |  |                     |       |              |  |         |       |          |  |            |        |          |  |   | (132   | ) |  |                |       |   |  |   | (132    | )
|Other                                                                     |  |                     |       |              |  |         |       |          |  |            | 22      |          |  |   |       |   |  |                |       |   |  |   | 22      |  
|                                                                          |  |                     |        |              |  |         |        |          |  |            |         |          |  |   |        |   |  |                |        |   |  |   |         |  
|Balance,
December 31, 2001                                                |  |                     |       |              |  |         | 22,671 |          |  |            | 129,056 |          |  |   | 17,639 |   |  |                | 2,671  |   |  |   | 172,037 |  
|Net income                                                                |  |                     |       |              |  |         |       |          |  |            |        |          |  |   | 1,246  |   |  |                |       |   |  |   | 1,246   |  
|Changes in fair value of
available for sale securities,
net of tax effect |  |                     |       |              |  |         |       |          |  |            |        |          |  |   |       |   |  |                | (3,657 | ) |  |   | (3,657  | )
|Exercise of stock options into
9,270 shares                               |  |                     |       |              |  |         | 19     |          |  |            | 102     |          |  |   |       |   |  |                |       |   |  |   | 121     |  
|                                                                          |  |                     |        |              |  |         |        |          |  |            |         |          |  |   |        |   |  |                |        |   |  |   |         |  
|Balance, March 31, 2002                                                   |  |                     |       |              |  | $       | 22,690 |          |  | $          | 129,158 |          |  | $ | 18,885 |   |  | $              | (986   | ) |  | $ | 169,747 |  
|                                                                          |  |                     |        |              |  |         |        |          |  |            |         |          |  |   |        |   |  |                |        |   |  |   |         |  




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

|                                                                                   |                               |   |                                      |        |      |   |       |       | 
|---------------------------------------------------------------------------------- | ----------------------------- | - | ------------------------------------ | ------ | ---- | - | ----- | ----- | 
|                                                                                   |                               |   | For the Three Months Ended March 31,
|                                                                                   |                               |   |                                     
|                                                                                   |                               |   | 2002                                 |        | 2001
|                                                                                   |                               |   |                                      |        |     
|Net income                                                                         |                               | $ | 1,246                                |        |      | $ | 1,636 |      
|Unrealized gain (loss) on available for sale securities:                           |                               |   |                                      |        |      |   |       |      
|Unrealized holding gain (loss), net of tax effect during period(1)                 |                               |   | (3,523                               | )      |      |   | 2,301 |      
|Less reclassification adjustment for gains realized in net income, net of taxes(1) |                               |   | (134                                 | )      |      |   | (211  | )    
|                                                                                   |                               |   |                                      |        |      |   |       |      
|                                                                                   | Net unrealized gains (losses) |   |                                      | (3,657 | )    |   |       | 2,090 | 
|                                                                                   |                               |   |                                      |        |      |   |       |      
|                                                                                   | Comprehensive income (loss)   |   | $                                    | (2,411 | )    |   | $     | 3,726 | 
|                                                                                   |                               |   |                                      |        |      |   |       |      



---

| |  | (1) Income taxes on unrealized holding gains (losses) were $(2,123) in 2002
and $1,387 in 2001. Income taxes on gains realized in net income were $80
in 2002 and $127 in 2001.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |      |          |   |        |  
|------------------------------------------------------------------------------------ | -------------------------------- | -------------------------------------------------------- | ------ | ---------------------------------------------------- | -------- | ------------------------------------ | ------- | ---- | -------- | - | ------ | -
|                                                                                     |                                  |                                                          |        |                                                      |          | For the Three Months Ended March 31,
|                                                                                     |                                  |                                                          |        |                                                      |          |                                     
|                                                                                     |                                  |                                                          |        |                                                      |          | 2002                                 |         | 2001
|OPERATING ACTIVITIES:                                                                |                                  |                                                          |        |                                                      |          |                                      |         |     
|Net income                                                                           |                                  | $                                                        | 1,246  |                                                      |          | $                                    | 1,636   |     
|Reconciliation of net income to net cash
(used in) provided by operating activities: |                                  |                                                          |        |                                                      |          |                                      |         |     
|                                                                                     |                                  | Provision for loan and ORE losses                        |        |                                                      | 1,100    |                                      |         |      | 1,894    |  
|                                                                                     |                                  | Depreciation of fixed assets                             |        |                                                      | 1,289    |                                      |         |      | 1,560    |  
|                                                                                     |                                  | Amortization of goodwill and premium on deposits         |        |                                                      | 746      |                                      |         |      | 939      |  
|                                                                                     |                                  | Amortization of loan premiums, discounts & MSRs          |        |                                                      | (321     | )                                    |         |      | 768      |  
|                                                                                     |                                  | Gain on sale of loans, net                               |        |                                                      | (303     | )                                    |         |      | (185     | )
|                                                                                     |                                  | (Gain)/loss on sale of securities                        |        |                                                      | 215      |                                      |         |      | (920     | )
|                                                                                     |                                  | (Gain)/loss on sale of other real estate owned           |        |                                                      | (193     | )                                    |         |      | 10       |  
|                                                                                     |                                  | Capitalization of mortgage servicing                     |        |                                                      |         |                                      |         |      | (327     | )
|                                                                                     |                                  | Gain on disposal of premises and equipment               |        |                                                      | (7       | )                                    |         |      |         |  
|                                                                                     |                                  | Net (increase)/decrease in deferred tax asset            |        |                                                      | 2,860    |                                      |         |      | (1,684   | )
|                                                                                     |                                  | Net (increase)/decrease in other assets                  |        |                                                      | (3,582   | )                                    |         |      | 2,228    |  
|                                                                                     |                                  | Net (decrease)/increase in other liabilities             |        |                                                      | (3,182   | )                                    |         |      | (1,398   | )
|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |     
|                                                                                     |                                  |                                                          |        | Net cash (used in) provided by operating activities  |          |                                      | (132    | )    |          |   | 4,521  |  
|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |     
|INVESTING ACTIVITIES:                                                                |                                  |                                                          |        |                                                      |          |                                      |         |     
|                                                                                     |                                  | Net (increase) decrease in loans and loans held for sale |        |                                                      | (48,056  | )                                    |         |      | 28,858   |  
|                                                                                     |                                  | Proceeds from sales and maturities of securities         |        |                                                      | 71,268   |                                      |         |      | 67,504   |  
|                                                                                     |                                  | Purchase of FHLB stock                                   |        |                                                      | (2,093   | )                                    |         |      |         |  
|                                                                                     |                                  | Purchase of securities available for sale                |        |                                                      | (178,469 | )                                    |         |      | (129,385 | )
|                                                                                     |                                  | Principal repayment on securities                        |        |                                                      | 83,268   |                                      |         |      | 26,733   |  
|                                                                                     |                                  | Purchase of premises & equipment, net                    |        |                                                      | (70      | )                                    |         |      | (684     | )
|                                                                                     |                                  | Proceeds from sale of other real estate, net             |        |                                                      | 2,652    |                                      |         |      | 2,386    |  
|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |     
|                                                                                     |                                  |                                                          |        | Net cash used in investing activities                |          |                                      | (71,500 | )    |          |   | (4,588 | )
|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |     
|FINANCING ACTIVITIES:                                                                |                                  |                                                          |        |                                                      |          |                                      |         |     
|                                                                                     |                                  | Net increase/(decrease) in deposits                      |        |                                                      | (1,129   | )                                    |         |      | 53,617   |  
|                                                                                     |                                  | Net increase in repurchase agreements                    |        |                                                      | 5,432    |                                      |         |      | 2,488    |  
|                                                                                     |                                  | Proceeds (repayments) from FHLB advances, net            |        |                                                      | 54,997   |                                      |         |      | (3       | )
|                                                                                     |                                  | Proceeds from issuance of common stock                   |        |                                                      | 121      |                                      |         |      | 57       |  
|                                                                                     |                                  | Repayment of holding company debt                        |        |                                                      |         |                                      |         |      | (2,802   | )
|                                                                                     |                                  | Dividends on perpetual preferred convertible stock       |        |                                                      |         |                                      |         |      | (66      | )
|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |     
|                                                                                     |                                  |                                                          |        | Net cash provided by financing activities            |          |                                      | 59,421  |      |          |   | 53,291 |  
|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |     
|                                                                                     |                                  |                                                          |        | Net increase/(decrease) in cash and cash equivalents |          |                                      | (12,211 | )    |          |   | 53,224 |  
|Cash and cash equivalents, beginning of period                                       |                                  |                                                          | 92,123 |                                                      |          |                                      | 209,662 |     
|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |     
|Cash and cash equivalents, end of period                                             |                                  | $                                                        | 79,912 |                                                      |          | $                                    | 262,886 |     
|                                                                                     |                                  |                                                          |        |                                                      |          |                                      |         |     
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                   |                                  |                                                          |        |                                                      |          |                                      |         |     
|                                                                                     | Cash paid during the period for-
|                                                                                     |                                  | Interest                                                 |        | $                                                    | 12,046   |                                      |         |      | 18,086   |  
|                                                                                     |                                  | Income
taxes paid                                        |        |                                                      | 21       |                                      |         |      | 3,475    |  

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

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

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Organization

In the opinion of Republic Bancshares, Inc. (the Company or Republic or
We), the accompanying consolidated financial statements, marked unaudited
where applicable, reflect all adjustments necessary to present fairly our
financial position as of March 31, 2002 and December 31, 2001, and the results
of operations and cash flows for the three months ended March 31, 2002 and
2001. The accounting and reporting policies of the Company and its
wholly-owned subsidiaries, Republic Bank (the Bank, including its subsidiary
Republic Insurance Agency) and RBI Capital Trust I (RBI), are in conformity
with generally accepted accounting principles and prevailing practices within
the financial services industry.

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

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

These consolidated financial statements should be read in conjunction with the
financial statements and the notes thereto included in our Form 10-K for the
year ended December 31, 2001. The results for the three months ended March 31,
2002, are not necessarily indicative of the results to be expected for the
fiscal year ending December 31, 2002.

Reclassifications

Certain reclassifications have been made to prior period financial statements
to conform to the March 2002 financial statement presentation. These
reclassifications only changed the reporting categories but did not affect our
results of operations or financial position.

Recent Accounting Pronouncements

Statement of Financial Accounting Standard (SFAS) No. 141  Business
Combinations and SFAS No. 142  Goodwill and Other Intangible Assets

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 addresses financial accounting and reporting
for goodwill and other intangible assets acquired in a business combination.
SFAS No. 141 requires the purchase method of accounting to be used for all
business combinations initiated after June 30, 2001, establishes specific
criteria for the recognition of intangible assets separately from goodwill and
requires unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized). SFAS No. 142
addresses financial accounting and reporting for intangible assets acquired
individually or with a group of other assets but not those acquired in a
business combination. SFAS No. 142 also addresses financial accounting and
reporting for goodwill and other intangible assets subsequent to their
acquisition. SFAS No. 142 provides that goodwill will not be amortized but
rather will be evaluated, at least annually, for impairment. It also provides
for the

5



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continued amortization of intangible assets that have finite useful lives.
SFAS No. 141 is effective for all business combinations initiated after June
30, 2001, and for all business combinations accounted for by the purchase
method for which the date of acquisition is after June 30, 2001. The
provisions of SFAS No. 142 are effective for fiscal years beginning after
December 15, 2001. The adoption of SFAS No. 141 and SFAS No. 142 did not have
a material effect upon our financial position or results of operations.

SFAS No. 144  Accounting for the Impairment or Disposal of Long-Lived Assets

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 replaces SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of and amends APB Opinion No. 30, Reporting the Results of
Operations  Reporting the Effects of Disposal of a Segment of a Business and
Extraordinary, Unusual and Infrequent Occurring Events and Transactions. SFAS
No. 144 addresses the financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS No. 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years, with early application encouraged.
The adoption of SFAS No. 144 did not have a material effect upon our results of
operations or financial position.

SOP 01-6  Accounting by Certain Entities (Including Entities with Trade
Receivables) that Lend to or Finance the Activities of Others

In December 2001, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 01-6, Accounting by Certain
Entities (including Entities with Trade Receivables) that Lend to or Finance
the Activities of Others. SOP 01-6 clarifies that accounting and financial
reporting practices for lending and financing activities should be the same
regardless of the type of entity engaging in those activities and conforms,
where appropriate, differences among the accounting and financial reporting
provisions previously established by certain AICPA Audit and Accounting guides.
SOP 01-6 is effective for fiscal years beginning after December 15, 2001. The
adoption of SOP 01-6 did not have a material effect upon our results of
operations or financial position.

2.  EARNINGS PER SHARE

Diluted earnings per common and common equivalent shares have been computed by
dividing net income by the weighted average common and common equivalent shares
outstanding during the periods. The weighted average common and common
equivalent shares outstanding has been adjusted to include the number of shares
that would have been outstanding if the stock options had been exercised, at
the average market price for the period, with the proceeds being used to buy
shares from the market (i.e., the treasury stock method) and the perpetual
preferred convertible stock (in 2001) and the convertible subordinated
debentures had been converted to common stock earlier in the year or the issue
date (i.e., the if converted method.) Basic earnings per common share was
computed by dividing net income less dividends paid on the perpetual preferred
convertible stock by the weighted average number of shares of common stock
outstanding during the year.

The table below reconciles the calculation of the diluted and basic earnings
per share for 2002 and 2001 ($ in thousands, except share data, unaudited):

|                                               |  |                                      |       |             |  |          |            |          |  |             |      |       |  |          |       |          |  |  |            |  |  |   |      | 
|---------------------------------------------- |  | ------------------------------------ | ----- | ----------- |  | -------- | ---------- | -------- |  | ----------- | ---- | ----- |  | -------- | ----- | -------- |  |  | ---------- |  |  | - | ---- | 
|                                               |  | For the Three Months Ended March 31,
|                                               |  |                                     
|                                               |  | 2002                                 |       | 2001       
|                                               |  |                                      |       |            
|                                               |  |                                      |       |             |  | Weighted |            | Earnings |  |             |      |       |  | Weighted |       | Earnings
|                                               |  | Net                                  |       | Shares      |  | Per      |            | Net      |  | Shares      |      | Per  
|                                               |  | Income                               |       | Outstanding |  | Share    |            | Income   |  | Outstanding |      | Share
|                                               |  |                                      |       |             |  |          |            |          |  |             |      |      
|Net income attributable
to common stockholders |  | $                                    | 1,246 |             |  |          | 11,336,944 |          |  |             |     |       |  | $        | 1,570 |          |  |  | 10,557,373 |  |  |   |     | 
|Basic earnings per share                       |  |                                      |       |             |  |          |            |          |  | $           | 0.11 |       |  |          |       |          |  |  |            |  |  | $ | 0.15 | 
|Weighted average options
outstanding(1)        |  |                                      |       |             |  |          | 36,393     |          |  |             |      |       |  |          |       |          |  |  | 19,157     |  |  |   |      | 
|Convertible perpetual
preferred stock          |  |                                      |      |             |  |          |           |          |  |             |     |       |  |          | 66    |          |  |  | 750,000    |  |  |   |     | 
|                                               |  |                                      |       |             |  |          |            |          |  |             |      |       |  |          |       |          |  |  |            |  |  |   |      | 
|Diluted earnings per share                     |  | $                                    | 1,246 |             |  |          | 11,373,337 |          |  | $           | 0.11 |       |  | $        | 1,636 |          |  |  | 11,326,530 |  |  | $ | 0.14 | 
|                                               |  |                                      |       |             |  |          |            |          |  |             |      |       |  |          |       |          |  |  |            |  |  |   |      | 



---

| |  | (1) For the period ended March 31, 2002 and 2001, respectively, there were
579,460 and 521,217 of stock options and 1,794,861 and 833,332 shares from
conversion of convertible subordinated debentures which were anti-dilutive.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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3.  SECURITIES

Our securities totaled $852.7 million at March 31, 2002 and were comprised
primarily of mortgage-related securities (MBS) with a lesser amount of U.S.
Treasury and federal agency securities and revenue bonds. Included were $826.1
million of securities classified as available for sale (of which $821.9 million
were MBS), $18.1 million of securities classified as held to maturity and $8.4
million of securities were trading assets. Included in the trading asset
category were $5.5 million in overcollateralization and residual interests in
cash flows from securitizing High LTV Loans in 1997 and 1998 (the Residuals)
and $3.0 million of excess servicing interest-only strips on mortgage
servicing rights.

The market values assigned to the securities classified as available for sale
were determined using market quotations at March 31, 2002. Trading assets were
valued using a present value of cashflows technique. These assets are
evaluated at least quarterly with any valuation adjustment reflected as a
trading gain or loss in the statement of operations. There were no unrealized
trading gains or losses recorded in the results of operations for the quarters
ended March 31, 2002 and 2001.

The key assumptions used and the resultant valuation of the residuals and
excess servicing interest-only strips on mortgage servicing rights at March 31,
2002 were as follows ($ in thousands, unaudited):

|                                    |  |                |        |                |  |                  |         |   |  |   |       |  
|----------------------------------- |  | -------------- | ------ | -------------- |  | ---------------- | ------- | - |  | - | ----- | -
|                                    |  | December 1997  |        | June 1998      |  | Excess Servicing
|                                    |  | Securitization |        | Securitization |  | Interest-only   
|                                    |  | ("1997-1")     |        | ("1998-1")     |  | Strips          
|                                    |  |                |        |                |  |                 
|Collateral amount                   |  | $              | 20,979 |                |  | $                | 105,552 |   |  | $ | N/A   |  
|Discount rate                       |  |                | 15.00  | %              |  |                  | 15.00   | % |  |   | 9.00  | %
|Wtd. avg. remaining life (years)    |  |                | 2.38   |                |  |                  | 2.59    |   |  |   | 3.25  |  
|Cumulative lifetime default rate(1) |  |                | 15.74  | %              |  |                  | 15.33   | % |  |   | N/A   |  
|Prepayment speed                    |  |                | 36.50  | %              |  |                  | 31.97   | % |  |   | 19.38 | %
|Market value                        |  |                | 2,922  |                |  |                  | 2,529   |   |  |   | 2,931 |  



---

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

4.  LOANS

Loans at March 31, 2002 and December 31, 2001, are summarized as follows ($ in
thousands; March 31, 2002, unaudited):

|                               |                                |                                                         |         |             |           |              |         |           |           | 
|------------------------------ | ------------------------------ | ------------------------------------------------------- | ------- | ----------- | --------- | ------------ | ------- | --------- | --------- | 
|                               |                                |                                                         |         | March 31,   |           | December 31,
|                               |                                |                                                         |         | 2002        |           | 2001        
|                               |                                |                                                         |         |             |           |             
|                               |                                |                                                         |         | (unaudited) |           |              |         |          
|Real estate mortgage loans:    |                                |                                                         |         |             |           |              |         |          
|                               | One-to-four family residential |                                                         | $       | 414,549     |           |              | $       | 432,803   |          
|                               | Subprime mortgages             |                                                         |         | 46,315      |           |              |         | 50,743    |          
|                               | Multifamily residential        |                                                         |         | 63,353      |           |              |         | 62,565    |          
|                               | Warehouse lines of credit      |                                                         |         | 709         |           |              |         | 718       |          
|                               | Commercial real estate         |                                                         |         | 490,944     |           |              |         | 498,013   |          
|                               |                                |                                                         |         |             |           |              |         |          
|                               |                                | Mortgage loans secured by first liens held in portfolio |         |             | 1,015,870 |              |         |           | 1,044,842 | 
|Commercial (business) loans    |                                |                                                         | 117,952 |             |           |              | 108,453 |          
|Home equity loans              |                                |                                                         | 261,949 |             |           |              | 217,726 |          
|High LTV Loans                 |                                |                                                         | 27,166  |             |           |              | 29,275  |          
|Consumer loans                 |                                |                                                         | 19,469  |             |           |              | 20,715  |          
|                               |                                |                                                         |         |             |           |              |         |          
|                               | Total loans held for portfolio |                                                         |         | 1,442,406   |           |              |         | 1,421,011 |          
|Loans held for sale            |                                |                                                         | 7,282   |             |           |              |        |          
|                               |                                |                                                         |         |             |           |              |         |          
|                               | Total loans                    |                                                         |         | 1,449,688   |           |              |         | 1,421,011 |          
|Less-allowance for loan losses |                                |                                                         | (30,248 | )           |           |              | (31,997 | )        
|                               |                                |                                                         |         |             |           |              |         |          
|                               | Total loans                    |                                                         | $       | 1,419,440   |           |              | $       | 1,389,014 |          
|                               |                                |                                                         |         |             |           |              |         |          

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Mortgage loans serviced for others as of March 31, 2002 and December 31, 2001,
were $597.9 million and $638.0 million, respectively. Mortgage loan servicing
rights (both purchased and originated) amounted to $9.3 million and $10.2
million at March 31, 2002 and December 31, 2001, respectively. Loans on which
interest was not being accrued at March 31, 2002 and December 31, 2001, totaled
approximately $24.2 million and $46.2 million, respectively. Loans past due 90
days or more and still accruing interest at March 31, 2002 and December 31,
2001, totaled $25,000 and $12,000, respectively.

At March 31, 2002, the composition of our loan portfolio, according to the
location of the borrower or the real estate taken as underlying collateral, was
as follows ($ in thousands, unaudited):

|                                      |       |        |           |           |            |  |       |        |  
|------------------------------------- | ----- | ------ | --------- | --------- | ---------- |  | ----- | ------ | -
|                                      |       |        | Disbursed |           | Percent of
|State                                 |       | Amount |           | Total    
|                                      |       |        |           |          
|Florida                               |       | $      | 1,196,753 |           |            |  | 82.55 | %     
|New England(1)                        |       |        | 56,685    |           |            |  | 3.91  |       
|Georgia                               |       |        | 29,505    |           |            |  | 2.04  |       
|California                            |       |        | 23,953    |           |            |  | 1.65  |       
|Texas                                 |       |        | 17,447    |           |            |  | 1.20  |       
|Virginia                              |       |        | 15,689    |           |            |  | 1.08  |       
|New Jersey                            |       |        | 14,656    |           |            |  | 1.01  |       
|Ohio                                  |       |        | 12,104    |           |            |  | 0.84  |       
|Illinois                              |       |        | 11,756    |           |            |  | 0.81  |       
|New York                              |       |        | 11,658    |           |            |  | 0.80  |       
|North Carolina                        |       |        | 11,177    |           |            |  | 0.77  |       
|Missouri                              |       |        | 10,324    |           |            |  | 0.71  |       
|All other (none greater than $10,000) |       |        | 37,981    |           |            |  | 2.63  |       
|                                      |       |        |           |           |            |  |       |       
|                                      | Total |        | $         | 1,449,688 |            |  |       | 100.00 | %
|                                      |       |        |           |           |            |  |       |       



---

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

5.  ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses provides for risk of loss inherent in the credit
extension process. Losses and recoveries are either charged or credited to the
allowance when incurred. Our allowance is an amount that we believe will be
adequate to absorb probable losses on existing loans that may become
uncollectible, based on our evaluation of the collectibility of the loans and
prior loan loss experience. The evaluation takes into consideration such
factors as changes in the nature and volume of the loan portfolio, overall
portfolio quality, review of specific problem loans, and current economic
conditions that may affect the borrowers ability to pay. The evaluation is
periodically reviewed and adjustments are recorded in the period in which
changes become known.

The allowance for loan losses amounted to $30.2 million and $32.0 million at
March 31, 2002 and December 31, 2001, respectively. Changes in the allowance
for loan losses were as follows ($ in thousands; unaudited):

|                                |                 |   |                                      |        |      |   |        |        |  
|------------------------------- | --------------- | - | ------------------------------------ | ------ | ---- | - | ------ | ------ | -
|                                |                 |   | For the Three Months Ended March 31,
|                                |                 |   |                                     
|                                |                 |   | 2002                                 |        | 2001
|                                |                 |   |                                      |        |     
|Balance, beginning of period    |                 | $ | 31,997                               |        |      | $ | 33,462 |       
|Provision for loan losses       |                 |   | 1,100                                |        |      |   | 1,800  |       
|Loans charged-off               |                 |   | (3,473                               | )      |      |   | (2,319 | )     
|Recoveries of loans charged-off |                 |   | 624                                  |        |      |   | 240    |       
|                                |                 |   |                                      |        |      |   |        |       
|                                | Net charge-offs |   |                                      | (2,849 | )    |   |        | (2,079 | )
|                                |                 |   |                                      |        |      |   |        |       
|Balance, end of period          |                 | $ | 30,248                               |        |      | $ | 33,183 |       
|                                |                 |   |                                      |        |      |   |        |       

In the first quarter of 2002 the Bank charged $2.3 million against its
allowance to writedown the carrying value of a $4.3 million loan secured by a
hotel in central Florida.

8



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##### Table of Contents



6.  RELATED PARTY TRANSACTIONS

Mr. William R. Hough is chairman of the board of the Company, a director of the
Company and the Bank, and our largest shareholder. Mr. Hough is also Chairman
Emeritus and the controlling shareholder of William R. Hough & Co. (WRHC), a
NASD-member investment-banking firm. WRHC is compensated on a commission basis
for acting as our agent in open-market purchases and sales of securities. We
also periodically may purchase securities under agreement to repurchase from
WRHC at a rate based on the prevailing federal funds rate plus one-eighth of
one percent. For the three months ended March 31, 2002, we purchased $151.2
million and sold $71.5 million of securities through WRHC. There were no
securities sold under agreement to repurchase with WRHC during the quarter
ended March 31, 2002. WRHC offers sales of insurance and mutual fund products
and investment advisory services on our premises. Fee income earned from this
relationship was $104,000 and $3,000 for the three months ended March 31, 2002
and 2001, respectively.

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

7.  HOLDING COMPANY CASHFLOW AND DEBT SERVICE

Florida statutes limit the amount of dividends that can be paid by the Bank to
the Company in any given year to an amount no greater than the Banks net
income for the current year plus retained net income of the Bank from the
preceding two years. As of March 31, 2002, the Bank had a net deficit for
dividend payment purposes of $7.5 million which restricts it from further
dividend payments to the Company during 2002 until there is a surplus for
dividend payment purposes. On March 31, 2002, the Company had unrestricted
cash to be used for debt service totaling $8.3 million. The Companys annual
debt service requirement is approximately $4.7 million.

9



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##### Table of Contents






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

|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |       | 
|------------------------------------------------------- | --------------------- | - | -------------- | ----- | --------- | - | ---------- | ----- | --------- | - | ---------- | ----- |  | - | ---------- | ----- |  | - | ---------- | ----- | 
|                                                        |                       |   | Quarters Ended
|                                                        |                       |   |               
|                                                        |                       |   | Mar. 2002      |       | Dec. 2001 |   | Sept. 2001 |       | June 2001 |   | Mar. 2001 
|                                                        |                       |   |                |       |           |   |            |       |           |   |           
|RESULTS OF OPERATIONS:                                  |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Interest income                                         |                       | $ | 37,051         |       |           | $ | 38,481     |       |           | $ | 39,967     |       |  | $ | 41,542     |       |  | $ | 45,357     |      
|Interest expense                                        |                       |   | 18,183         |       |           |   | 20,813     |       |           |   | 23,569     |       |  |   | 25,210     |       |  |   | 27,193     |      
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Net interest income                                     |                       |   | 18,868         |       |           |   | 17,668     |       |           |   | 16,398     |       |  |   | 16,332     |       |  |   | 18,164     |      
|Loan loss provision                                     |                       |   | 1,100          |       |           |   | 4,800      |       |           |   | 6,800      |       |  |   | 2,750      |       |  |   | 1,800      |      
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Net interest income after loan loss provision           |                       |   | 17,768         |       |           |   | 12,868     |       |           |   | 9,598      |       |  |   | 13,582     |       |  |   | 16,364     |      
|Noninterest income                                      |                       |   | 3,267          |       |           |   | 1,393      |       |           |   | 5,649      |       |  |   | 10,121     |       |  |   | 5,866      |      
|Operating expenses                                      |                       |   | 17,710         |       |           |   | 18,828     |       |           |   | 18,413     |       |  |   | 19,140     |       |  |   | 18,113     |      
|Other noninterest expense                               |                       |   | 631            |       |           |   | 1,421      |       |           |   | 843        |       |  |   | 1,074      |       |  |   | 1,134      |      
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Income (loss) before income taxes
and minority interest |                       |   | 2,694          |       |           |   | (5,988     | )     |           |   | (4,009     | )     |  |   | 3,489      |       |  |   | 2,983      |      
|Income tax expense (benefit)                            |                       |   | 1,027          |       |           |   | (2,229     | )     |           |   | (1,385     | )     |  |   | 1,377      |       |  |   | 926        |      
|Minority interest from subsidiary trust, net of tax     |                       |   | (421           | )     |           |   | (421       | )     |           |   | (421       | )     |  |   | (421       | )     |  |   | (421       | )    
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Net income (loss)                                       |                       | $ | 1,246          |       |           | $ | (4,180     | )     |           | $ | (3,045     | )     |  | $ | 1,691      |       |  | $ | 1,636      |      
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Cash net income (loss)(1)                               |                       | $ | 1,677          |       |           | $ | (3,629     | )     |           | $ | (2,494     | )     |  | $ | 2,274      |       |  | $ | 2,282      |      
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Earnings (loss) per share  diluted                     |                       | $ | 0.11           |       |           | $ | (0.37      | )     |           | $ | (0.27      | )     |  | $ | 0.15       |       |  | $ | 0.14       |      
|Cash earnings (loss) per share  diluted(1)             |                       | $ | 0.15           |       |           | $ | (0.32      | )     |           | $ | (0.22      | )     |  | $ | 0.21       |       |  | $ | 0.22       |      
|Weighted average shares outstanding  diluted           |                       |   | 11,373,337     |       |           |   | 11,333,345 |       |           |   | 11,328,559 |       |  |   | 11,349,785 |       |  |   | 11,325,794 |      
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|BALANCE SHEET DATA (at period-end):                     |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Total assets                                            |                       | $ | 2,513,164      |       |           | $ | 2,459,344  |       |           | $ | 2,448,210  |       |  | $ | 2,337,020  |       |  | $ | 2,496,181  |      
|Securities                                              |                       |   | 852,659        |       |           |   | 834,066    |       |           |   | 743,109    |       |  |   | 603,552    |       |  |   | 469,560    |      
|Loans                                                   |                       |   | 1,449,688      |       |           |   | 1,421,011  |       |           |   | 1,461,195  |       |  |   | 1,518,263  |       |  |   | 1,656,609  |      
|Nonperforming assets                                    |                       |   | 55,899         |       |           |   | 63,280     |       |           |   | 62,818     |       |  |   | 64,073     |       |  |   | 56,127     |      
|Allowance for loan losses                               |                       |   | 30,248         |       |           |   | 31,997     |       |           |   | 32,779     |       |  |   | 34,925     |       |  |   | 33,183     |      
|Deposits                                                |                       |   | 2,129,196      |       |           |   | 2,130,344  |       |           |   | 2,125,196  |       |  |   | 2,049,047  |       |  |   | 2,211,392  |      
|Stockholders equity                                    |                       |   | 169,747        |       |           |   | 172,037    |       |           |   | 179,559    |       |  |   | 179,188    |       |  |   | 176,059    |      
|Book value per share (dollars)                          |                       |   | 14.96          |       |           |   | 15.18      |       |           |   | 15.85      |       |  |   | 15.82      |       |  |   | 15.56      |      
|Tangible book value per share (dollars)                 |                       |   | 13.75          |       |           |   | 13.92      |       |           |   | 14.54      |       |  |   | 14.47      |       |  |   | 13.92      |      
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|SELECTED OPERATING RATIOS:                              |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Return on average assets                                |                       |   | 0.20           | %     |           |   | (0.68      | )%    |           |   | (0.51      | )%    |  |   | 0.29       | %     |  |   | 0.27       | %    
|Return on average equity                                |                       |   | 2.95           |       |           |   | (9.24      | )     |           |   | (6.73      | )     |  |   | 3.85       |       |  |   | 3.82       |      
|Net interest margin                                     |                       |   | 3.23           |       |           |   | 3.08       |       |           |   | 2.91       |       |  |   | 2.93       |       |  |   | 3.09       |      
|Operating efficiency ratio                              |                       |   | 80.01          |       |           |   | 98.78      |       |           |   | 83.52      |       |  |   | 72.35      |       |  |   | 75.38      |      
|Loan loss allowance to portfolio loans                  |                       |   | 2.09           |       |           |   | 2.25       |       |           |   | 2.24       |       |  |   | 2.30       |       |  |   | 2.00       |      
|Loan loss allowance to nonperforming loans              |                       |   | 124.89         |       |           |   | 69.24      |       |           |   | 58.72      |       |  |   | 58.98      |       |  |   | 64.87      |      
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|CAPITAL RATIOS:                                         |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Equity to assets                                        |                       |   | 6.75           |       |           |   | 6.99       |       |           |   | 7.33       |       |  |   | 7.67       |       |  |   | 7.05       |      
|Equity & minority interest to assets                    |                       |   | 7.90           |       |           |   | 8.16       |       |           |   | 8.50       |       |  |   | 8.90       |       |  |   | 8.20       |      
|Regulatory ratios  Bank:                               |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|                                                        | Tier 1 (leverage)     |   |                | 8.09  |           |   |            | 7.94  |           |   |            | 8.25  |  |   |            | 7.85  |  |   |            | 7.02  | 
|                                                        | Tier 1 to risk assets |   |                | 13.00 |           |   |            | 13.11 |           |   |            | 13.13 |  |   |            | 12.48 |  |   |            | 11.24 | 
|                                                        | Total capital         |   |                | 14.28 |           |   |            | 14.39 |           |   |            | 14.45 |  |   |            | 13.80 |  |   |            | 12.49 | 
|Regulatory ratios  Company:                            |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|                                                        | Tier 1 (leverage)     |   |                | 7.34  |           |   |            | 7.21  |           |   |            | 7.60  |  |   |            | 7.17  |  |   |            | 6.34  | 
|                                                        | Tier 1 to risk-assets |   |                | 11.81 |           |   |            | 11.90 |           |   |            | 12.13 |  |   |            | 11.27 |  |   |            | 10.14 | 
|                                                        | Total capital         |   |                | 15.00 |           |   |            | 15.17 |           |   |            | 15.44 |  |   |            | 14.55 |  |   |            | 12.55 | 
|                                                        |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|OTHER DATA (at period-end):                             |                       |   |                |       |           |   |            |       |           |   |            |       |  |   |            |       |  |   |            |      
|Number of branch banking offices                        |                       |   | 70             |       |           |   | 71         |       |           |   | 71         |       |  |   | 72         |       |  |   | 80         |      
|Number of full-time equivalent employees                |                       |   | 885            |       |           |   | 896        |       |           |   | 921        |       |  |   | 913        |       |  |   | 955        |      



---

| |  | (1) Cash basis net income and earnings per share are computed by adding the
amortization of goodwill and the after tax amount of premium on deposits to net
income.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

10



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##### Table of Contents



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

|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |           |  
|---------------------------------------- | ---------------------------------- | - | -------------- | --------- | ---- | - | ------ | --------- | ---- | - | ------ | --------- | - | - | ------ | --------- | - | - | ------ | --------- | -
|                                         |                                    |   | Quarters Ended
|                                         |                                    |   |               
|                                         |                                    |   | March          |           | Dec. |   | Sept.  |           | June |   | March 
|                                         |                                    |   | 2002           |           | 2001 |   | 2001   |           | 2001 |   | 2001  
|                                         |                                    |   |                |           |      |   |        |           |      |   |       
|SELECTED AVERAGE BALANCES
& YIELDS/COSTS |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|Average balances:                        |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|                                         | Total assets                       |   | $              | 2,480,984 |      |   | $      | 2,453,227 |      |   | $      | 2,370,356 |   |   | $      | 2,365,311 |   |   | $      | 2,461,161 |  
|                                         | Earning assets                     |   |                | 2,318,047 |      |   |        | 2,299,476 |      |   |        | 2,238,227 |   |   |        | 2,230,601 |   |   |        | 2,319,727 |  
|                                         | Loans                              |   |                | 1,439,379 |      |   |        | 1,450,172 |      |   |        | 1,499,189 |   |   |        | 1,582,080 |   |   |        | 1,689,516 |  
|                                         | Securities                         |   |                | 830,416   |      |   |        | 783,267   |      |   |        | 645,368   |   |   |        | 494,170   |   |   |        | 385,839   |  
|                                         | Deposits                           |   |                | 1,996,464 |      |   |        | 1,966,652 |      |   |        | 1,944,376 |   |   |        | 1,962,300 |   |   |        | 2,048,552 |  
|                                         | Other interest-bearing liabilities |   |                | 131,117   |      |   |        | 124,523   |      |   |        | 76,892    |   |   |        | 71,210    |   |   |        | 68,177    |  
|                                         | Stockholders equity               |   |                | 171,350   |      |   |        | 179,673   |      |   |        | 179,387   |   |   |        | 175,986   |   |   |        | 173,728   |  
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|Average yields/costs:                    |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|                                         | Earning assets                     |   |                | 6.41      | %    |   |        | 6.67      | %    |   |        | 7.09      | % |   |        | 7.46      | % |   |        | 7.84      | %
|                                         | Loans                              |   |                | 7.16      |      |   |        | 7.42      |      |   |        | 7.77      |   |   |        | 8.12      |   |   |        | 8.45      |  
|                                         | Securities                         |   |                | 5.35      |      |   |        | 5.60      |      |   |        | 5.97      |   |   |        | 6.28      |   |   |        | 6.58      |  
|                                         | Deposits                           |   |                | 3.47      |      |   |        | 3.98      |      |   |        | 4.62      |   |   |        | 4.95      |   |   |        | 5.18      |  
|                                         | Other interest-bearing liabilities |   |                | 3.32      |      |   |        | 3.48      |      |   |        | 4.71      |   |   |        | 5.53      |   |   |        | 5.97      |  
|                                         | Total interest-bearing liabilities |   |                | 3.46      | %    |   |        | 3.95      | %    |   |        | 4.63      | % |   |        | 4.97      | % |   |        | 5.21      | %
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|NONPERFORMING ASSETS:                    |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|Nonperforming loans:                     |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|Residential first lien                   |                                    | $ | 10,638         |           |      | $ | 12,170 |           |      | $ | 14,709 |           |   | $ | 13,864 |           |   | $ | 15,458 |          
|Warehouse lines of credit                |                                    |   | 700            |           |      |   | 718    |           |      |   | 1,804  |           |   |   | 2,421  |           |   |   | 2,421  |          
|Commercial real estate and multifamily   |                                    |   | 10,070         |           |      |   | 30,017 |           |      |   | 35,975 |           |   |   | 38,771 |           |   |   | 30,620 |          
|Commercial (business)                    |                                    |   | 960            |           |      |   | 1,196  |           |      |   | 1,775  |           |   |   | 1,979  |           |   |   | 1,097  |          
|Home equity and consumer                 |                                    |   | 848            |           |      |   | 1,189  |           |      |   | 909    |           |   |   | 1,432  |           |   |   | 1,092  |          
|High LTV                                 |                                    |   | 1,004          |           |      |   | 919    |           |      |   | 649    |           |   |   | 750    |           |   |   | 466    |          
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|                                         | Total nonperforming loans(1)       |   |                | 24,220    |      |   |        | 46,209    |      |   |        | 55,821    |   |   |        | 59,217    |   |   |        | 51,154    |  
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|Other nonperforming receivables          |                                    |   |               |           |      |   | 178    |           |      |   | 465    |           |   |   | 475    |           |   |   | 477    |          
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|Other real estate:                       |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|Residential                              |                                    |   | 812            |           |      |   | 1,318  |           |      |   | 1,264  |           |   |   | 1,513  |           |   |   | 1,679  |          
|Commercial                               |                                    |   | 30,867         |           |      |   | 15,575 |           |      |   | 5,268  |           |   |   | 2,868  |           |   |   | 2,817  |          
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|                                         | Total ORE                          |   |                | 31,679    |      |   |        | 16,893    |      |   |        | 6,532     |   |   |        | 4,381     |   |   |        | 4,496     |  
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          
|                                         | Total nonperforming assets         |   | $              | 55,899    |      |   | $      | 63,280    |      |   | $      | 62,818    |   |   | $      | 64,073    |   |   | $      | 56,127    |  
|                                         |                                    |   |                |           |      |   |        |           |      |   |        |           |   |   |        |           |   |   |        |          



---

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

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##### Table of Contents



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

|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |        |  
|------------------------------------------------------------- | -------------------------------- | - | -------------- | ------ | --------- | - | ---------- | ------ | --------- | - | --------- | ------ | - | - | ------ | ------ | - | - | ------ | ------ | -
|                                                              |                                  |   | Quarters Ended
|                                                              |                                  |   |               
|                                                              |                                  |   | Mar. 2002      |        | Dec. 2001 |   | Sept. 2001 |        | June 2001 |   | Mar. 2001
|                                                              |                                  |   |                |        |           |   |            |        |           |   |          
|Loan loss allowance activity                                  |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|Allowance for loan losses at
beginning of period              |                                  | $ | 31,997         |        |           | $ | 32,779     |        |           | $ | 34,925    |        |   | $ | 33,183 |        |   | $ | 33,462 |       
|Loan discount (net) allocated to/
(from) purchased portfolios |                                  |   |               |        |           |   | (613       | )      |           |   |          |        |   |   |       |        |   |   |       |       
|Provision for loan losses                                     |                                  |   | 1,100          |        |           |   | 4,800      |        |           |   | 6,800     |        |   |   | 2,750  |        |   |   | 1,800  |       
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|Net (charge-offs) recoveries:                                 |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|Residential first lien                                        |                                  |   | 29             |        |           |   | (167       | )      |           |   | (249      | )      |   |   | (230   | )      |   |   | (162   | )     
|Warehouse lines of credit                                     |                                  |   |               |        |           |   | (267       | )      |           |   | (6,209    | )      |   |   | 24     |        |   |   | (16    | )     
|Nonconforming first lien mortgages                            |                                  |   | (46            | )      |           |   | (173       | )      |           |   | (102      | )      |   |   | (122   | )      |   |   | (153   | )     
|Commercial real estate/multifamily                            |                                  |   | (2,389         | )      |           |   | (3,274     | )      |           |   | 11        |        |   |   | 18     |        |   |   | 15     |       
|Commercial (business)                                         |                                  |   | (153           | )      |           |   | (406       | )      |           |   | (429      | )      |   |   |       |        |   |   | 19     |       
|Home equity                                                   |                                  |   | (95            | )      |           |   | (273       | )      |           |   | (1,131    | )      |   |   | (180   | )      |   |   | (511   | )     
|Consumer                                                      |                                  |   | (26            | )      |           |   | (60        | )      |           |   | (31       | )      |   |   | (16    | )      |   |   | (123   | )     
|Other                                                         |                                  |   | (41            | )      |           |   | (77        | )      |           |   | (98       | )      |   |   | (44    | )      |   |   | (131   | )     
|High LTV                                                      |                                  |   | (128           | )      |           |   | (272       | )      |           |   | (708      | )      |   |   | (458   | )      |   |   | (1,017 | )     
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|                                                              | Net charge-offs                  |   |                | (2,849 | )         |   |            | (4,969 | )         |   |           | (8,946 | ) |   |        | (1,008 | ) |   |        | (2,079 | )
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|Allowance for loan losses at end of period                    |                                  | $ | 30,248         |        |           | $ | 31,997     |        |           | $ | 32,779    |        |   | $ | 34,925 |        |   | $ | 33,183 |       
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|Net charge-offs (recoveries) to
average loans-annualized:     |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|Residential first lien                                        |                                  |   | (0.03          | )%     |           |   | 0.15       | %      |           |   | 0.20      | %      |   |   | 0.17   | %      |   |   | 0.11   | %     
|Warehouse lines of credit                                     |                                  |   |               |        |           |   | 75.21      |        |           |   | 327.69    |        |   |   | (0.46  | )      |   |   | 0.19   |       
|Nonconforming first lien mortgages                            |                                  |   | 0.38           |        |           |   | 1.31       |        |           |   | 0.72      |        |   |   | 0.80   |        |   |   | 0.94   |       
|Commercial real estate/multifamily                            |                                  |   | 1.72           |        |           |   | 2.24       |        |           |   | (0.01     | )      |   |   | (0.01  | )      |   |   | (0.01  | )     
|Commercial (business)                                         |                                  |   | 0.48           |        |           |   | 1.19       |        |           |   | 1.23      |        |   |   |       |        |   |   | (0.06  | )     
|Home equity                                                   |                                  |   | 0.16           |        |           |   | 0.57       |        |           |   | 3.04      |        |   |   | 0.51   |        |   |   | 1.46   |       
|Consumer and other                                            |                                  |   | 0.49           |        |           |   | 1.09       |        |           |   | 0.62      |        |   |   | 0.30   |        |   |   | 2.21   |       
|High LTV                                                      |                                  |   | 1.79           |        |           |   | 3.59       |        |           |   | 8.62      |        |   |   | 5.28   |        |   |   | 11.00  |       
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       
|                                                              | Net charge-offs to average loans |   |                | 0.79   | %         |   |            | 1.37   | %         |   |           | 2.39   | % |   |        | 0.25   | % |   |        | 0.49   | %
|                                                              |                                  |   |                |        |           |   |            |        |           |   |           |        |   |   |        |        |   |   |        |       

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##### Table of Contents






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

Comparison of Balance Sheets at March 31, 2002 and December 31, 2001

Overview

At March 31, 2002, we had total assets of $2.5 billion, stockholders equity of
$169.7 million and a stated book value per share of $14.96. At year-end 2001
total assets were $2.5 billion, stockholders equity was $172.0 million and
stated book value was $15.18. Loans, net of allowances for loan losses, were
$1.4 billion at March 31, 2002, an increase of $30.4 million from December 31,
2001, while total deposits were $2.1 billion, a decrease of $1.1 million from
year-end 2001.

Securities

Securities, primarily mortgage-backed investments issued by one of the federal
guarantee agencies, were $852.7 million at March 31, 2002 as compared to
$834.1 million at the end of last year. At March 31, 2002, $826.1 million of
securities were classified as available for sale, $18.1 million of securities
were classified as held to maturity and $8.4 million of securities were
trading assets. These trading assets consisted of: (1) $5.5 million in
overcollateralization and residual interests in cash flows from
securitizations in December 1997 and June 1998; and (2) the excess spread on
mortgage servicing rights, which amounted to $3.0 million at March 31, 2002.

Loans

Total loans increased by $28.7 million from year-end to $1.4 billion at March
31, 2002. Commercial business loans increased $9.5 million, home equity loans
increased $44.2 million, while residential loans decreased $22.7 million. The
net change in total loans was reduced by the transfer of two nonperforming
loans totaling $18.3 million to the other real estate (ORE) category.

Allowance for Loan Losses

The allowance for loan losses amounted to $30.2 million (2.09% of portfolio
loans) at March 31, 2002, compared with $32.0 million (2.25% of portfolio
loans) at December 31, 2001. Activity to the allowance in 2002 included
provisions for loan losses of $1.1 million and net loan charge-offs of $2.8
million. At March 31, 2002, the ratio of the allowance for loan losses to
nonperforming loans was 124.89% compared to 69.24% at the end of 2001 and the
ratio of the allowance for loan losses to total loans remains above 2%.

Nonperforming Assets

Nonperforming assets amounted to $55.9 million (2.22% of total assets) at March
31, 2002, compared with $63.3 million (2.57% of total assets) at December 31,
2001, a decrease of $7.4 million. Commercial real estate nonperformers declined
by $19.7 million, primarily as a result of taking title to our largest
nonperforming real estate property, a hotel in Wilmington, Delaware, which was
transferred into the other real estate category. ORE balances increased $14.8
million to $31.7 million, also primarily due to this transfer.

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##### Table of Contents



Deposits

Total deposits were $2.1 billion at March 31, 2002, a $1.1 million decrease
from the prior year-end. Significant progress was made in shifting the mix of
deposits from higher-costing time deposits to less expensive checking, savings
and money market accounts. By category, money market and savings accounts
increased by $23.3 million and checking accounts increased by $3.9 million,
while time deposits declined by $28.4 million. As of March 31, 2002, the
Company had 45% of deposits in those lower-costing core deposit categories.

Federal Home Loan Bank (FHLB) Advances

Advance borrowings from the FHLB, secured by a blanket lien on the Banks
mortgage loan portfolio, increased by $54.9 million from $52.3 million at the
end of 2001 to $107.2 million at March 31, 2002. The proceeds from this
increase in borrowings were used to fund loan and investment growth. These
borrowings had the following rate and maturity characteristics as of March 31,
2002 ($ in thousands):

|                           |       |   |        |         |      |  |                  |      |  
|-------------------------- | ----- | - | ------ | ------- | ---- |  | ---------------- | ---- | -
|                           |       |   |        |         |      |  | Weighted Average
|                           |       |   | Amount |         | Rate
|                           |       |   |        |         |     
|Maturing in:               |       |   |        |         |      |  |                  |     
|30 days or less  variable |       | $ | 90,000 |         |      |  | 1.94             | %   
|2-12 months  fixed        |       |   | 5,000  |         |      |  | 3.16             |     
|Over 1 year  fixed        |       |   | 12,248 |         |      |  | 4.63             |     
|                           |       |   |        |         |      |  |                  |     
|                           | Total |   | $      | 107,248 |      |  |                  | 2.30 | %
|                           |       |   |        |         |      |  |                  |     

At March 31, 2001, the Bank had a total credit line availability with the
FHLB equal to 20% of its total assets or $502.6 million of which $107.2
million had been used.

Stockholders Equity

Stockholders equity was $169.7 million at March 31, 2002, or 6.75% of total
assets, compared to $172.0 million or 7.00% of total assets at December 31,
2001. Mortgage security prices declined during the first quarter of 2002
relative to levels at the end of 2001 which resulted in reduced valuation on
securities classified as available-for-sale.

The number of common shares outstanding at March 31, 2002 was 11,344,609. In
the second quarter of 2001, the holders of our perpetual preferred stock
converted their holdings into our common stock, increasing the number of
common shares outstanding by 750,000. At March 31, 2002, the Banks tier 1
(leverage) capital ratio was 8.09%, its tier 1 (risk-based) capital ratio was
13.00%, and its total risk-based capital ratio was 14.28%, 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, 2002,
were 7.34%,11.81%, and 15.00%, respectively.

[Balance of page intentionally left blank]

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##### Table of Contents



Comparison of Results of Operations for the Three Months Ended March 31,
2002 and 2001

Overview

Net income for the first quarter of 2002 was $1.2 million, or $0.11 per share,
(on a diluted basis), compared with income of $1.6 million, or $0.14 per share
on the same basis, for the same period in 2001. Cash basis earnings, which
exclude the after-tax effect from amortization of premium on deposits, were
$1.7 million or $0.15 per share.

Analysis of Net Interest Income (see table on page 16)

Net interest income for the three months ended March 31, 2002, was $18.9
million compared with $18.2 million for the same period last year, a $704,000
or 3.73% increase. Net interest margin in the first quarter of 2002 was 3.23%
compared to 3.09% a year ago, a 14 basis point improvement. During 2001, the
rapid decline in market interest rates reduced asset yield faster than the
Company was able to reduce its funding costs. Net interest margin stabilized
in the fourth quarter of 2001 and continued improving through the first
quarter of 2002 as funds cost reductions took effect. Average asset yield
decreased by 143 basis points from 7.84% for the same period in 2001 to 6.41%
for 2002. The average cost of interest-bearing liabilities decreased by 175
basis points compared to the same period a year ago from 5.21% to 3.46%.

Noninterest Income

Noninterest income for the three months ended March 31, 2002, was $3.3 million
compared with $5.9 million for the same period in 2001, a decrease of $2.6
million. Loan service fees declined $1.4 million primarily from sale of
servicing on High LTV Loans in the third quarter of 2001 and from increases
in early payoffs on conventional and government mortgage servicing. This
factor reduced service fee revenue and required an accelerated amortization of
capitalized mortgage servicing rights.

The following table reflects the components of noninterest income for the
three months ended March 31, 2002 and 2001 ($ in thousands; unaudited):

|                                           |  |                                      |       |      |  |            |       |  |  |          |        |  
|------------------------------------------ |  | ------------------------------------ | ----- | ---- |  | ---------- | ----- |  |  | -------- | ------ | -
|                                           |  | For the Three Months Ended March 31,
|                                           |  |                                     
|                                           |  |                                      |       |      |  |            |       |  |  | Increase
|                                           |  | 2002                                 |       | 2001 |  | (Decrease)
|                                           |  |                                      |       |      |  |           
|Service charges on deposit accounts        |  | $                                    | 1,606 |      |  | $          | 1,965 |  |  | $        | (359   | )
|Loan service fees                          |  |                                      | (61   | )    |  |            | 1,356 |  |  |          | (1,417 | )
|Other loan fee income                      |  |                                      | 568   |      |  |            | 1,030 |  |  |          | (462   | )
|Gains on sale of loans and securities, net |  |                                      | 517   |      |  |            | 1,105 |  |  |          | (588   | )
|Other income                               |  |                                      | 637   |      |  |            | 410   |  |  |          | 227    |  
|                                           |  |                                      |       |      |  |            |       |  |  |          |        |  
|Total noninterest income                   |  | $                                    | 3,267 |      |  | $          | 5,866 |  |  | $        | (2,599 | )
|                                           |  |                                      |       |      |  |            |       |  |  |          |        |  

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##### Table of Contents



The following table summarizes the average yields earned on interest earning
assets and the average rates paid on interest bearing liabilities for the
three months ended March 31, 2002 and 2001 ($ in thousands; unaudited):

|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |      |      |   | 
|----------------------------- | ---------------------------------- | --------------------------------------- | ---------------------------- | --------- | ---------------------------- | --------- | ---- | ------- | ------ | -------- | ------- | ---- | ------- | - | - | --------- | - | --------- | ------- | ------ | ------ |  |  | ---- | ---- | - | 
|                              |                                    |                                         |                              |           | Three Months Ended March 31,
|                              |                                    |                                         |                              |           |                             
|                              |                                    |                                         |                              |           | 2002                         |           | 2001
|                              |                                    |                                         |                              |           |                              |           |     
|                              |                                    |                                         |                              |           | Average                      |           |      |         |        |          | Average |      | Average |   |   |           |   |           | Average
|Summary of Average Rates      |                                    | Balance                                 |                              | Interest  |                              | Rate      |      | Balance |        | Interest |         | Rate
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |     
|Interest earning assets:      |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              | Loans                              |                                         | $                            | 1,439,379 |                              |           |      | 25,638  |        |          |         | 7.16 | %       |   | $ | 1,689,516 |   |           | $       | 35,575 |        |  |  | 8.45 | %   
|                              | Securities                         |                                         |                              | 830,416   |                              |           |      | 11,114  |        |          |         | 5.35 |         |   |   | 385,839   |   |           |         | 6,350  |        |  |  | 6.58 |     
|                              | Interest bearing deposits in banks |                                         |                              | 14,703    |                              |           |      | 36      |        |          |         | 0.98 |         |   |   | 7,540     |   |           |         | 109    |        |  |  | 5.85 |     
|                              | FHLB stock                         |                                         |                              | 13,307    |                              |           |      | 189     |        |          |         | 5.76 |         |   |   | 13,816    |   |           |         | 263    |        |  |  | 7.73 |     
|                              | Federal funds sold                 |                                         |                              | 20,242    |                              |           |      | 75      |        |          |         | 1.48 |         |   |   | 223,016   |   |           |         | 3,060  |        |  |  | 5.49 |     
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              | Total interest earning assets      |                                         |                              | 2,318,047 |                              |           |      | 37,051  |        |          |         | 6.41 |         |   |   | 2,319,727 |   |           |         | 45,357 |        |  |  | 7.84 |     
|                              | Noninterest earning assets         |                                         |                              | 162,937   |                              |           |      |         |        |          |         |      |         |   |   | 140,684   |   |           |         |        |        |  |  |      |     
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              | Total assets                       |                                         | $                            | 2,480,984 |                              |           |      |         |        |          |         |      |         |   | $ | 2,460,411 |   |           |         |        |        |  |  |      |     
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|Interest bearing liabilities: |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              | Interest checking                  |                                         | $                            | 187,510   |                              |           |      | 181     |        |          |         | 0.39 |         |   | $ | 175,048   |   |           |         | 239    |        |  |  | 0.55 |     
|                              | Money market                       |                                         |                              | 409,524   |                              |           |      | 2,160   |        |          |         | 2.14 |         |   |   | 308,572   |   |           |         | 3,426  |        |  |  | 4.50 |     
|                              | Savings                            |                                         |                              | 189,056   |                              |           |      | 887     |        |          |         | 1.90 |         |   |   | 190,450   |   |           |         | 1,559  |        |  |  | 3.32 |     
|                              | Time deposits                      |                                         |                              | 1,210,374 |                              |           |      | 13,874  |        |          |         | 4.65 |         |   |   | 1,374,482 |   |           |         | 20,960 |        |  |  | 6.18 |     
|                              | FHLB advances                      |                                         |                              | 63,694    |                              |           |      | 418     |        |          |         | 2.66 |         |   |   | 759       |   |           |         | 13     |        |  |  | 6.85 |     
|                              | Subordinated debt                  |                                         |                              | 29,292    |                              |           |      | 536     |        |          |         | 7.32 |         |   |   | 14,713    |   |           |         | 266    |        |  |  | 7.23 |     
|                              | Other holding company debt         |                                         |                              |          |                              |           |      |        |        |          |         |     |         |   |   | 10,825    |   |           |         | 265    |        |  |  | 9.87 |     
|                              | Other borrowings                   |                                         |                              | 38,132    |                              |           |      | 127     |        |          |         | 1.36 |         |   |   | 41,880    |   |           |         | 465    |        |  |  | 4.50 |     
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              | Total interest bearing liabilities |                                         |                              | 2,127,582 |                              |           |      | 18,183  |        |          |         | 3.46 |         |   |   | 2,116,729 |   |           |         | 27,193 |        |  |  | 5.21 |     
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              | Noninterest bearing liabilities    |                                         |                              | 182,648   |                              |           |      |         |        |          |         |      |         |   |   | 175,627   |   |           |         |        |        |  |  |      |     
|                              | Stockholders equity               |                                         |                              | 170,754   |                              |           |      |         |        |          |         |      |         |   |   | 168,055   |   |           |         |        |        |  |  |      |     
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              |                                    |                                         | Total liabilities and equity |           | $                            | 2,480,984 |      |         |        |          |         |      |         |   |   |           | $ | 2,460,411 |         |        |        |  |  |      |      |   | 
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              |                                    | Net interest income/net interest spread |                              |           |                              |           |      | $       | 18,868 |          |         |      | 2.95    | % |   |           |   |           |         | $      | 18,164 |  |  |      | 2.63 | %
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     
|                              |                                    | Net interest margin                     |                              |           |                              |           |      |         |        |          |         |      | 3.23    | % |   |           |   |           |         |        |        |  |  |      | 3.09 | %
|                              |                                    |                                         |                              |           |                              |           |      |         |        |          |         |      |         |   |   |           |   |           |         |        |        |  |  |     

|                               |                                    |                                     |   |                            |        |       |   |        |        |   |   |        |        |  
|------------------------------ | ---------------------------------- | ----------------------------------- | - | -------------------------- | ------ | ----- | - | ------ | ------ | - | - | ------ | ------ | -
|                               |                                    |                                     |   | Increase (Decrease) Due to
|                               |                                    |                                     |   |                           
|Changes in Net Interest Income |                                    | Volume                              |   | Rate                       |        | Total
|                               |                                    |                                     |   |                            |        |      
|Interest earning assets:       |                                    |                                     |   |                            |        |       |   |        |        |   |   |       
|                               | Loans                              |                                     | $ | (4,960                     | )      |       | $ | (4,978 | )      |   | $ | (9,938 | )     
|                               | Securities                         |                                     |   | 5,732                      |        |       |   | (967   | )      |   |   | 4,765  |       
|                               | Interest bearing deposits in banks |                                     |   | 57                         |        |       |   | (130   | )      |   |   | (73    | )     
|                               | FHLB stock                         |                                     |   | (9                         | )      |       |   | (65    | )      |   |   | (74    | )     
|                               | Federal funds sold                 |                                     |   | (1,656                     | )      |       |   | (1,330 | )      |   |   | (2,986 | )     
|                               |                                    |                                     |   |                            |        |       |   |        |        |   |   |       
|                               | Total change in interest income    |                                     |   | (836                       | )      |       |   | (7,470 | )      |   |   | (8,306 | )     
|Interest bearing liabilities:  |                                    |                                     |   |                            |        |       |   |        |        |   |   |       
|                               | Interest checking                  |                                     |   | 16                         |        |       |   | (74    | )      |   |   | (58    | )     
|                               | Money market                       |                                     |   | 895                        |        |       |   | (2,160 | )      |   |   | (1,265 | )     
|                               | Savings                            |                                     |   | (68                        | )      |       |   | (605   | )      |   |   | (673   | )     
|                               | Time deposits                      |                                     |   | (3,042                     | )      |       |   | (4,045 | )      |   |   | (7,087 | )     
|                               | FHLB advances                      |                                     |   | 413                        |        |       |   | (7     | )      |   |   | 406    |       
|                               | Other borrowings                   |                                     |   | 96                         |        |       |   | (429   | )      |   |   | (333   | )     
|                               |                                    |                                     |   |                            |        |       |   |        |        |   |   |       
|                               |                                    | Total change in interest expense    |   |                            | (1,690 | )     |   |        | (7,320 | ) |   |        | (9,010 | )
|                               |                                    |                                     |   |                            |        |       |   |        |        |   |   |       
|                               |                                    | Total change in net interest income |   | $                          | 854    |       |   | $      | (150   | ) |   | $      | 704    |  
|                               |                                    |                                     |   |                            |        |       |   |        |        |   |   |       

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##### Table of Contents



Noninterest Expense

Operating expenses for the first quarter of 2002 were $17.7 million compared
with $18.1 million for the same period last year, a decrease of $403,000 or
2.22%, and the lowest quarterly expense result in the last nine quarters.
Salaries and benefits increased a modest $144,000 or 1.47% as savings from
reduced staffing in administrative and support areas offset costs from
growing the loan and deposit production capabilities. Total noninterest
expenses, which includes operating expenses, amortization of premium on
deposits and goodwill (in 2001), and ORE-related costs, were $18.3 million
for the three months ended March 31, 2002 compared with $19.2 million for the
same period last year.

The following table reflects the components of noninterest expense for the
three months ended March 31, 2002 and 2001 ($ in thousands; unaudited):

|                                               |  |                                      |        |      |  |            |        |  |  |          |      |  
|---------------------------------------------- |  | ------------------------------------ | ------ | ---- |  | ---------- | ------ |  |  | -------- | ---- | -
|                                               |  | For the Three Months Ended March 31,
|                                               |  |                                     
|                                               |  |                                      |        |      |  |            |        |  |  | Increase
|                                               |  | 2002                                 |        | 2001 |  | (Decrease)
|                                               |  |                                      |        |      |  |           
|Salaries and benefits                          |  | $                                    | 9,965  |      |  | $          | 9,821  |  |  | $        | 144  |  
|Net occupancy expense                          |  |                                      | 3,082  |      |  |            | 3,375  |  |  |          | (293 | )
|Advertising and marketing                      |  |                                      | 189    |      |  |            | 225    |  |  |          | (36  | )
|Data processing fees and services              |  |                                      | 1,613  |      |  |            | 1,781  |  |  |          | (168 | )
|Loan collection costs                          |  |                                      | 270    |      |  |            | 481    |  |  |          | (211 | )
|Other operating expense                        |  |                                      | 2,591  |      |  |            | 2,430  |  |  |          | 161  |  
|                                               |  |                                      |        |      |  |            |        |  |  |          |      |  
|Total operating expenses                       |  |                                      | 17,710 |      |  |            | 18,113 |  |  |          | (403 | )
|ORE expense, net of ORE income                 |  |                                      | (61    | )    |  |            | 169    |  |  |          | (230 | )
|Amortization of goodwill & premium on deposits |  |                                      | 692    |      |  |            | 965    |  |  |          | (273 | )
|                                               |  |                                      |        |      |  |            |        |  |  |          |      |  
|Total noninterest expense                      |  | $                                    | 18,341 |      |  | $          | 19,247 |  |  | $        | (906 | )
|                                               |  |                                      |        |      |  |            |        |  |  |          |      |  




Part  II. OTHER INFORMATION




Item  1. Legal Proceedings

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




Item  5. Other Information

None reported.




Item  6. Exhibits and Report on Form 8-K

The following report on Form 8-K, filed , is hereby incorporated by
reference.



| | (1) |  | Report on Form 8-K, dated   Announces the
intention of the Company to change registrants certifying
accountant beginning in the second quarter ending June 30, 2002.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents






SIGNATURES

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

|                               |  |                           |  |                                                                                                         
|------------------------------ |  | ------------------------- |  | --------------------------------------------------------------------------------------------------------
|                               |  | REPUBLIC BANCSHARES, INC.
|                              
|                               |  |                           |  |                                                                                                         
|                              
|Date:April 23,
           2002 |  | By:                       |  | /s/ William R. KlichWilliam R. Klich
President and Chief Executive Officer
(principal executive officer)
|                              
|                               |  |                           |  |                                                                                                         
|                              
|Date:April 23,
           2002 |  | By:                       |  | /s/William R. FalzoneWilliam R. Falzone
Treasurer (principal financial and
accounting officer)          

18