##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC

Form 10-Q

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|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                                                          
|          
|          
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|[X]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
|          
|          
|          
|          
|           |  | OR                                                                                                                                       
|          
|          
|          
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|[   ]      |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                 
|          
|          
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|          
|           |  | FOR THE TRANSITION PERIOD FROM TO                                                                                                        

Commission File number 0-25033

The Banc Corporation

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(Exact Name of Registrant as Specified in its Charter)


|                                               |  |                                  
|---------------------------------------------- |  | ---------------------------------
|Delaware                                       |  | 63-1201350                       
|                                               |  |                                  
|(State or Other Jurisdiction of Incorporation) |  | (IRS Employer Identification No.)

17 North 20th Street, Birmingham, Alabama 35203

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(Address of Principal Executive Offices)


(205) 326-2265

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(Registrants Telephone Number, Including Area Code)


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 [  ]

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

|                              |  |                                     
|----------------------------- |  | ------------------------------------
|Class                         |  | Outstanding as of September 30, 2001
|                              |  |                                     
|Common stock, $.001 par value |  | 14,243,721                          



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##### 



Part I. Financial Information

Item I. Financial Statements

The Banc Corporation and Subsidiaries
Condensed Consolidated Statements of Financial Condition
(Dollars In Thousands)

|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |              |         |         |           | 
|-------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | -------------- | ------------------------------------------ | ------- | ------------- | --------- | ------------ | ------- | ------- | --------- | 
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         | September 30, |           | December 31,
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         | 2001          |           | 2000        
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         | (Unaudited)   |           | (Note 1)    
|Assets                                                                                 |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Cash and due from banks                                                                |                                                                                                                                                               | $                   | 46,608         |                                            |         | $             | 36,691    |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Interest bearing deposits in other banks                                               |                                                                                                                                                               |                     | 593            |                                            |         |               | 2,427     |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Federal funds sold                                                                     |                                                                                                                                                               |                     | 19,000         |                                            |         |               | 3,120     |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Investment securities available for sale                                               |                                                                                                                                                               |                     | 71,731         |                                            |         |               | 91,316    |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Investment securities held-to-maturity                                                 |                                                                                                                                                               |                     |               |                                            |         |               | 4,389     |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Mortgage loans held for sale                                                           |                                                                                                                                                               |                     | 2,713          |                                            |         |               | 4,324     |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Loans, net of unearned income                                                          |                                                                                                                                                               |                     | 977,054        |                                            |         |               | 808,145   |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Less: Allowance for loan losses                                                        |                                                                                                                                                               |                     | (10,228        | )                                          |         |               | (8,959    | )           
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                       |                                                                                                                                                               |                     |                | Net loans                                  |         |               | 966,826   |              |         |         | 799,186   | 
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|Premises and equipment, net                                                            |                                                                                                                                                               |                     | 46,494         |                                            |         |               | 43,957    |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Accrued interest receivable                                                            |                                                                                                                                                               |                     | 8,445          |                                            |         |               | 8,615     |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Stock in FHLB and Federal Reserve Bank                                                 |                                                                                                                                                               |                     | 8,459          |                                            |         |               | 6,922     |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Other assets                                                                           |                                                                                                                                                               |                     | 29,938         |                                            |         |               | 28,268    |             
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                       |                                                                                                                                                               |                     |                | Total assets                               |         | $             | 1,200,807 |              |         | $       | 1,029,215 | 
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|Liabilities and Stockholders Equity                                                   |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Deposits                                                                               |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       |                                                                                                                                                               | Noninterest-bearing |                | $                                          | 90,742  |               |           | $            | 88,910  |        
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       |                                                                                                                                                               | Interest-bearing    |                |                                            | 854,208 |               |           |              | 738,394 |        
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                       |                                                                                                                                                               |                     | Total deposits |                                            |         | 944,950       |           |              |         | 827,304 |          
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Advances from FHLB                                                                     |                                                                                                                                                               |                     | 136,100        |                                            |         |               | 104,300   |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Other borrowed funds                                                                   |                                                                                                                                                               |                     | 793            |                                            |         |               | 534       |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Accrued expenses and other liabilities                                                 |                                                                                                                                                               |                     | 8,267          |                                            |         |               | 7,202     |             
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                       |                                                                                                                                                               |                     |                | Total liabilities                          |         |               | 1,090,110 |              |         |         | 939,340   | 
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Guaranteed preferred beneficial interests in the Corporations
subordinated debentures |                                                                                                                                                               |                     | 31,000         |                                            |         |               | 15,000    |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Stockholders Equity                                                                   |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Preferred stock, par value $.001 per share; authorized 5,000,000 shares;
shares issued -0-                                                                    |                     |                |                                           |         |               |           |             |        
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Common stock, par value $.001 per share; authorized 25,000,000 shares;
shares issued 14,385,021; outstanding 14,243,721 shares in 2001 and
14,345,021 in 2000 |                     |                | 14                                         |         |               |           | 14           |        
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Surplus                                                                                                                                                       |                     |                | 47,756                                     |         |               |           | 47,756       |        
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Retained Earnings                                                                                                                                             |                     |                | 32,188                                     |         |               |           | 27,640       |        
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Accumulated other comprehensive income (loss)                                                                                                                 |                     |                | 492                                        |         |               |           | (325         | )      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       | Treasury stock, at cost - 141,300 and 40,000 shares, respectively                                                                                             |                     |                | (753                                       | )       |               |           | (210         | )      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                       |                                                                                                                                                               |                     |                | Total stockholders equity                 |         |               | 79,697    |              |         |         | 74,875    | 
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             
|                                                                                       |                                                                                                                                                               |                     |                | Total liabilities and stockholders equity |         | $             | 1,200,807 |              |         | $       | 1,029,215 | 
|                                                                                       |                                                                                                                                                               |                     |                |                                            |         |               |           |             

See Notes to Condensed Consolidated Financial Statements.

2



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##### 



The Banc Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(Amounts In Thousands, Except Per Share Data)

|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |        |        |        |        | 
|---------------------------------------------------- | ------------------------------ | --------------------- | -------------------------- | --------------------------------------------------- | ------ | ------------------ | ------ | ----------------- | ------ | ----- | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | 
|                                                     |                                |                       |                            |                                                     |        | Three Months Ended |        | Nine Months Ended
|                                                     |                                |                       |                            |                                                     |        | September 30,      |        | September 30,    
|                                                     |                                |                       |                            |                                                     |        |                    |        |                  
|                                                     |                                |                       |                            |                                                     |        | 2001               |        | 2000              |        | 2001  |        | 2000  
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |       
|Interest income                                      |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|Interest and fees on loans                           |                                | $                     | 21,253                     |                                                     |        | $                  | 17,672 |                   |        | $     | 62,463 |        |        | $      | 49,319 |       
|                                                    
|                                                    
|                                                    
|                                                    
|Interest on investment securities                    |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Taxable                        |                       |                            | 1,086                                               |        |                    |        | 1,259             |        |       |        | 3,910  |        |        |        | 3,161  |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Exempt from Federal income tax |                       |                            | 88                                                  |        |                    |        | 184               |        |       |        | 382    |        |        |        | 559    |       
|                                                    
|                                                    
|                                                    
|                                                    
|Interest on federal funds sold                       |                                |                       | 275                        |                                                     |        |                    | 255    |                   |        |       | 1,178  |        |        |        | 627    |       
|                                                    
|                                                    
|                                                    
|                                                    
|Interest and dividends on other investments          |                                |                       | 121                        |                                                     |        |                    | 145    |                   |        |       | 498    |        |        |        | 415    |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                     |                                | Total interest income |                            |                                                     | 22,823 |                    |        |                   | 19,515 |       |        |        | 68,431 |        |        |        | 54,081 |       
|                                                    
|                                                    
|                                                    
|                                                    
|Interest expense                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|Interest on deposits                                 |                                |                       | 9,925                      |                                                     |        |                    | 9,512  |                   |        |       | 31,673 |        |        |        | 24,803 |       
|                                                    
|                                                    
|                                                    
|                                                    
|Interest on other borrowed funds                     |                                |                       | 1,957                      |                                                     |        |                    | 1,219  |                   |        |       | 5,849  |        |        |        | 3,432  |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                     | Total interest expense         |                       |                            | 11,882                                              |        |                    |        | 10,731            |        |       |        | 37,522 |        |        |        | 28,235 |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                     |                                |                       |                            | Net interest income                                 |        |                    | 10,941 |                   |        |       | 8,784  |        |        |        | 30,909 |        |        |        | 25,846 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Provision for loan losses                            |                                |                       | 925                        |                                                     |        |                    | 1,869  |                   |        |       | 2,555  |        |        |        | 3,466  |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                     |                                |                       |                            | Net interest income after provision for loan losses |        |                    | 10,016 |                   |        |       | 6,915  |        |        |        | 28,354 |        |        |        | 22,380 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Noninterest income                                   |                                |                       | 1,844                      |                                                     |        |                    | 2,160  |                   |        |       | 6,140  |        |        |        | 5,687  |       
|                                                    
|                                                    
|                                                    
|                                                    
|Gain on sale of securities                           |                                |                       | 993                        |                                                     |        |                    | 76     |                   |        |       | 1,150  |        |        |        | 73     |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                     |                                |                       | Total noninterest income   |                                                     |        | 2,837              |        |                   |        | 2,236 |        |        |        | 7,290  |        |        |        | 5,760  |       
|                                                    
|                                                    
|                                                    
|                                                    
|Noninterest expenses                                 |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                    
|                                                    
|                                                    
|                                                    
|Salaries and employee benefits                       |                                |                       | 4,700                      |                                                     |        |                    | 3,944  |                   |        |       | 14,258 |        |        |        | 11,771 |       
|                                                    
|                                                    
|                                                    
|                                                    
|Occupancy, furniture and equipment expense           |                                |                       | 1,691                      |                                                     |        |                    | 1,486  |                   |        |       | 5,163  |        |        |        | 4,377  |       
|                                                    
|                                                    
|                                                    
|                                                    
|Other operating expenses                             |                                |                       | 3,509                      |                                                     |        |                    | 2,287  |                   |        |       | 8,341  |        |        |        | 7,695  |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                     |                                |                       | Total noninterest expenses |                                                     |        | 9,900              |        |                   |        | 7,717 |        |        |        | 27,762 |        |        |        | 23,843 |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|Distributions on trust preferred securities          |                                |                       | 657                        |                                                     |        |                    | 104    |                   |        |       | 1,452  |        |        |        | 104    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                       |                            | Income before income taxes                          |        |                    | 2,296  |                   |        |       | 1,330  |        |        |        | 6,430  |        |        |        | 4,193  | 
|                                                    
|                                                    
|                                                    
|                                                    
|Income tax expense (benefit)                         |                                |                       | 721                        |                                                     |        |                    | (37    | )                 |        |       | 1,881  |        |        |        | 730    |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|                                                     |                                |                       |                            | Net income                                          |        | $                  | 1,575  |                   |        | $     | 1,367  |        |        | $      | 4,549  |        |        | $      | 3,463  | 
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|Basic and diluted net income per share               |                                | $                     | 0.11                       |                                                     |        | $                  | 0.10   |                   |        | $     | 0.32   |        |        | $      | 0.24   |       
|                                                     |                                |                       |                            |                                                     |        |                    |        |                   |        |       |        |        |        |        |        |       
|Average common shares outstanding                    |                                |                       | 14,248                     |                                                     |        |                    | 14,385 |                   |        |       | 14,288 |        |        |        | 14,385 |       
|                                                    
|                                                    
|                                                    
|                                                    
|Average common shares outstanding, assuming dilution |                                |                       | 14,311                     |                                                     |        |                    | 14,391 |                   |        |       | 14,311 |        |        |        | 14,388 |       

See Notes to Condensed Consolidated Financial Statements.

3



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##### 



The Banc Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flow (Unaudited)
(Dollars In Thousands)

|                                               |                                                                      |                                           |        |                   |          |      |        |          |          |  
|---------------------------------------------- | -------------------------------------------------------------------- | ----------------------------------------- | ------ | ----------------- | -------- | ---- | ------ | -------- | -------- | -
|                                               |                                                                      |                                           |        | Nine Months Ended
|                                               |                                                                      |                                           |        | September 30,    
|                                               |                                                                      |                                           |        |                  
|                                               |                                                                      |                                           |        | 2001              |          | 2000
|                                               |                                                                      |                                           |        |                   |          |     
|Net cash provided by operating activities      |                                                                      | $                                         | 8,227  |                   |          | $    | 5,290  |         
|                                               |                                                                      |                                           |        |                   |          |      |        |         
|Cash flows from investing activities:          |                                                                      |                                           |        |                   |          |      |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net decrease in interest bearing deposits in other banks             |                                           |        | 1,834             |          |      |        | 630      |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net (increase) decrease in federal funds sold                        |                                           |        | (15,880           | )        |      |        | 5,823    |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net decrease in short-term investments                               |                                           |        |                  |          |      |        | 3,682    |         
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from sales of securities available for sale                 |                                           |        | 49,461            |          |      |        | 135      |         
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from maturities of investment securities available for sale |                                           |        | 44,920            |          |      |        | 9,061    |         
|                                              
|                                              
|                                              
|                                              
|                                               | Purchases of investment securities available for sale                |                                           |        | (67,753           | )        |      |        | (15,657  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from maturities of investment securities held to maturity   |                                           |        |                  |          |      |        | 544      |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in loans                                                |                                           |        | (169,414          | )        |      |        | (120,889 | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Purchases of premises and equipment                                  |                                           |        | (5,103            | )        |      |        | (8,017   | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Other investing activities                                           |                                           |        | (1,537            | )        |      |        | (1,900   | )       
|                                               |                                                                      |                                           |        |                   |          |      |        |         
|                                               |                                                                      | Net cash used by investing activities     |        |                   | (163,472 | )    |        |          | (126,588 | )
|                                               |                                                                      |                                           |        |                   |          |      |        |         
|Cash flows from financing activities:          |                                                                      |                                           |        |                   |          |      |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in deposit accounts                                     |                                           |        | 117,646           |          |      |        | 101,183  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net increase in FHLB advance and other borrowings                    |                                           |        | 32,059            |          |      |        | 14,983   |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net decrease in note payable                                         |                                           |        |                  |          |      |        | (7,104   | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from trust preferred securities                             |                                           |        | 16,000            |          |      |        | 15,000   |         
|                                              
|                                              
|                                              
|                                              
|                                               | Purchase of treasury stock                                           |                                           |        | (543              | )        |      |        |         |         
|                                               |                                                                      |                                           |        |                   |          |      |        |         
|                                               |                                                                      | Net cash provided by financing activities |        |                   | 165,162  |      |        |          | 124,062  |  
|                                               |                                                                      |                                           |        |                   |          |      |        |         
|Net increase in cash and due from banks        |                                                                      |                                           | 9,917  |                   |          |      | 2,764  |         
|                                              
|                                              
|                                              
|                                              
|Cash and due from banks at beginning of period |                                                                      |                                           | 36,691 |                   |          |      | 31,825 |         
|                                               |                                                                      |                                           |        |                   |          |      |        |         
|Cash and due from banks at end of period       |                                                                      | $                                         | 46,608 |                   |          | $    | 34,589 |         
|                                               |                                                                      |                                           |        |                   |          |      |        |         

See Notes to Condensed Consolidated Financial Statements.

4



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##### 



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions for Form 10-Q, and,
therefore, do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. For a summary of
significant accounting policies that have been consistently followed, see Note
1 to the Consolidated Financial Statements included in Form 10-K for the year
ended December 31, 2000. It is managements opinion that all adjustments,
consisting of only normal and recurring items necessary for a fair
presentation, have been included. Operating results for the three and
nine-month periods ended September 30, 2001, are not necessarily indicative of
the results that may be expected for the year ending December 31, 2001.

The statement of financial condition at December 31, 2000, has been derived
from the audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.

NOTE 2  RECENT ACCOUNTING PRONOUNCEMENT

Financial Accounting Standards Statement (FAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, requires all derivatives to be
recorded on the statement of financial condition at fair value and establishes
standard accounting methodologies for hedging activities. The statement is
effective for the Corporations fiscal year ending December 31, 2001. The
adoption of this statement did not have a material impact on the accompanying
financial statements.

The transition provisions of FAS No. 133 provide that at the date of initial
application (January 1, 2001), debt securities categorized as held-to-maturity
may be transferred into the available-for-sale category without calling into
question the Corporations intent to hold other debt securities until maturity.
As such, on January 1, 2001, the Corporation transferred debt securities with a
carrying value of $4,389,000 and a market value of $4,317,000 to the
available-for-sale category.

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations,and No. 142,
Goodwill and Other Intangible Assets.Statement 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. Statement 141 also specifies criteria that intangible assets acquired
in a purchase business combination must meet to be recognized and reported
apart from goodwill. Statement 142 will require that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but instead tested
for impairment at least annually in accordance with the provisions of Statement
142. Statement 142 will also require that intangible assets with definite
useful lives be amortized over their respective estimated useful lives to the
estimated residual values, and reviewed for
impairment in accordance with the
FASBs Statement No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of.

The Corporation will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Applications of the
nonamortization provisions of the Statement is expected to result in an
increase in net income of approximately $393,000 ($.03 per share). During
the first quarter of 2002, the Corporation will perform the first of the
required impairment tests of goodwill and intangible assets with indefinite
lives and has not yet determined what the effect of these tests will be on the
earnings and financial position of the Corporation.

5



---



##### 



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED

NOTE 3  SEGMENT REPORTING

The Corporation has two reportable segments, the Alabama Region and the Florida
Region. The Alabama Region consists of operations located throughout the state
of Alabama. The Florida Region consists of operations located in the panhandle
region of Florida. The Corporations reportable segments are managed as
separate business units because they are located in different geographic areas.
Both segments derive revenues from the delivery of financial services. These
services include commercial loans, mortgage loans, consumer loans, deposit
accounts and other financial services.

The Corporation evaluates performance and allocates resources based on profit
or loss from operations. There are no material intersegment sales or transfers.
Net interest revenue is used as the basis for performance evaluation rather
than its components, total interest revenue and total interest expense. The
accounting policies used by each reportable segment are the same as those
discussed in Note 1 to the Consolidated Financial Statements included in the
Form 10-K for the year ended December 31, 2000. All costs have been allocated
to the reportable segments. Therefore, combined amounts agree to the
consolidated totals.

|                                      |                                             |            |   |                |       |        |   |          |       |  |   |           |       | 
|------------------------------------- | ------------------------------------------- | ---------- | - | -------------- | ----- | ------ | - | -------- | ----- |  | - | --------- | ----- | 
|                                      |                                             |            |   |                |       |        |   | Florida  |       |  |   |          
|                                      |                                             |            |   | Alabama Region |       | Region |   | Combined
|                                      |                                             |            |   |                |       |        |   |         
|Three months ended September 30, 2001 |                                             |            |   |                |       |        |   |          |       |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Net interest income                         |            | $ | 6,983          |       |        | $ | 3,958    |       |  | $ | 10,941    |      
|                                     
|                                     
|                                     
|                                     
|                                      | Provision for loan losses                   |            |   | 673            |       |        |   | 252      |       |  |   | 925       |      
|                                     
|                                     
|                                     
|                                     
|                                      | Noninterest income                          |            |   | 2,571          |       |        |   | 266      |       |  |   | 2,837     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Noninterest expense                         |            |   | 7,063          |       |        |   | 2,837    |       |  |   | 9,900     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Distributions on trust preferred securities |            |   | 657            |       |        |   |         |       |  |   | 657       |      
|                                     
|                                     
|                                     
|                                     
|                                      | Income tax expense                          |            |   | 380            |       |        |   | 341      |       |  |   | 721       |      
|                                     
|                                     
|                                     
|                                     
|                                      |                                             | Net income |   |                | 781   |        |   |          | 794   |  |   |           | 1,575 | 
|                                     
|                                     
|                                     
|                                     
|                                      | Total assets                                |            |   | 868,737        |       |        |   | 332,070  |       |  |   | 1,200,807 |      
|                                     
|                                     
|                                     
|                                     
|Three months ended September 30, 2000 |                                             |            |   |                |       |        |   |          |       |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Net interest income                         |            | $ | 5,574          |       |        | $ | 3,210    |       |  | $ | 8,784     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Provision for loan losses                   |            |   | 1,181          |       |        |   | 688      |       |  |   | 1,869     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Noninterest income                          |            |   | 1,862          |       |        |   | 374      |       |  |   | 2,236     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Noninterest expense                         |            |   | 5,936          |       |        |   | 1,781    |       |  |   | 7,717     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Distributions on trust preferred securities |            |   | 104            |       |        |   |         |       |  |   | 104       |      
|                                     
|                                     
|                                     
|                                     
|                                      | Income tax (benefit) expense                |            |   | (370           | )     |        |   | 333      |       |  |   | (37       | )    
|                                     
|                                     
|                                     
|                                     
|                                      |                                             | Net income |   |                | 585   |        |   |          | 782   |  |   |           | 1,367 | 
|                                     
|                                     
|                                     
|                                     
|                                      | Total assets                                |            |   | 703,051        |       |        |   | 252,490  |       |  |   | 955,541   |      
|                                     
|                                     
|                                     
|                                     
|Nine months ended September 30, 2001  |                                             |            |   |                |       |        |   |          |       |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Net interest income                         |            | $ | 20,019         |       |        | $ | 10,890   |       |  | $ | 30,909    |      
|                                     
|                                     
|                                     
|                                     
|                                      | Provision for loan losses                   |            |   | 1,773          |       |        |   | 782      |       |  |   | 2,555     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Noninterest income                          |            |   | 6,312          |       |        |   | 978      |       |  |   | 7,290     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Noninterest expense                         |            |   | 20,730         |       |        |   | 7,032    |       |  |   | 27,762    |      
|                                     
|                                     
|                                     
|                                     
|                                      | Distributions on trust preferred securities |            |   | 1,452          |       |        |   |         |       |  |   | 1,452     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Income tax expense                          |            |   | 580            |       |        |   | 1,301    |       |  |   | 1,881     |      
|                                     
|                                     
|                                     
|                                     
|                                      |                                             | Net income |   |                | 1,796 |        |   |          | 2,753 |  |   |           | 4,549 | 
|                                     
|                                     
|                                     
|                                     
|Nine months ended September 30, 2000  |                                             |            |   |                |       |        |   |          |       |  |   |          
|                                     
|                                     
|                                     
|                                     
|                                      | Net interest income                         |            | $ | 16,837         |       |        | $ | 9,009    |       |  | $ | 25,846    |      
|                                     
|                                     
|                                     
|                                     
|                                      | Provision for loan losses                   |            |   | 2,235          |       |        |   | 1,231    |       |  |   | 3,466     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Noninterest income                          |            |   | 4,588          |       |        |   | 1,172    |       |  |   | 5,760     |      
|                                     
|                                     
|                                     
|                                     
|                                      | Noninterest expense                         |            |   | 18,470         |       |        |   | 5,373    |       |  |   | 23,843    |      
|                                     
|                                     
|                                     
|                                     
|                                      | Distributions on trust preferred securities |            |   | 104            |       |        |   |         |       |  |   | 104       |      
|                                     
|                                     
|                                     
|                                     
|                                      | Income tax (benefit) expense                |            |   | (508           | )     |        |   | 1,238    |       |  |   | 730       |      
|                                     
|                                     
|                                     
|                                     
|                                      |                                             | Net income |   |                | 1,124 |        |   |          | 2,339 |  |   |           | 3,463 | 

6



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##### 



NOTE 4  NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income
per common share (in thousands, except per share amounts):

|                                          |                                                       |   |                    |        |                   |   |        |        |      |   |        |        |  |   |        |        | 
|----------------------------------------- | ----------------------------------------------------- | - | ------------------ | ------ | ----------------- | - | ------ | ------ | ---- | - | ------ | ------ |  | - | ------ | ------ | 
|                                          |                                                       |   | Three Months Ended |        | Nine Months Ended
|                                          |                                                       |   | September 30       |        | September 30     
|                                          |                                                       |   |                    |        |                  
|                                          |                                                       |   | 2001               |        | 2000              |   | 2001   |        | 2000
|                                          |                                                       |   |                    |        |                   |   |        |        |     
|Numerator:                                |                                                       |   |                    |        |                   |   |        |        |      |   |        |        |  |   |        |       
|                                         
|                                         
|                                         
|                                         
|                                          | For basic and diluted, net income                     |   | $                  | 1,575  |                   |   | $      | 1,367  |      |   | $      | 4,549  |  |   | $      | 3,463  | 
|                                          |                                                       |   |                    |        |                   |   |        |        |      |   |        |        |  |   |        |       
|Denominator:                              |                                                       |   |                    |        |                   |   |        |        |      |   |        |        |  |   |        |       
|                                         
|                                         
|                                         
|                                         
|                                          | For basic, weighted average common shares
outstanding |   |                    | 14,248 |                   |   |        | 14,385 |      |   |        | 14,288 |  |   |        | 14,385 | 
|                                         
|                                         
|                                         
|                                         
|                                          | Effect of dilutive stock options                      |   |                    | 63     |                   |   |        | 6      |      |   |        | 23     |  |   |        | 3      | 
|                                          |                                                       |   |                    |        |                   |   |        |        |      |   |        |        |  |   |        |       
|Average diluted common shares outstanding |                                                       |   | 14,311             |        |                   |   | 14,391 |        |      |   | 14,311 |        |  |   | 14,388 |       
|                                          |                                                       |   |                    |        |                   |   |        |        |      |   |        |        |  |   |        |       
|Basic and diluted net income per share    |                                                       | $ | .11                |        |                   | $ | .10    |        |      | $ | .32    |        |  | $ | .24    |       
|                                          |                                                       |   |                    |        |                   |   |        |        |      |   |        |        |  |   |        |       

NOTE 5  COMPREHENSIVE INCOME

Total comprehensive income was $1,979,000 and $5,366,000, respectively, for
the three and nine-month periods ended September 30, 2001, compared to
$1,946,000 and $4,135,000, respectively, for the three and nine-month periods
ended September 30, 2000. Total comprehensive income consists of net income and
the unrealized gain or loss on the Corporations available for sale securities
portfolio arising during the period.

NOTE 6  INCOME TAXES

The primary difference between the effective tax rate and the federal statutory
rate in 2001 and 2000 is due to the recognition of rehabilitation tax credits
generated from the restoration of the Corporations headquarters, the John A.
Hand Building.

7



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##### 



NOTE 7  GUARANTEED PREFERRED BENEFICIAL INTERESTS IN THE CORPORATIONS SUBORDINATED DEBENTURES

On September 7, 2000, TBC Capital Statutory Trust II (TBC Capital II), a
Connecticut statutory trust established by the Corporation, received
$15,000,000 in proceeds in exchange for $15,000,000 principal amount of TBC
Capital IIs 10.6% cumulative trust preferred securities in a pooled trust
preferred private placement. The proceeds were used to purchase an equal
principal amount of 10.6% subordinated debentures of the Corporation.

On July 16, 2001, TBC Capital Statutory Trust III (TBC Capital III), a
Delaware business trust established by the Corporation, received $16,000,000 in
proceeds in exchange for $16,000,000 principal amount of TBC Capital IIIs
variable rate cumulative trust preferred securities in a pooled trust preferred
private placement. The proceeds were used to purchase an equal principal amount
of variable rate subordinated debentures of the Corporation. The stated
interest rate is the six-month LIBOR plus 375 basis points. The interest rate
on the securities reprices every six months and has a 12% annum ceiling. As of
the date of issuance the interest rate on the securities was 7.57%.

The Corporation has fully and unconditionally guaranteed all obligations of TBC
Capital II and III on a subordinated basis with respect to the preferred
securities. The Corporation accounts for TBC Capital II and III as minority
interests. Subject to certain limitations, the preferred securities qualify as
Tier 1 capital and are presented in the Condensed Consolidated Statement of
Financial Condition as Guaranteed preferred beneficial interests in the
Corporations subordinated debentures. The sole asset of TBC Capital II and
III are the subordinated debentures issued by the Corporation. Both the
preferred securities of TBC Capital II and III and the subordinated debentures
of the Corporation each have 30-year lives. However, both the Corporation and
TBC Capital II and III have call options, without a premium, after ten years, subject to regulatory
approval, or earlier depending upon certain changes in tax or investment
company laws, or regulatory capital requirements.

8



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##### 



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

Basis of Presentation

The following is a discussion and analysis of September 30, 2001 consolidated
financial condition of The Banc Corporation (the Corporation) and results of
operations for the three and nine-month periods ended September 30, 2001 and
2000. All significant intercompany accounts and transactions have been
eliminated. The accounting and reporting policies of the Corporation conform
with generally accepted accounting principles.

This information should be read in conjunction with the Corporations unaudited
consolidated financial statements and related notes appearing elsewhere in this
report and Managements Discussion and Analysis of Financial Condition and
Results of Operations, appearing in the Corporations Annual Report on Form
10-K for the year ended December 31, 2000.

Financial Overview

Total assets of the Corporation were $1.20 billion at September 30, 2001, an
increase of $171.6 million, or 16.7%, from $1.03 billion as of December 31,
2000. Total deposits were $945.0 million at September 30, 2001, an increase of
$117.6 million, or 14.2%, from $827.3 million as of December 31, 2000. Total
stockholders equity was $79.7 million at September 30, 2001, an increase of
$4.8 million, or 6.4%, from $74.9 million as of December 31, 2000.

Net income for the three-month period ended September 30, 2001 (third quarter
of 2001) was $1.6 million compared to $1.4 million for the three-month period
ended September 30, 2000 (third quarter of 2000), an increase of $208,000 or
15.2%. Basic and diluted net income per share was $.11 and $.10 for the third
quarters of 2001 and 2000, respectively. Net income for the nine-month period
ended September 30, 2001 (first nine months of 2001) was $4.6 million compared
to $3.5 million for the nine-month period ended September 30, 2000 (first nine
months of 2000), an increase of $1.1 million or 31.4%. Basic and diluted net
income per share was $.32 and $.24 for the first nine months of 2001 and 2000,
respectively. Return on average assets, on an annualized basis, was .54% for
the first nine months of 2001 compared to .52% for the first nine months of
2000. Return on average stockholders equity, on an annualized basis, was 7.87%
for the first nine months of 2001 compared to 6.52% for first nine months of
2000. Book value per share at September 30, 2001 was $5.60 compared to $5.22 as
of December 31, 2000.

Results of Operations

The growth in net income during the first nine months of 2001 compared to the
first nine months of 2000 is primarily the result of an increase in net
interest income. Net interest income is the difference between the income
earned on interest-earning assets and interest paid on interest-bearing
liabilities used to support such assets. Net interest income increased $2.2
million, or 24.6%, to $11.0 million for the third quarter of 2001 from $8.8
million for the third quarter of 2000. Net interest income increased $5.1
million, or 19.6%, to $30.9 million for the first nine months of 2001 from
$25.8 million for the first nine months of 2000. The increase in net interest
income was offset by an increase in noninterest expense of $2.2 million, or
28.3%, to $9.9 million for the third quarter of 2001 compared to $7.7 million
for the third quarter of 2000. During the first nine months of 2001,
noninterest expenses
increased $3.9 million, or 16.4%, to $27.7 million compared to $23.8 million
for the first nine months of 2000.

9



---



##### 



Average interest-earning assets for the third quarter of 2001 increased $219.1
million, or 25.9% to $1.06 billion from $845.7 million in the third quarter of
2000. This growth in average interest-earning assets was funded by a $197.6
million increase in average interest-bearing liabilities to $962.0 million for
the third quarter of 2001 from $764.4 million for the third quarter of 2000.
Average interest-bearing assets produced a tax equivalent yield of 8.52% for
the third quarter of 2001 compared to 9.22% for the third quarter of 2000. The
average rate paid on interest-bearing liabilities was 4.90% for the third
quarter of 2001 compared to 5.58% for the third quarter of 2000. The
Corporations net interest spread and net interest margin were 3.62% and 4.09%,
respectively, for the third quarter of 2001, compared to 3.64% and 4.18% for
the third quarter of 2000. The Corporations net interest spread and margin
declined only slightly during the third quarter of 2001 compared to the third
quarter of 2000. The decline in rates on interest-earning assets was offset by
a decline in interest rates paid on interest-bearing liabilities.

Average interest-earning assets for the first nine months of 2001 increased
$235.4 million, or 29.7% to $1.03 billion from $791.9 million in the first nine
months of 2000. This growth in average interest-earning assets during the first
nine months of 2001 was funded by a $211.2 million increase in average
interest-bearing liabilities to $927.1 million from $715.9 million during the
first nine months of 2000. Average interest-bearing assets produced a tax
equivalent yield of 8.93% for the first nine months of 2001 compared to 9.17%
for the first nine months of 2000. The average rate paid on interest-bearing
liabilities was 5.41% for the first nine months of 2001 compared to 5.27% for
the first nine months of 2000. The Corporations net interest spread and net
interest margin were 3.52% and 3.90%, respectively, for the first nine months
of 2001, compared to 4.05% and 4.41% for the first nine months of 2000. This
decline in net interest spread and margin is the result of a decline in the
rates earned on interest-earning assets combined with a rise in the volume of
higher cost sources of funds such as certificates of deposit, brokered deposits
and Federal Home Loan Bank borrowings. These funds were needed to meet strong
loan demand, which accounted for the increase in the average interest-earning
assets during the first nine months of 2001.

The following table depicts, on a tax-equivalent basis for the periods
indicated, certain information related to the Corporations average balance
sheet and its average yields on assets and average costs of liabilities. Such
yields are derived by dividing income or expense by the average balance of the
corresponding assets or liabilities. Average balances have been derived from
daily averages.

CONSOLIDATED AVERAGE BALANCE INTEREST/INCOME/EXPENSE
AND YIELD/RATES TAXABLE EQUIVALENT BASIS

|                            |                                   |                    |   |                               |        |                                  |           |         |     |        |        |         |      |         |      |         |        |   |         |        |     |  |        |      |      |  |      | 
|--------------------------- | --------------------------------- | ------------------ | - | ----------------------------- | ------ | -------------------------------- | --------- | ------- | --- | ------ | ------ | ------- | ---- | ------- | ---- | ------- | ------ | - | ------- | ------ | --- |  | ------ | ---- | ---- |  | ---- | 
|                            |                                   |                    |   |                               |        | Three Months Ended September 30,
|                            |                                   |                    |   |                               |        |                                 
|                            |                                   |                    |   |                               |        | 2001                             |           | 2000   
|                            |                                   |                    |   |                               |        |                                  |           |        
|                            |                                   |                    |   |                               |        | Average                          |           | Income/ |     | Yield/ |        | Average |      | Income/ |      | Yield/ 
|                            |                                   |                    |   |                               |        | Balance                          |           | Expense |     | Rate   |        | Balance |      | Expense |      | Rate   
|                            |                                   |                    |   |                               |        |                                  |           |         |     |        |        |         |      |         |      |        
|                            |                                   |                    |   |                               |        | (Dollars in thousands)          
|ASSETS                      |                                  
|                           
|                           
|                           
|                           
|Interest-earning assets:    |                                   |                    |   |                               |        |                                  |           |         |     |        |        |         |      |         |      |         |        |   |         |        |     |  |        |     
|                           
|                           
|                           
|                           
|                            | Loans, net of unearned income(1)  |                    | $ | 942,692                       |        |                                  | $         | 21,253  |     |        |        | 8.94    | %    |         | $    | 727,049 |        |   | $       | 17,672 |     |  |        | 9.67 | %   
|                           
|                           
|                           
|                           
|                            | Investment
securities
  Taxable   |                    |   | 73,422                        |        |                                  |           | 1,086   |     |        |        | 5.87    |      |         |      | 78,382  |        |   |         | 1,259  |     |  |        | 6.39 |     
|                           
|                           
|                           
|                           
|                            |                                   | Tax-exempt(2)      |   |                               | 7,136  |                                  |           |         | 133 |        |        |         | 7.39 |         |      |         | 14,967 |   |         |        | 279 |  |        |      | 7.42 | 
|                            |                                   |                    |   |                               |        |                                  |           |         |     |        |        |         |      |         |      |         |        |   |         |        |     |  |        |     
|                            |                                   |                    |   | Total investment securities   |        |                                  | 80,558    |         |     |        | 1,219  |         |      |         | 6.00 |         |        |   | 93,349  |        |     |  | 1,538  |      |      |  | 6.55 | 
|                           
|                           
|                           
|                           
|                            |                                   | Federal funds sold |   |                               | 32,453 |                                  |           |         | 275 |        |        |         | 3.36 |         |      |         | 15,629 |   |         |        | 255 |  |        |      | 6.49 | 
|                            |                                   | Other investments  |   |                               | 9,092  |                                  |           |         | 121 |        |        |         | 5.28 |         |      |         | 9,674  |   |         |        | 145 |  |        |      | 5.96 | 
|                            |                                   |                    |   |                               |        |                                  |           |         |     |        |        |         |      |         |      |         |        |   |         |        |     |  |        |     
|                            |                                   |                    |   | Total interest-earning assets |        |                                  | 1,064,795 |         |     |        | 22,868 |         |      |         | 8.52 |         |        |   | 845,701 |        |     |  | 19,610 |      |      |  | 9.22 | 
|                           
|                           
|                           
|                           
|Noninterest-earning assets: |                                   |                    |   |                               |        |                                  |           |         |     |        |        |         |      |         |      |         |        |   |         |        |     |  |        |     
|                           
|                           
|                           
|                           
|                            | Cash and due from banks           |                    |   | 31,612                        |        |                                  |           |         |     |        |        |         |      |         |      | 35,526  |        |   |         |        |     |  |        |      |     
|                           
|                           
|                           
|                           
|                            | Premises and equipment            |                    |   | 45,787                        |        |                                  |           |         |     |        |        |         |      |         |      | 42,486  |        |   |         |        |     |  |        |      |     
|                           
|                           
|                           
|                           
|                            | Accrued interest and other assets |                    |   | 35,547                        |        |                                  |           |         |     |        |        |         |      |         |      | 26,173  |        |   |         |        |     |  |        |      |     
|                           
|                           
|                           
|                           
|                            | Allowance for loan losses         |                    |   | (9,767                        | )      |                                  |           |         |     |        |        |         |      |         |      | (8,761  | )      |   |         |        |     |  |        |      |     
|                            |                                   |                    |   |                               |        |                                  |           |         |     |        |        |         |      |         |      |         |        |   |         |        |     |  |        |     
|                            |                                   |                    |   | Total assets                  |        | $                                | 1,167,974 |         |     |        |        |         |      |         |      |         |        | $ | 941,125 |        |     |  |        |      |      |  |      | 
|                            |                                   |                    |   |                               |        |                                  |           |         |     |        |        |         |      |         |      |         |        |   |         |        |     |  |        |     

10



---



##### 



|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |      |  |  |      | 
|--------------------------------------- | --------------------------------------------------------------------------------- |  | - | ------------------------------------------ |  | -------------------------------- | --------- | ------- |  | ------ | ------ | ------- |  | ------- | ---- | ------- |  | - | ------- | ----- |  | - | ------ | ---- |  |  | ---- | 
|                                        |                                                                                   |  |   |                                            |  | Three Months Ended September 30,
|                                        |                                                                                   |  |   |                                            |  |                                 
|                                        |                                                                                   |  |   |                                            |  | 2001                             |           | 2000   
|                                        |                                                                                   |  |   |                                            |  |                                  |           |        
|                                        |                                                                                   |  |   |                                            |  | Average                          |           | Income/ |  | Yield/ |        | Average |  | Income/ |      | Yield/ 
|                                        |                                                                                   |  |   |                                            |  | Balance                          |           | Expense |  | Rate   |        | Balance |  | Expense |      | Rate   
|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |        
|                                        |                                                                                   |  |   |                                            |  | (Dollars in thousands)          
|LIABILITIES AND STOCKHOLDERS EQUITY    |                                                                                  
|                                       
|                                       
|                                       
|                                       
|Interest-bearing liabilities:           |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|                                       
|                                       
|                                       
|                                       
|                                        | Demand deposits                                                                   |  | $ | 264,818                                    |  |                                  |           | 2,000   |  |        |        | 3.00    |  |         | $    | 168,342 |  |   |         | 1,777 |  |   |        | 4.20 | 
|                                       
|                                       
|                                       
|                                       
|                                        | Savings deposits                                                                  |  |   | 29,907                                     |  |                                  |           | 123     |  |        |        | 1.63    |  |         |      | 34,841  |  |   |         | 267   |  |   |        | 3.05 | 
|                                       
|                                       
|                                       
|                                       
|                                        | Time deposits                                                                     |  |   | 528,107                                    |  |                                  |           | 7,802   |  |        |        | 5.86    |  |         |      | 475,724 |  |   |         | 7,468 |  |   |        | 6.25 | 
|                                       
|                                       
|                                       
|                                       
|                                        | Other borrowings                                                                  |  |   | 139,229                                    |  |                                  |           | 1,957   |  |        |        | 5.58    |  |         |      | 85,513  |  |   |         | 1,219 |  |   |        | 5.67 | 
|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|                                        |                                                                                   |  |   | Total interest-bearing liabilities         |  |                                  | 962,061   |         |  |        | 11,882 |         |  |         | 4.90 |         |  |   | 764,420 |       |  |   | 10,731 |      |  |  | 5.58 | 
|                                       
|                                       
|                                       
|                                       
|Noninterest-bearing liabilities:        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|                                       
|                                       
|                                       
|                                       
|                                        | Demand deposits                                                                   |  |   | 92,378                                     |  |                                  |           |         |  |        |        |         |  |         |      | 94,719  |  |   |         |       |  |   |        |      | 
|                                       
|                                       
|                                       
|                                       
|                                        | Accrued interest and other liabilities                                            |  |   | 7,843                                      |  |                                  |           |         |  |        |        |         |  |         |      | 6,108   |  |   |         |       |  |   |        |      | 
|                                       
|                                       
|                                       
|                                       
|                                        | Guaranteed preferred beneficial
interest in Corporations
subordinated debentures |  |   | 27,000                                     |  |                                  |           |         |  |        |        |         |  |         |      | 3,750   |  |   |         |       |  |   |        |      | 
|                                       
|                                       
|                                       
|                                       
|                                        | Stockholders equity                                                              |  |   | 78,692                                     |  |                                  |           |         |  |        |        |         |  |         |      | 72,128  |  |   |         |       |  |   |        |      | 
|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|                                        |                                                                                   |  |   | Total liabilities and
stockholders equity |  | $                                | 1,167,974 |         |  |        |        |         |  |         |      |         |  | $ | 941,125 |       |  |   |        |      |  |  |      | 
|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|Net interest income/net interest
spread |                                                                                   |  |   |                                            |  |                                  | 10,986    |         |  |        | 3.62   | %       |  |         |      |         |  |   | 8,879   |       |  |   | 3.64   | %   
|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|Net yield on earning assets             |                                                                                   |  |   |                                            |  |                                  |           |         |  |        | 4.09   | %       |  |         |      |         |  |   |         |       |  |   | 4.18   | %   
|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|Taxable equivalent adjustment:          |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|                                       
|                                       
|                                       
|                                       
|                                        | Investment securities(2)                                                          |  |   |                                            |  |                                  |           | 45      |  |        |        |         |  |         |      |         |  |   |         | 95    |  |   |        |      | 
|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     
|                                        |                                                                                   |  |   | Net interest income                        |  |                                  |           |         |  | $      | 10,941 |         |  |         |      |         |  |   |         |       |  | $ | 8,784  |      |  |  |      | 
|                                        |                                                                                   |  |   |                                            |  |                                  |           |         |  |        |        |         |  |         |      |         |  |   |         |       |  |   |        |     



|(1) |  | Nonaccrual loans are included in loans net of unearned income. No
adjustment has been made for these loans in the calculation of yields.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Interest income and yields are presented on a fully taxable equivalent
basis using a tax rate of 34 percent.                            

The following table sets forth, on a taxable equivalent basis, the effect
that the varying levels of earning assets and interest-bearing liabilities and
the applicable rates have had on changes in net interest income for the three
months ended September 30, 2001 and 2000.

|                                           |                                      |                               |                        |      |                                     |       |                |      |        |        |   |     |       |       |  
|------------------------------------------ | ------------------------------------ | ----------------------------- | ---------------------- | ---- | ----------------------------------- | ----- | -------------- | ---- | ------ | ------ | - | --- | ----- | ----- | -
|                                           |                                      |                               |                        |      | Three Months Ended September 30 (1)
|                                           |                                      |                               |                        |      |                                    
|                                           |                                      |                               |                        |      | 2001 vs 2000                       
|                                           |                                      |                               |                        |      |                                    
|                                           |                                      |                               |                        |      |                                     |       | Changes Due to
|                                           |                                      |                               |                        |      | Increase                            |       |               
|                                           |                                      |                               |                        |      | (Decrease)                          |       | Rate           |      | Volume
|                                           |                                      |                               |                        |      |                                     |       |                |      |       
|                                           |                                      |                               |                        |      | (Dollars in thousands)             
|Increase (decrease) in:                    |                                      |                               |                        |      |                                     |       |                |      |        |        |   |    
|                                          
|                                          
|                                          
|                                          
|                                           | Income from interest-earning assets: |                               |                        |      |                                     |       |                |      |        |        |   |     |      
|                                          
|                                          
|                                          
|                                          
|                                           |                                      | Interest and fees on loans    |                        | $    | 3,581                               |       |                | $    | (1,406 | )      |   | $   | 4,987 |      
|                                          
|                                          
|                                          
|                                          
|                                           |                                      | Interest on securities:       |                        |      |                                     |       |                |      |        |        |   |     |       |      
|                                          
|                                          
|                                          
|                                          
|                                           |                                      |                               | Taxable                |      |                                     | (173  | )              |      |        | (97    | ) |     |       | (76   | )
|                                          
|                                          
|                                          
|                                          
|                                           |                                      |                               | Tax-exempt             |      |                                     | (146  | )              |      |        | (1     | ) |     |       | (145  | )
|                                          
|                                          
|                                          
|                                          
|                                           |                                      | Interest on federal funds     |                        |      | 20                                  |       |                |      | (164   | )      |   |     | 184   |      
|                                          
|                                          
|                                          
|                                          
|                                           |                                      | Interest on other investments |                        |      | (24                                 | )     |                |      | (16    | )      |   |     | (8    | )    
|                                           |                                      |                               |                        |      |                                     |       |                |      |        |        |   |    
|                                           |                                      |                               | Total interest income  |      |                                     | 3,258 |                |      |        | (1,684 | ) |     |       | 4,942 |  
|                                           |                                      |                               |                        |      |                                     |       |                |      |        |        |   |    
|Expense from interest-bearing liabilities: |                                      |                               |                        |      |                                     |       |                |      |        |        |   |    
|                                          
|                                          
|                                          
|                                          
|                                           | Interest on demand deposits          |                               |                        | 223  |                                     |       |                | (605 | )      |        |   | 828 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest on savings deposits         |                               |                        | (144 | )                                   |       |                | (110 | )      |        |   | (34 | )    
|                                          
|                                          
|                                          
|                                          
|                                           | Interest on time deposits            |                               |                        | 334  |                                     |       |                | (476 | )      |        |   | 810 |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest on other borrowings         |                               |                        | 738  |                                     |       |                | (20  | )      |        |   | 758 |      
|                                           |                                      |                               |                        |      |                                     |       |                |      |        |        |   |    
|                                           |                                      |                               | Total interest expense |      |                                     | 1,151 |                |      |        | (1,211 | ) |     |       | 2,362 |  
|                                           |                                      |                               |                        |      |                                     |       |                |      |        |        |   |    
|                                           |                                      |                               | Net interest income    |      | $                                   | 2,107 |                |      | $      | (473   | ) |     | $     | 2,580 |  
|                                           |                                      |                               |                        |      |                                     |       |                |      |        |        |   |    



---

|(1) |  | The change in interest due to both rate and volume has been allocated to
volume and rate changes in proportion to the relationship of the absolute
dollar amounts of the changes in each.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11



---



##### 



CONSOLIDATED AVERAGE BALANCE INTEREST/INCOME/EXPENSE
AND YIELD/RATES TAXABLE EQUIVALENT BASIS

|                            |  |                                   |                    |                               |         |                                 |           |         |        |        |        |         |      |         |      |        |         |        |         |   |        |     |        |  |      |      |      | 
|--------------------------- |  | --------------------------------- | ------------------ | ----------------------------- | ------- | ------------------------------- | --------- | ------- | ------ | ------ | ------ | ------- | ---- | ------- | ---- | ------ | ------- | ------ | ------- | - | ------ | --- | ------ |  | ---- | ---- | ---- | 
|                            |  |                                   |                    |                               |         | Nine Months Ended September 30,
|                            |  |                                   |                    |                               |         |                                
|                            |  |                                   |                    |                               |         | 2001                            |           | 2000   
|                            |  |                                   |                    |                               |         |                                 |           |        
|                            |  |                                   |                    |                               |         | Average                         |           | Income/ |        | Yield/ |        | Average |      | Income/ |      | Yield/
|                            |  |                                   |                    |                               |         | Balance                         |           | Expense |        | Rate   |        | Balance |      | Expense |      | Rate  
|                            |  |                                   |                    |                               |         |                                 |           |         |        |        |        |         |      |         |      |       
|                            |  |                                   |                    |                               |         | (Dollars in thousands)         
|ASSETS                     
|                           
|                           
|                           
|                           
|Interest-earning assets:    |  |                                   |                    |                               |         |                                 |           |         |        |        |        |         |      |         |      |        |         |        |         |   |        |     |        | 
|                           
|                           
|                           
|                           
|                            |  | Loans, net of unearned income(1)  |                    | $                             | 887,191 |                                 |           | $       | 62,463 |        |        |         | 9.41 | %       |      | $      | 688,937 |        |         | $ | 49,319 |     |        |  | 9.56 | %   
|                           
|                           
|                           
|                           
|                            |  | Investment
securities
  Taxable   |                    |                               | 85,008  |                                 |           |         | 3,910  |        |        |         | 6.15 |         |      |        | 65,082  |        |         |   | 3,161  |     |        |  | 6.49 |     
|                           
|                           
|                           
|                           
|                            |  |                                   | Tax-exempt(2)      |                               |         | 10,394                          |           |         |        | 579    |        |         |      | 7.45    |      |        |         | 15,083 |         |   |        | 847 |        |  |      | 7.50 |     
|                            |  |                                   |                    |                               |         |                                 |           |         |        |        |        |         |      |         |      |        |         |        |         |   |        |     |        | 
|                            |  |                                   |                    | Total investment securities   |         |                                 | 95,402    |         |        |        | 4,489  |         |      |         | 6.29 |        |         |        | 80,165  |   |        |     | 4,008  |  |      |      | 6.68 | 
|                           
|                           
|                           
|                           
|                            |  |                                   | Federal funds sold |                               |         | 33,830                          |           |         |        | 1,178  |        |         |      | 4.66    |      |        |         | 13,273 |         |   |        | 627 |        |  |      | 6.31 |     
|                           
|                           
|                           
|                           
|                            |  |                                   | Other investments  |                               |         | 10,866                          |           |         |        | 498    |        |         |      | 6.13    |      |        |         | 9,501  |         |   |        | 415 |        |  |      | 5.83 |     
|                            |  |                                   |                    |                               |         |                                 |           |         |        |        |        |         |      |         |      |        |         |        |         |   |        |     |        | 
|                            |  |                                   |                    | Total interest-earning assets |         |                                 | 1,027,289 |         |        |        | 68,628 |         |      |         | 8.93 |        |         |        | 791,876 |   |        |     | 54,369 |  |      |      | 9.17 | 
|                           
|                           
|                           
|                           
|Noninterest-earning assets: |  |                                   |                    |                               |         |                                 |           |         |        |        |        |         |      |         |      |        |         |        |         |   |        |     |        | 
|                           
|                           
|                           
|                           
|                            |  | Cash and due from banks           |                    |                               | 34,891  |                                 |           |         |        |        |        |         |      |         |      |        | 37,755  |        |         |   |        |     |        |  |      |     
|                           
|                           
|                           
|                           
|                            |  | Premises and equipment            |                    |                               | 44,779  |                                 |           |         |        |        |        |         |      |         |      |        | 40,414  |        |         |   |        |     |        |  |      |     
|                           
|                           
|                           
|                           
|                            |  | Accrued interest and other assets |                    |                               | 37,359  |                                 |           |         |        |        |        |         |      |         |      |        | 35,369  |        |         |   |        |     |        |  |      |     
|                           
|                           
|                           
|                           
|                            |  | Allowance for loan losses         |                    |                               | (9,498  | )                               |           |         |        |        |        |         |      |         |      |        | (8,472  | )      |         |   |        |     |        |  |      |     
|                            |  |                                   |                    |                               |         |                                 |           |         |        |        |        |         |      |         |      |        |         |        |         |   |        |     |        | 
|                            |  |                                   |                    | Total assets                  |         | $                               | 1,134,820 |         |        |        |        |         |      |         |      |        |         | $      | 896,942 |   |        |     |        |  |      |      |      | 
|                            |  |                                   |                    |                               |         |                                 |           |         |        |        |        |         |      |         |      |        |         |        |         |   |        |     |        | 

12



---



##### 



|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |   |      |      | 
|--------------------------------------- | -------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------ | ----- | ------------------------------- | --------- | ------- |  | ------ | ------ | ------- | - | ------- | ---- | ------ | ----- | ------- | ------- | ------ |  | ------ | ------ | ---- | - | ---- | ---- | 
|                                        |                                        |                                                                                   |                                            |       | Nine Months Ended September 30,
|                                        |                                        |                                                                                   |                                            |       |                                
|                                        |                                        |                                                                                   |                                            |       | 2001                            |           | 2000   
|                                        |                                        |                                                                                   |                                            |       |                                 |           |        
|                                        |                                        |                                                                                   |                                            |       | Average                         |           | Income/ |  | Yield/ |        | Average |   | Income/ |      | Yield/
|                                        |                                        |                                                                                   |                                            |       | Balance                         |           | Expense |  | Rate   |        | Balance |   | Expense |      | Rate  
|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |       
|                                        |                                        |                                                                                   |                                            |       | (Dollars in thousands)         
|LIABILITIES AND STOCKHOLDERS EQUITY   
|                                       
|                                       
|                                       
|                                       
|Interest-bearing liabilities:           |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                        | Demand deposits                                                                   |                                            | $     | 223,843                         |           |         |  | 6,267  |        |         |   | 3.74    |      |        | $     | 175,527 |         |        |  | 4,802  |        |      |   | 3.65 |     
|                                       
|                                       
|                                       
|                                       
|                                        |                                        | Savings deposits                                                                  |                                            |       | 31,456                          |           |         |  | 509    |        |         |   | 2.16    |      |        |       | 34,773  |         |        |  | 776    |        |      |   | 2.98 |     
|                                       
|                                       
|                                       
|                                       
|                                        |                                        | Time deposits                                                                     |                                            |       | 537,173                         |           |         |  | 24,897 |        |         |   | 6.20    |      |        |       | 423,470 |         |        |  | 19,225 |        |      |   | 6.06 |     
|                                       
|                                       
|                                       
|                                       
|                                        |                                        | Other borrowings                                                                  |                                            |       | 134,589                         |           |         |  | 5,849  |        |         |   | 5.81    |      |        |       | 82,080  |         |        |  | 3,432  |        |      |   | 5.59 |     
|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|                                        |                                        |                                                                                   | Total interest-bearing liabilities         |       |                                 | 927,061   |         |  |        | 37,522 |         |   |         | 5.41 |        |       |         | 715,850 |        |  |        | 28,235 |      |   |      | 5.27 | 
|                                       
|                                       
|                                       
|                                       
|Noninterest-bearing liabilities:        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                        | Demand deposits                                                                   |                                            |       | 103,106                         |           |         |  |        |        |         |   |         |      |        |       | 102,477 |         |        |  |        |        |      |   |      |     
|                                       
|                                       
|                                       
|                                       
|                                        | Accrued interest and other liabilities |                                                                                   |                                            | 7,900 |                                 |           |         |  |        |        |         |   |         |      |        | 6,100 |         |         |        |  |        |        |      |   |     
|                                       
|                                       
|                                       
|                                       
|                                        |                                        | Guaranteed preferred beneficial
interest in Corporations
subordinated debentures |                                            |       | 19,467                          |           |         |  |        |        |         |   |         |      |        |       | 1,600   |         |        |  |        |        |      |   |      |     
|                                       
|                                       
|                                       
|                                       
|                                        |                                        | Stockholders equity                                                              |                                            |       | 77,286                          |           |         |  |        |        |         |   |         |      |        |       | 70,915  |         |        |  |        |        |      |   |      |     
|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|                                        |                                        |                                                                                   | Total liabilities and
stockholders equity |       | $                               | 1,134,820 |         |  |        |        |         |   |         |      |        |       | $       | 896,942 |        |  |        |        |      |   |      |      | 
|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|Net interest income/net interest spread |                                        |                                                                                   |                                            |       |                                 |           | 31,106  |  |        |        | 3.52    | % |         |      |        |       |         |         | 26,134 |  |        |        | 3.90 | %
|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|Net yield on earning assets             |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        | 4.05    | % |         |      |        |       |         |         |        |  |        |        | 4.41 | %
|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|Taxable equivalent adjustment:          |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |                                        | Investment securities(2)                                                          |                                            |       |                                 |           |         |  | 197    |        |         |   |         |      |        |       |         |         |        |  | 288    |        |      |   |      |     
|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  
|                                        |                                        |                                                                                   | Net interest income                        |       |                                 |           |         |  | $      | 30,909 |         |   |         |      |        |       |         |         |        |  | $      | 25,846 |      |   |      |      | 
|                                        |                                        |                                                                                   |                                            |       |                                 |           |         |  |        |        |         |   |         |      |        |       |         |         |        |  |        |        |      |  



|(1) |  | Nonaccrual loans are included in loans net of unearned income. No
adjustment has been made for these loans in the calculation of yields.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Interest income and yields are presented on a fully taxable equivalent
basis using a tax rate of 34 percent.                            

The following table sets forth, on a taxable equivalent basis, the effect
which the varying levels of earning assets and interest-bearing liabilities and
the applicable rates have had on changes in net interest income for the nine
months ended September 30, 2001 and 2000.

|                                           |                                      |                               |                        |       |                                    |        |      |      |                |        |   |       |        |        |  
|------------------------------------------ | ------------------------------------ | ----------------------------- | ---------------------- | ----- | ---------------------------------- | ------ | ---- | ---- | -------------- | ------ | - | ----- | ------ | ------ | -
|                                           |                                      |                               |                        |       | Nine Months Ended September 30 (1)
|                                           |                                      |                               |                        |       |                                   
|                                           |                                      |                               |                        |       | 2001 vs 2000                      
|                                           |                                      |                               |                        |       |                                   
|                                           |                                      |                               |                        |       |                                    |        |      |      | Changes Due to
|                                           |                                      |                               |                        |       | Increase                           |        |     
|                                           |                                      |                               |                        |       | (Decrease)                         |        | Rate |      | Volume        
|                                           |                                      |                               |                        |       |                                    |        |      |      |               
|                                           |                                      |                               |                        |       | (Dollars in thousands)            
|Increase (decrease) in:                    |                                      |                               |                        |       |                                    |        |      |      |                |        |   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Income from interest-earning assets: |                               |                        |       |                                    |        |      |      |                |        |   |       |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                      | Interest and fees on loans    |                        | $     | 13,144                             |        |      | $    | (786           | )      |   | $     | 13,930 |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                      | Interest on securities:       |                        |       |                                    |        |      |      |                |        |   |       |        |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                      |                               | Taxable                |       |                                    | 749    |      |      |                | (173   | ) |       |        | 922    |  
|                                          
|                                          
|                                          
|                                          
|                                           |                                      |                               | Tax-exempt             |       |                                    | (268   | )    |      |                | (6     | ) |       |        | (262   | )
|                                          
|                                          
|                                          
|                                          
|                                           |                                      | Interest on federal funds     |                        |       | 551                                |        |      |      | (201           | )      |   |       | 752    |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                      | Interest on other investments |                        |       | 83                                 |        |      |      | 22             |        |   |       | 61     |       
|                                           |                                      |                               |                        |       |                                    |        |      |      |                |        |   |      
|                                           |                                      |                               | Total interest income  |       |                                    | 14,259 |      |      |                | (1,144 | ) |       |        | 15,403 |  
|                                           |                                      |                               |                        |       |                                    |        |      |      |                |        |   |      
|Expense from interest-bearing liabilities: |                                      |                               |                        |       |                                    |        |      |      |                |        |   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Interest on demand deposits          |                               |                        | 1,465 |                                    |        |      | 120  |                |        |   | 1,345 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Interest on savings deposits         |                               |                        | (267  | )                                  |        |      | (198 | )              |        |   | (69   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Interest on time deposits            |                               |                        | 5,672 |                                    |        |      | 449  |                |        |   | 5,223 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Interest on other borrowings         |                               |                        | 2,417 |                                    |        |      | 140  |                |        |   | 2,277 |       
|                                           |                                      |                               |                        |       |                                    |        |      |      |                |        |   |      
|                                           |                                      |                               | Total interest expense |       |                                    | 9,287  |      |      |                | 511    |   |       |        | 8,776  |  
|                                           |                                      |                               |                        |       |                                    |        |      |      |                |        |   |      
|                                           |                                      |                               | Net interest income    |       | $                                  | 4,972  |      |      | $              | (1,655 | ) |       | $      | 6,627  |  
|                                           |                                      |                               |                        |       |                                    |        |      |      |                |        |   |      



---

|(1) |  | The change in interest due to both rate and volume has been allocated to
volume and rate changes in proportion to the relationship of the absolute
dollar amounts of the changes in each.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Noninterest income increased $601,000, or 26.9% to $2.8 million for the third
quarter of 2001 from $2.2 million for the third quarter of 2000. Noninterest
income increased $1.5 million, or 26.6% to $7.3 million for the first nine
months of 2001 from $5.8 million for the first nine months of 2000. These
increases are primarily attributable to growth in service charge income related
to the increase in the volume of deposits, gains from the sale of real estate
and the sale of investment securities. During the

13



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##### 



third quarter of 2001, realized gains from the sale of investment securities
totaled $993,000 compared to realized gains of $76,000 during the third quarter
of 2000. Realized gains from the sale of investment securities totaled $1.2
million for the first nine months of 2001 compared to $73,000 for the first
nine months of 2000. Gains from the sale of real estate totaled $388,000 for
the first nine months of 2001 compared to $165,000 for the first nine months of
2000, which was realized in the third quarter of 2000.

Noninterest expense increased $2.2 million, or 28.3% to $9.9 million for third
quarter of 2001 from $7.7 million for the third quarter of 2000. Noninterest
expense increased $3.9 million, or 16.4% to $27.7 million for the first nine
months of 2001 from $23.8 million for the first nine months of 2000. Salaries
and benefits, the largest component of noninterest expenses, increased
$756,000, or 19.2% to $4.7 million for the third quarter of 2001 from $3.9
million for the third quarter of 2000. Salaries and benefits increased $2.5
million, or 21.1% to $14.3 million for the first nine months of 2001 from $11.8
million for the first nine months of 2000. The increase in salaries and
benefits primarily resulted from the addition of personnel in the lending,
administrative and operations area.

All other noninterest expenses increased $1.4 million, or 62.4% to $5.2
million, for the third quarter of 2001 from $3.8 million for the third quarter
of 2000. All other noninterest expenses increased $1.4 million, or 11.9% to
$13.5 million, for the first nine month of 2001 from $12.1 million for the
first nine month of 2000. The increase in other noninterest expenses resulted
primarily from computer conversion costs and losses on foreclosed assets.

Income tax expense (benefit) was $721,000 for the third quarter of 2001,
compared to $(37,000) for the third quarter of 2000. Income tax expense was
$1.9 million for the first nine months of 2001, compared to $730,000 for the
first nine months of 2000. The primary difference in the effective tax rate and
the federal statutory rate (34%) is due to the recognition of a rehabilitation
tax credit generated from the restoration of the Corporations headquarters,
the John A. Hand Building.

Provision for Loan Losses

The provision for loan losses was $925,000 for the third quarter of 2001
compared to $1.9 million for third quarter of 2000. The provision for loan
losses was $2.6 million for the first nine months of 2001 compared to $3.5
million for the first nine months 2000. The provision for loan losses represents
the amount determined by management necessary to maintain the allowance for
loan losses at a level capable of absorbing inherent losses in the loan
portfolio, plus estimated losses associated with off-balance sheet credit
instruments such as letters of credit and unfunded lines of credit. The
allowance for loan losses at September 30, 2001, totaled $10.2 million, or
1.05% of total loans, compared to $9.0 million, or 1.11% of total loans at
December 31, 2000. The Corporation prepares an analysis to assess the risk in
the loan portfolio and to determine the adequacy of the allowance for loan
losses on a monthly basis. Generally, the Corporation estimates the allowance
using factors such as historical loss experience based on volume and types of
loans, volume and trends in delinquencies and nonaccruals, national and local
economic conditions and other pertinent information.

The Corporation manages and controls risk in the loan portfolio through
adherence to credit standards established by the Board of Directors and
implemented by senior management. These standards are set forth in a formal
loan policy, which establishes loan underwriting and approval procedure, sets
limits on credit concentration and enforces regulatory requirements.

14



---



##### 



Loan portfolio concentration risk is reduced through concentration limits for
borrowers and collateral types and through geographical diversification.
Concentration risk is measured and reported to senior management and the Board
of Directors on a regular basis.

A risk rating system is employed whereby each loan is assigned a rating which
corresponds to the perceived credit risk. Risk ratings are subject to
independent review by the Corporations Loan Review Department, which also
performs ongoing, independent review of the risk management process that
includes underwriting, documentation and collateral control. Regular reports
are made to senior management and the Board of Directors regarding credit
quality as measured by assigned risk ratings and other measures, including, but
not limited to, the level of past due percentages and nonperforming assets. See
the Allowance for Loan Losses section for a more detailed discussion.

The loan review function is centralized and independent of the lending
function. Review results are reported to the Audit Committee of the Board of
Directors.

Financial Condition

Total assets of the Corporation were $1.20 billion at September 30, 2001, an
increase of $171.6 million, or 16.7% from $1.03 billion as of December 31,
2000. The increase in total assets was funded by an increase in deposits and
borrowings from the Federal Home Loan Bank (FHLB). The Corporation believes
that FHLB borrowings are a reliable and relatively inexpensive source of
funding when compared to market deposit rates in the Birmingham, Alabama market
and other markets in which the Corporation conducts its business.

Short-term liquid assets (cash and due from banks, interest-bearing deposits in
other banks and federal funds sold) increased $24.0 million, or 56.7% to $66.2
million at September 30, 2001 from $42.2 million at December 31, 2000. This
increase resulted primarily from the purchase of federal funds sold. At
September 30, 2001, short-term liquid assets comprised 5.5% of total assets
compared to 4.1% at December 31, 2000. The Corporation continually monitors its
liquidity position and will increase or decrease its short-term liquid assets
as necessary.

Total investment securities decreased $24.0 million, or 25.01% to $71.7 million
at September 30, 2001, from $91.3 million at December 31, 2000. Mortgage-backed
securities, which comprised 75.0% of the total investment portfolio at
September 30, 2001, increased $2.1 million, or 5.3% to $41.4 million from $39.3
million at December 31, 2000. Investments in U.S. Treasury and agency
securities, which comprised 27.5% of the total investment portfolio at
September 30, 2001, decreased $19.5 million, or 49.7% to $19.7 million from
$39.2 million at December 31, 2000. The total investment portfolio at September
30, 2001 comprised 6.6% of all interest-earning assets compared to 10.4% at
December 31, 2000. The investment portfolio produced an average tax equivalent
yield of 6.0% and 6.6% for the third quarters of 2001 and 2000, respectively,
and a 6.3% and 6.7% yield for the first nine months of 2001 and 2000,
respectively.

Loans, net of unearned income, totaled $977.1 million at September 30, 2001, an
increase of 20.9%, or $168.9 million from $808.2 million at December 31, 2000,
with average loans totaling $942.7 million for the third quarter of 2001
compared to $727.1 million for the third quarter of 2000. Average loans totaled
$887.2 million for the first nine months of 2001 compared to $688.9 million for
the first nine

15



---



##### 



months of 2000. Of the $168.9 million increase in loans, 63.5% or $107.3
million, were produced by branches in the Alabama region, the other 36.5% or
$61.6 million, were produced by branches in the Florida region. Loans, net of
unearned income, comprised 90.5% of interest-earning assets at September 30,
2001, compared to 87.8% at December 31, 2000. The loan portfolio produced an
average yield of 8.9% and 9.7% for the third quarters of 2001 and 2000,
respectively, and a 9.4% and 9.6% yield for the first nine months of 2001 and
2000, respectively. The following table details the distribution of the loan
portfolio by category as of September 30, 2001 and December 31, 2000:

Distribution of Loans by Category

|                                        |             |   |                    |         |                   |  |            |       |       |   |         |         |            |  |      |       |  
|--------------------------------------- | ----------- | - | ------------------ | ------- | ----------------- |  | ---------- | ----- | ----- | - | ------- | ------- | ---------- |  | ---- | ----- | -
|                                        |             |   | September 30, 2001 |         | December 31, 2000
|                                        |             |   |                    |         |                  
|                                        |             |   |                    |         |                   |  | Percent of |       |       |   |         |         | Percent of
|                                        |             |   | Amount             |         | Total             |  | Amount     |       | Total
|                                        |             |   |                    |         |                   |  |            |       |      
|Commercial, industrial and agricultural |             | $ | 277,395            |         |                   |  | 28.4       | %     |       | $ | 245,154 |         |            |  | 30.3 | %    
|                                       
|                                       
|                                       
|                                       
|Real estate  construction              |             |   | 181,180            |         |                   |  | 18.5       |       |       |   | 100,448 |         |            |  | 12.4 |      
|                                       
|                                       
|                                       
|                                       
|Real estate  mortgage                  |             |   | 421,324            |         |                   |  | 43.0       |       |       |   | 373,509 |         |            |  | 46.2 |      
|                                       
|                                       
|                                       
|                                       
|Consumer                                |             |   | 93,510             |         |                   |  | 9.6        |       |       |   | 84,129  |         |            |  | 10.4 |      
|                                       
|                                       
|                                       
|                                       
|Other                                   |             |   | 4,543              |         |                   |  | .5         |       |       |   | 5,725   |         |            |  | .7   |      
|                                        |             |   |                    |         |                   |  |            |       |       |   |         |         |            |  |      |      
|                                        | Total loans |   |                    | 977,952 |                   |  |            | 100.0 | %     |   |         | 808,965 |            |  |      | 100.0 | %
|                                        |             |   |                    |         |                   |  |            |       |       |   |         |         |            |  |      |      
|Unearned income                         |             |   | (898               | )       |                   |  |            |       |       |   | (820    | )       |            |  |      |      
|                                       
|                                       
|                                       
|                                       
|Allowance for loan losses               |             |   | (10,228            | )       |                   |  |            |       |       |   | (8,959  | )       |            |  |      |      
|                                        |             |   |                    |         |                   |  |            |       |       |   |         |         |            |  |      |      
|                                        | Net loans   |   | $                  | 966,826 |                   |  |            |       |       |   | $       | 799,186 |            |  |      |       |  
|                                        |             |   |                    |         |                   |  |            |       |       |   |         |         |            |  |      |      

Noninterest-bearing deposits totaled $90.7 million at September 30, 2001, an
increase of 2.1%, or $1.8 million from $88.9 million at December 31, 2000.
Noninterest-bearing deposits comprised 9.6% of total deposits at September 30,
2001, compared to 10.8% at December 31, 2000.

Interest-bearing deposits totaled $854.2 million at September 30, 2001, an
increase of 15.7%, or $115.8 million from $738.4 million at December 31, 2000,
with interest-bearing deposits averaging $822.8 million for the third quarter
of 2001 compared to $678.9 million for the third quarter of 2000. Average
interest-bearing deposits totaled $792.5 million for the first nine months of
2001 compared to $633.8 million for the first nine months of 2000. The $115.8
million increase in interest-bearing deposits during the first nine months of
2001 is comprised primarily of interest-bearing demand accounts. The average
rate paid on all interest-bearing deposits during the third quarter of 2001 was
4.5% compared to 5.6% for the third quarter of 2000. The average rate paid on
all interest-bearing deposits during the first nine months of 2001 was 5.3%
compared to 5.2% for the first nine months of 2000.

Advances from the Federal Home Loan Bank (FHLB) increased $31.8 million to
$136.1 million at September 30, 2001 from $104.3 million at December 31, 2000.
Borrowings from the FHLB were used primarily to fund growth in the loan
portfolio. The advances are secured by FHLB stock, agency securities and a
blanket lien on certain residential real estate loans.

As of September 30, 2001, the Corporation had available a $15.0 million line
of credit with a regional bank. Interest is one and three quarters (1.75%)
percentage points in excess of the applicable LIBOR Index Rate. The line
matures May 1, 2002. There were no outstanding balances due on this line at
September 30, 2001.

On September 7, 2000, TBC Capital Statutory Trust II (TBC Capital II), a
Connecticut statutory trust established by the Corporation, received
$15,000,000 in proceeds in exchange for $15,000,000

16



---



##### 



principal amount of TBC Capital IIs 10.6% cumulative trust preferred
securities in a pooled trust preferred private placement. The proceeds were
used to purchase an equal principal amount of 10.6% subordinated debentures of
the Corporation.

On July 16, 2001, TBC Capital Statutory Trust III (TBC Capital III), a
Delaware business trust established by the Corporation, received $16,000,000 in
proceeds in exchange for $16,000,000 principal amount of TBC Capital IIIs
variable rate cumulative trust preferred securities in a pooled trust preferred
private placement. The proceeds were used to purchase an equal principal amount
of variable rate subordinated debentures of the Corporation. The stated
interest rate is the six-month LIBOR plus 375 basis points. The interest rate
on the securities reprices every six months and has a 12% annum ceiling. As of
the date of issuance, the interest rate on the securities was 7.57%.

The Corporation has fully and unconditionally guaranteed all obligations of TBC
Capital II and III on a subordinated basis with respect to the preferred
securities. The Corporation accounts for TBC Capital II and III as minority
interests. Subject to certain limitations, the preferred securities qualify as
Tier 1 capital and are presented in the Condensed Consolidated Statement of
Financial Condition as Guaranteed preferred beneficial interests in the
Corporations subordinated debentures. The sole assets of TBC Capital II and
III are the subordinated debentures issued by the Corporation. Both the
preferred securities of TBC Capital II and III and the subordinated debentures
of the Corporation each have 30-year lives. However, both the
Corporation and
TBC Capital II and III have call options, without premium, after ten years,
subject to regulatory approval, or earlier depending upon certain changes in
tax or investment company laws, or regulatory capital requirements.

At September 30, 2001, total stockholders equity was $77.8 million, an
increase of $2.9 million from $74.9 million at December 31, 2000. The increase
in stockholders equity resulted primarily from total comprehensive income for
the first nine months of 2001. In September of 2000, the Corporations board of
directors approved a stock buyback plan in an amount not to exceed $10,000,000.
As of September 30, 2001, 141,300 shares of common stock have been repurchased
and are held as treasury stock at a cost of $753,000. In the first nine months
of 2001, the Corporation repurchased 101,300 shares at a total cost of
$543,000.

Allowance for Loan Losses

The Corporation maintains an allowance for loan losses at a level it believes
is adequate to absorb estimated losses inherent in the loan portfolio, plus
estimated losses associated with off-balance sheet credit instruments such as
letters of credit and unfunded lines of credit. The Corporation prepares an
analysis to assess the risk in the loan portfolio and to determine the adequacy
of the allowance for loan losses. Generally, the Corporation estimates the
allowance using factors such as historical loss experience based on volume and
types of loans, volume and trends in delinquencies and non-accruals, national
and local economic conditions and other pertinent information.

The Corporation manages and controls risk in the loan portfolio through
adherence to credit standards established by the Board of Directors and
implemented by senior management. These standards are set forth in a formal
loan policy, which establishes loan underwriting and approval procedure, sets
limits on credit concentration and enforces regulatory requirements.

17



---



##### 



Loan portfolio concentration risk is reduced through concentration limits for
borrowers and collateral types and through geographical diversification.
Concentration risk is measured and reported to senior management and the Board
of Directors on a regular basis.

The allowance for classified loans is established based on risk ratings
assigned by loan officers. Loans are rated using a seven point scale with loan
officers having the responsiblity for the timely reporting of changes in the
risk ratings. These processes, and the assigned risk ratings, are subject to
review by the Corporations internal loan review function. Based on the
assigned risk ratings, the loan portfolio is segregated into the following
regulatory classifications: Special Mention, Substandard, Doubtful or Loss.
Regulatory reserve percentages are applied to these categories to estimate the
amount of loan loss. Reserve percentages assigned to non-rated loans are based
on historical charge-off experience adjusted for geographic location and other
risk factors.

As stated above, risk ratings are subject to independent review by the Loan
Review Department, which also performs ongoing, independent review of the risk
management process that includes underwriting, documentation and collateral
control. The Loan Review Department is centralized and independent of the
lending function. Review results are reported to the Audit Committee of the
Board of Directors.

Management reviews the adequacy of the allowance on a monthly basis.
Regular reports are made to senior management and the Board of Directors
regarding credit quality as measured by assigned risk ratings and other
measures, including, but not limited to, the level of past due percentages and
nonperforming assets.

The allowance as a percentage of loans as of September 30, 2001 was 1.05%
compared to 1.11% as of December 31, 2000. Net charge-offs were $1.3 million
for the first nine months of 2001 compared to $4.6 million for the year ended
December 31, 2000. Net charge-offs to average loans on an annualized basis
totaled .19% for the first nine months of 2001 compared to .57% for the year
ended December 31, 2000. The ratio of net charge-offs to average loans has
averaged .67% for the five year period ended December 31, 2000,
with a ratio of .57% in 2000 and .90% in 1999. Historically, net charge-offs have been more
significant for commercial and consumer loans. Net charge-off loans during 2000
are more reflective of historical averages because net charge-off loans during
1999 included the charge-off of loans acquired in a purchase business
combination and a significant loss from a single commercial loan customer.

The $4.6 million in net charge-off loans for the year ended December 31, 2000
included the charge-off of three commercial credit lines totaling $2.3 million,
or 50% of net charge-offs. During the nine-month period ended September 30,
2001, the Corporation has not experienced any individual charge-off loans of
comparative size. Therefore, our ratio of net charge-off loans to average loans
has declined significantly during the current nine-month period. However, the
Corporation could experience an increase in net charge-off loans in future
periods, which could bring this ratio closer to its historical averages. As
discussed above, management has assessed the adequacy of the allowance for loan
losses and provided for estimated loan losses inherent in the portfolio through
the provision for loan losses.

18



---



##### 



The following table summarizes certain information with respect to the
Corporations allowance for loan losses and the composition of charge-offs and
recoveries for the periods indicated.

Summary of Loan Loss Experience

|                                                                 |                                         |                   |         |                        |       |              |         |       |       | 
|---------------------------------------------------------------- | --------------------------------------- | ----------------- | ------- | ---------------------- | ----- | ------------ | ------- | ----- | ----- | 
|                                                                 |                                         |                   |         | Nine-Month period      |       |              |         |      
|                                                                 |                                         |                   |         | Ended                  |       | Year Ended  
|                                                                 |                                         |                   |         | September 30,          |       | December 31,
|                                                                 |                                         |                   |         | 2001                   |       | 2000        
|                                                                 |                                         |                   |         |                        |       |             
|                                                                 |                                         |                   |         | (Dollars in thousands)
|Allowance for loan losses at beginning of year                   |                                         | $                 | 8,959   |                        |       | $            | 8,065   |      
|                                                                
|                                                                
|                                                                
|                                                                
|Charge-offs:                                                     |                                         |                   |         |                        |       |              |         |      
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Commercial, industrial and agricultural |                   |         | 617                    |       |              |         | 3,133 |      
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Real estate                             |                   |         | 190                    |       |              |         | 756   |      
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Consumer                                |                   |         | 846                    |       |              |         | 726   |      
|                                                                 |                                         |                   |         |                        |       |              |         |      
|                                                                 |                                         | Total charge-offs |         |                        | 1,653 |              |         |       | 4,615 | 
|                                                                
|                                                                
|                                                                
|                                                                
|Recoveries:                                                      |                                         |                   |         |                        |       |              |         |      
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Commercial, industrial and agricultural |                   |         | 44                     |       |              |         | 193   |      
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Real estate                             |                   |         | 88                     |       |              |         | 87    |      
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Consumer                                |                   |         | 235                    |       |              |         | 268   |      
|                                                                 |                                         |                   |         |                        |       |              |         |      
|                                                                 |                                         | Total recoveries  |         |                        | 367   |              |         |       | 548   | 
|                                                                
|                                                                
|                                                                
|                                                                
|Net charge-offs                                                  |                                         |                   | 1,286   |                        |       |              | 4,067   |      
|                                                                
|                                                                
|                                                                
|                                                                
|Provision for loan losses                                        |                                         |                   | 2,555   |                        |       |              | 4,961   |      
|                                                                 |                                         |                   |         |                        |       |              |         |      
|Allowance for loan losses at end of year                         |                                         | $                 | 10,228  |                        |       | $            | 8,959   |      
|                                                                 |                                         |                   |         |                        |       |              |         |      
|Loans at end of period, net of unearned income                   |                                         | $                 | 977,055 |                        |       | $            | 808,145 |      
|                                                                
|                                                                
|                                                                
|                                                                
|Average loans, net of unearned income                            |                                         |                   | 887,191 |                        |       |              | 710,414 |      
|                                                                
|                                                                
|                                                                
|                                                                
|Ratio of ending allowance to ending loans                        |                                         |                   | 1.05    | %                      |       |              | 1.11    | %    
|                                                                
|                                                                
|                                                                
|                                                                
|Ratio of net charge-offs to average loans (1)                    |                                         |                   | .19     | %                      |       |              | .57     | %    
|                                                                
|                                                                
|                                                                
|                                                                
|Net charge-offs as a percentage of:                              |                                         |                   |         |                        |       |              |         |      
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Provision for loan losses               |                   |         | 50.33                  | %     |              |         | 81.98 | %    
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 | Allowance for loan losses(1)            |                   |         | 16.81                  | %     |              |         | 45.40 | %    
|                                                                
|                                                                
|                                                                
|                                                                
|Allowance for loan losses as a percentage
of nonperforming loans |                                         |                   | 84.68   | %                      |       |              | 90.85   | %    



|(1) |  | Annualized.
|--- |  | -----------

The following table represents the Corporations nonperforming loans for
the dates indicated.

Nonaccrual, Past Due and Restructured Loans

|                                                  |  |               |        |          |  |              |       |  |  |   |       | 
|------------------------------------------------- |  | ------------- | ------ | -------- |  | ------------ | ----- |  |  | - | ----- | 
|                                                  |  | September 30, |        | June 30, |  | December 31,
|                                                  |  | 2001          |        | 2001     |  | 2000        
|                                                  |  |               |        |          |  |             
|Nonaccrual                                        |  | $             | 8,977  |          |  | $            | 5,717 |  |  | $ | 9,340 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Past due (contractually past due 90 days or more) |  |               | 3,101  |          |  |              | 1,543 |  |  |   | 334   | 
|                                                 
|                                                 
|                                                 
|                                                 
|Restructured                                      |  |               |       |          |  |              |      |  |  |   | 187   | 
|                                                  |  |               |        |          |  |              |       |  |  |   |       | 
|                                                  |  | $             | 12,078 |          |  | $            | 7,260 |  |  | $ | 9,861 | 
|                                                  |  |               |        |          |  |              |       |  |  |   |       | 

A delinquent loan is generally placed on nonaccrual status when it becomes 90
days or more past due and management believes, after considering economic and
business conditions and collection efforts, that the borrowers financial
condition is such that the collection of interest is doubtful. When a loan is
placed on nonaccrual status, all interest which has been accrued on the loan
but remains unpaid is reversed and deducted from earnings as a reduction of
reported interest income. No additional interest income is accrued on the loan
balance until the collection of both principal and interest becomes reasonably
certain. When a problem loan is finally resolved, there may ultimately be an
actual write-
down or charge-off of the principal balance of the loan, which may necessitate
additional charges to earnings.

19



---



##### 



Allowance for loan losses as a percentage of nonperforming loans decreased to
84.7% at September 30, 2001 from 131.0% at June 30, 2001 and 90.9% at December
31, 2000. Nonperforming loans increased to $12.1 million at September 30, 2001
from $7.3 million at June 30, 2001 and $9.9 million at December 31, 2000. As a
percent of net loans, nonperforming loans increased to 1.24% at September 30,
2001 from .80% at June 30, 2001 and 1.22% at December 31, 2000. The increase in
nonperforming loans is primarily attributable to eight credit lines totaling
$4.5 million at September 30, 2001. Six of these lines totaling $3.2 million
are in our Alabama segment and two of these lines totaling $1.3 million are in
our Florida segment. All of these lines are primarily secured by land or
commercial real estate. Management has allocated in the allowance for loan
losses approximately $600,000 to absorb any losses that may result from these
loans.

In addition, management has identified $1.2 million in potential problem loans
as of September 30, 2001. These loans have been identified as such because of
repayment problems and past due status. Management has allocated in the
allowance for loan losses approximately $360,000 to absorb any losses that may
result from these loans.

Impaired Loans

Impaired loans are specifically reviewed loans for which it is probable that
the Corporation will be unable to collect all amounts due according to the
terms of the loan agreement. Impairment is measured by comparing the recorded
investment in the loan with the present value of expected future cash flows
discounted at the loans effective interest rate, at the loans observable
market price, or the fair value of the collateral if the loan is collateral
dependent. A valuation allowance is provided to the extent that the measure of
the impaired loans is less than the recorded investment. A loan is not
considered impaired during a period of delay in payment if the ultimate
collectibility of all amounts due is expected. Larger groups of homogenous
loans such as consumer installment and residential real estate mortgage loans
are collectively evaluated for impairment. Payments received on impaired loans
for which the ultimate collectibility of principal is uncertain are generally
applied
first as principal reductions. The majority of impaired loans are included in
the nonperforming loan totals discussed above.

At September 30, 2001, the Corporations recorded investment in impaired loans
totaled $8.3 million, a decrease of $9.7 million from $18.0 million at
December 31, 2000. The decline in the amount of impaired loans is attributable
to several commercial and commercial real estate loans that are now current,
have been paid-off or the collateral has been foreclosed. At September 30,
2001, there was approximately $2.0 million in allowance for loan losses
specifically allocated to impaired loans, which compares to $3.0 million at
December 31, 2000. The Corporation has no commitments to loan additional funds
to the borrowers whose loans are impaired.

20



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##### 



Regulatory Capital.

The table below represents the regulatory and minimum regulatory capital
requirements of the Corporation and its subsidiary at September 30, 2001
(dollars in thousands):

|                          |             |  |        |         |          |  |             |       |       |  |             |        |            |  |  |      |   |  |   |        |  |  |  |       |  
|------------------------- | ----------- |  | ------ | ------- | -------- |  | ----------- | ----- | ----- |  | ----------- | ------ | ---------- |  |  | ---- | - |  | - | ------ |  |  |  | ----- | -
|                          |             |  |        |         |          |  |             |       |       |  | For Capital |        |            |  |  |      |   |  |  
|                          |             |  |        |         |          |  |             |       |       |  | Adequacy    |        | To Be Well
|                          |             |  | Actual |         | Purposes |  | Capitalized
|                          |             |  |        |         |          |  |            
|                          |             |  | Amount |         | Ratio    |  | Amount      |       | Ratio |  | Amount      |        | Ratio     
|                          |             |  |        |         |          |  |             |       |       |  |             |        |           
|Total Risk-Based Capital  |             |  |        |         |          |  |             |       |       |  |             |        |            |  |  |      |   |  |   |        |  |  |  |      
|                         
|                         
|                         
|                         
|                          | Corporation |  | $      | 107,531 |          |  |             | 10.97 | %     |  | $           | 78,427 |            |  |  | 8.00 | % |  | $ | 98,034 |  |  |  | 10.00 | %
|                         
|                         
|                         
|                         
|                          | The Bank    |  |        | 99,516  |          |  |             | 10.24 |       |  |             | 77,719 |            |  |  | 8.00 |   |  |   | 97,149 |  |  |  | 10.00 |  
|                         
|                         
|                         
|                         
|Tier 1 Risk-Based Capital |             |  |        |         |          |  |             |       |       |  |             |        |            |  |  |      |   |  |   |        |  |  |  |      
|                         
|                         
|                         
|                         
|                          | Corporation |  |        | 97,304  |          |  |             | 9.93  |       |  |             | 39,214 |            |  |  | 4.00 |   |  |   | 58,821 |  |  |  | 6.00  |  
|                         
|                         
|                         
|                         
|                          | The Bank    |  |        | 89,289  |          |  |             | 9.19  |       |  |             | 38,859 |            |  |  | 4.00 |   |  |   | 58,289 |  |  |  | 6.00  |  
|                         
|                         
|                         
|                         
|Leverage Capital          |             |  |        |         |          |  |             |       |       |  |             |        |            |  |  |      |   |  |   |        |  |  |  |      
|                         
|                         
|                         
|                         
|                          | Corporation |  |        | 97,304  |          |  |             | 8.46  |       |  |             | 46,013 |            |  |  | 4.00 |   |  |   | 57,516 |  |  |  | 5.00  |  
|                         
|                         
|                         
|                         
|                          | The Bank    |  |        | 89,289  |          |  |             | 7.76  |       |  |             | 46,022 |            |  |  | 4.00 |   |  |   | 57,527 |  |  |  | 5.00  |  

Liquidity

The Corporations principal sources of funds are deposits, principal and
interest payments on loans, federal funds sold and maturities and sales of
investment securities. In addition to these sources of liquidity, the
Corporation has access to purchased funds from several regional financial
institutions and may borrow from a regional financial institution under a line
of credit, and from the Federal Home Loan Bank under a blanket floating lien on
certain residential real estate loans. While scheduled loan repayments and
maturing investments are relatively predictable, interest rates, general
economic conditions and competition primarily influence deposit flows and early
loan payments. The management of the Corporation places constant emphasis on
the maintenance of adequate liquidity to meet conditions that might reasonably
be expected to occur.

Forward-Looking Statements

Statements contained in this Quarterly Report on Form 10-Q, which are not
historical facts, are forward-looking statements. In addition, the
Corporation, through its senior management, from time to time makes
forward-looking public statements concerning its expected future operations and
performance and other developments. Such forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Additionally, such forward-looking statements are based on
the Corporations belief as well as certain assumptions made by, and
information currently available to, the Corporation with respect to its ability
to achieve the operating results it expects relating to the recentlycompleted
acquisitions; one-time costs associated with the recently-completed
acquisitions; the ability of the Corporation to achieve anticipated cost
savings and revenue enhancements with respect to the acquired operations; the
assimilation of the acquired operations by the Corporation, including
installing the Corporations centralized policy oversight, credit review and
management systems at the acquired institutions; the absence of material
contingencies related to the acquired operations; the adequacy of the allowance
for loan losses; the ability of the Corporation to resolve any pending
litigation on acceptable terms; the effect of legal proceedings on the
Corporations financial condition, results of operations and liquidity; and
market

21



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##### 



risk disclosures, as well as other information The risks and uncertainties that
may affect operations, performance, growth projections and the results of the
Corporations business include, but are not limited to, fluctuations in the
economy, the relative strength and weakness in the commercial and consumer
sector and in the real estate market, the actions taken by the Federal Reserve
Board for the purpose of managing the economy, interest rate movements, the
impact of competitive products, services and pricing, timely development by the
Corporation of technology enhancements for its products and operating systems,
legislation and similar matters. Although management of the Corporation
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Prospective investors are cautioned that any such forward-looking
statements are not guaranties of future performance, and involve risks and
uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

The information set forth under the caption Item 7. Managements Discussion
and Analysis of Financial Condition and Results of Operations-Market
Risk-Interest Sensitivity included in the Corporations Annual Report on Form
10-K for the year ended December 31, 2000, is hereby incorporated herein by
reference.

Part II. Other Information

Item 1. Legal Proceedings

While we may from time to time be a party to various legal proceedings arising
from the ordinary course of our business, we believe that, other than as set
forth below, there are no proceedings threatened or pending against the
Corporation at this time that will individually, or in the aggregate,
materially or adversely effect the Corporations business, financial condition
or results of operations.

The Bank is currently a defendant in various legal proceedings pending in state
court arising out of certain losses that occurred in our Decatur branch in late
1999. When we discovered the loss, we moved immediately to collect monies and
other assets from individuals and entities that we identified as being
connected, directly or indirectly, to our loss. This resulted in a recovery of
some of our losses, primarily through the transfer to The Bank of various
assets, including the assets of one business directly involved in our loss.
Subsequently, some of those individuals abandoned their agreement to work with
The Bank and brought suit alleging various causes of action and requesting the
return of assets that they had previously turned over to The Bank.
Additionally, other individuals, who allege that they suffered a related loss,
have brought suits making various claims on certain of the assets that were
delivered to The Bank. These cases include: Bill Steenson and Jason Steenson v.
The Bank, et al, Case No. CV 99-907; Hames v. The Bank, et al, Case No.
CV99-899; John C. Moses v. The Bank, et al, Case No. CV 00-158; Preston Peete
v. The Bank, et al, Case No. CV 00-804. The Steenson case has now been settled,
and the case has been dismissed. The Bank and the other parties have recently
signed a settlement agreement in the Moses case. Neither of these settlements
is expected to have a material adverse effect on our financial condition or our
results of operations. The Peete case went to trial on November 5, 2001 on all
counts, including the claim for punitive damages.

22



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##### 



On August 29, 2001, Community Spirit Bank amended its previously filed
complaint to include The Bank as a defendant in the case styled Community
Spirit Bank v. Howard Jackson d/b/a Majestic Auto Sales, et al., CV 99-195
filed in the Circuit Court of Franklin County. Community Spirit Bank alleges
various causes of action against The Bank and one of its former officers
arising out of the same facts that caused The Banks loss as discussed above.
Community Spirit Bank is claiming compensatory damages of $1.3 million and
additional compensatory and punitive damages. The Bank has put its insurance
carriers on notice and intends to vigorously defend these claims. We believe
that we have strong claims and defenses in each lawsuit in which we are
involved. While we believe that we will prevail in each lawsuit, there can be
no assurance that the outcome of the pending, or any future, litigation, either
individually or in the aggregate, will not have a material adverse effect on
our financial condition or our results of operations.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K



|(a)  |  | Exhibits:                                                                                          
|---- |  | ---------------------------------------------------------------------------------------------------
|    
|(10) |  | Employment Agreement among
The Banc Corporation, The Bank and Don J. Giardina, dated
July 14, 2000.
|    
|(b)  |  | Reports on Form 8-K:                                                                               

During the three months ended September 30, 2001, the Corporation filed



| | (1) |  | a Current Report on Form 8-K, dated August 9, 2001, furnishing
under Item 9 information regarding the execution of a letter of
intent to acquire CF Bancshares, Inc.   
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | a Current Report on Form 8-K, dated August 24, 2001,
furnishing under Item 9 the text of materials and slides used in
investor and analyst presentations by management.
|
| | (3) |  | a Current Report on Form 8-K, dated September 20, 2001,
furnishing under Item 9 an update on pending litigation of the
Corporation.                                    

23



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##### 



Signatures

Pursuant with 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.

|                        |  |                                                      |  |                         
|----------------------- |  | ---------------------------------------------------- |  | ------------------------
|                        |  | The Banc Corporation
(Registrant)                   
|                       
|                       
|                       
|                       
|                       
|Date: November 14, 2001 |  | By:                                                  |  | /s/ James A. Taylor, Jr.
|                        |  |                                                      |  |                         
|                        |  | James A. Taylor, Jr.                                
|                        |  | President and Chief Operating Officer               
|                       
|                       
|                       
|                       
|                       
|Date: November 14, 2001 |  | By:                                                  |  | /s/ David R. Carter     
|                        |  |                                                      |  |                         
|                        |  | David R. Carter                                     
|                        |  | Executive Vice President and Chief Financial Officer
|                        |  | (Principal Accounting Officer)                      

24