<PAGE>
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
           ENDED DECEMBER 31, 2000
                                  OR

</TABLE>

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
           FOR THE TRANSITION PERIOD FROM ------------- TO
           -------------
</TABLE>

                       Commission file number: 033-18392

                                   AMERICORP
                                ---------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                           <C>
State of California                                           77-0164985
---------------------------------                             ---------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                                Identification No.)

300 South Mills Road, Ventura, California 93003               (805) 658-6633
---------------------------------                             ---------------------
(Address of principal executive offices and Zip Code)         Registrant's telephone
                                                              number, including area code
</TABLE>

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [  ]. NOT APPLICABLE

As of February 28, 2001, the aggregate market value of the common stock held by
non-affiliates of the Company was $37,256,079.

Number of shares of common stock outstanding at February 28, 2001: 2,098,934

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<PAGE>
                               INDEX TO FORM 10-K

<TABLE>
<C>           <S>                                                           <C>
PART I....................................................................      3
     ITEM 1.  BUSINESS....................................................      3
     ITEM 2.  PROPERTIES..................................................     15
     ITEM 3.  LEGAL PROCEEDINGS...........................................     15
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........     15

PART II...................................................................     16
     ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS....     16
     ITEM 6.  SELECTED FINANCIAL DATA.....................................     18
     ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS.................................     19
     ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK...     33
     ITEM 8.  FINANCIAL STATEMENTS........................................     35
     ITEM 9.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE......................................     60

PART III..................................................................     61
    ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........     61
    ITEM 11.  EXECUTIVE COMPENSATION......................................     63
    ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT................................................     65
    ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............     65
    ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K............................     66
</TABLE>

                                       2
<PAGE>
                                     PART I

ITEM 1: BUSINESS

GENERAL

    Americorp (hereinafter "Americorp" or the "Company") was incorporated under
the laws of the State of California and commenced operations in 1987 as a bank
holding company for American Commercial Bank ("ACB" or the "Bank"). Other than
its investment in the Bank, the Company currently conducts no other significant
business activities, although it is authorized to engage in a variety of
activities which are deemed closely related to the business of banking upon
prior approval of the Board of Governors of the Federal Reserve System, the
Company's primary regulator. As of December 31, 2000, the Company had total
consolidated assets of approximately $266 million, total consolidated deposits
of $238 million and total consolidated shareholders' equity of $26 million.

    The Bank was incorporated under the laws of the State of California in 1973
and was licensed by the California State Banking Department, now known as of the
California Department of Financial Institutions ("DFI") and commenced operations
as a California state chartered bank in September 1973. As a California state
bank, the Bank is subject to the primary supervision, examination and regulation
by the DFI, and the Federal Deposit Insurance Corporation (the "FDIC"). The
Bank's accounts are insured by the FDIC up to the applicable limits thereof, but
like most banks of its size in California, is not a member of the Federal
Reserve Bank.

BANKING SERVICES

    ACB is engaged in substantially all of the business operations customarily
conducted by independent California state banks. ACB maintains three full
service-banking offices in the city of Ventura, two full service offices in the
city of Oxnard and one full service office in the city of Camarillo. ACB's
banking services include the acceptance of checking and savings deposits, and
the making of commercial, SBA, real estate, personal, automobile and other
installment loans. ACB also offers traveler's checks, notary public and other
customary bank services to its customers. While ACB does offer credit cards to
its customers, other financial institutions issue the cards. Trust services are
not offered by ACB.

    ACB's deposits are attracted primarily from individuals and small and
medium-sized business-related sources. ACB also attracts deposits from several
local agencies. In connection with municipal deposits, ACB is generally required
to pledge securities to secure such deposits, except for the first $100,000 of
such deposits which are insured by the FDIC.

    ACB is engaged in lending activities to businesses and consumers throughout
the geographic area of Ventura County, California. ACB has, to some degree,
concentrations in real estate loans and real estate associated businesses. The
risks associated with loans vary with the borrower, associated type of industry
and prevailing economic conditions.

    Business loans are extended to a variety of commercial borrowers. These
loans include revolving lines of credit, both secured and unsecured; equipment
financing and term loans on real estate. In general, business loans have a
higher degree of risk associated with changing economic cycles, product
obsolescence and management experience. ACB utilizes a loan policy manual which
sets standards for the accepted level of risk in the particular area under
consideration. Business loans are reviewed by experienced loan personnel
utilizing a secondary review and approval process which ultimately is overseen
by the Board of Directors. ACB typically obtains the guarantees of the borrowing
company's principal owners. Business lending risk is also mitigated by the
contracted services of an independent loan review company. Commercial loans
outstanding, as of December 31, 2000, totaled $47 million representing 23.9% of
the portfolio.

                                       3
<PAGE>
    ACB also structures commercial loans secured by real estate. These loans
also vary in risk depending primarily on business cycles. Commercial real estate
loans generally are amortized over a 20-year period with maturity dates of
5 years. ACB accepts properties whose appraised values provides a loan-to-value
ratio of 75% or less. Commercial loans outstanding secured by real estate, at
December 31, 2000, totaled $123 million, representing 62.3% of the portfolio.
ACB is not involved with any residential tract housing construction and limits
construction loans to either pre-sold or contract homes with permanent financing
arranged. Construction loans total less than 5% of the total loan portfolio.

    ACB is also engaged in the brokering of single-family first trust deeds to
other lenders.

    ACB also extends loans to consumers which include automobiles, installment,
recreational vehicles, equity lines of credit, bankcard and overdraft
protection. During 1998, ACB sold its bankcard portfolio for a nominal premium.
Consumer loans are underwritten according to standards set in ACB's loan policy
manual. ACB utilizes Experian and Trans Union credit reporting agencies to
obtain current information on a consumer's payment history, monitors delinquency
trends regularly and sets reserves to mitigate risk in this area.

    Virtually all of the consolidated net income of Americorp is generated by
ACB.

    ACB has not engaged in any material research activities relating to the
development of new services or the improvement of existing ACB services.

    There has been no significant change in the types of services offered by ACB
since its inception, except in connection with new types of accounts allowed by
statute or regulation in recent years. ACB has no present plans regarding "a new
line of business" requiring the investment of a material amount of total assets.

    Most of ACB's business originates from Ventura County and there is no
emphasis on foreign sources and application of funds. ACB's business, based upon
performance to date, does not appear to be seasonal. Except as described above,
a material portion of ACB's loans is not concentrated within a single industry
or group of related industries, nor is ACB dependent upon a single customer or
group of related customers for a material portion of its deposits. Management of
ACB is unaware of any material effect upon ACB's capital expenditures, earnings
or competitive position as a result of federal, state or local environmental
regulation.

    ACB holds no patents, licenses (other than licenses obtained from bank
regulatory authorities), franchises or concessions.

TRANSACTION WITH CHANNEL ISLANDS BANK

    Americorp and ACB entered into an Agreement to Merge and Plan of
Reorganization dated July 7, 1998 and amended on September 17, 1998 (the "Merger
Agreement") with Channel Islands Bank, headquartered in Oxnard, California
("CIB").

    The Merger Agreement provided for, among other things, (i) the merger of CIB
with and into ACB with ACB as the surviving bank, and (ii) the shareholders of
CIB becoming shareholders of Americorp in accordance with the exchange ratio set
forth in the Merger Agreement. The merger was consummated on December 31, 1998.

    The merger with CIB was intended to be a so-called "Merger of Equals"
whereby comparatively similar sized financial institutions and their respective
managements, boards of directors, shareholder groups and businesses are combined
to create an institution which may provide for, among other things, increased
synergies, expanded products and markets, higher lending limits and a reduction
of overall overhead costs, including a reduction in duplicate positions and
employee benefits. Such mergers may also enhance the liquidity of a
shareholder's investment and may provide the combined

                                       4
<PAGE>
entity with easier access to the capital markets. "Mergers of Equals" provide
the same types of risk associated with combining any two entities, including
(i) the disadvantages of being part of a larger entity, including reduced voting
power and the potential for decreased customer service; (ii) the integration of
the different corporate cultures of the entities will divert the combined
entities' management time from other activities and (iii) the proposed changes
to policies and procedures of the combined entity may not prove to be successful
to the customers of the combined entity. "Mergers of Equals" also generally
provide, among other less favorable aspects, a smaller premium on their
investment to the non-surviving institutions' shareholders than would be
anticipated in an actual sale of control, less liquidity to such shareholders
for their investment than if the non-surviving institution had been acquired by
a larger acquirer as well as the difficulties associated with combining the
human resources and cultural differences of two similar sized institutions.

    At the consummation of the merger, CIB had approximately $95 million in
total assets, approximately $63 million in total loans, approximately
$87 million in total deposits and approximately $8 million in total
stockholders' equity.

    The exchange ratio used in the merger was 0.7282 shares of Americorp Common
Stock for each share of CIB outstanding. Americorp issued a total of 405,505
shares of Common Stock in connection with the transaction.

    The merger was intended to be tax free at the corporate and shareholders
levels.

    The merger was accounted for as a "pooling of interest" and the financial
statement included in Item 8 hereof have been prepared in accordance with such
determination. See footnote 17 to such financial statements. All information
concerning Americorp and ACB herein reflects the consummation of the merger.

REGULATORY ACTIONS

    During the fourth quarter of 2000, the FDIC completed a compliance
examination of the Bank. As a result of such examination, on March 22, 2001, the
Bank executed a Memorandum of Understanding which the Bank agreed to take the
following actions: (i) appoint a compliance officer; (ii) correct all alleged
violations listed in the report; (iii) develop and implement monitoring
procedures; (iv) provide a training program for Bank personnel; (v) define and
document the organizational structure of the compliance program; (vi) amend the
Bank's loan policy and procedures to address recommendations made by the FDIC
during the examination; (vii) establish an independent audit process;
(viii) monitor and confirm the completion of actions taken by management to
comply with the terms of the Memorandum of Understanding; and (ix) furnish
written progress reports to the FDIC. The Memorandum of Understanding will
become effective following execution by the FDIC, which is expected to occur in
the first part of the second quarter of 2001.

    The Bank believes that it is in compliance with the Memorandum of
Understanding.

SUPERVISION AND REGULATION

    The Company and the Bank are extensively regulated under both federal and
state law. Set forth below is a summary description of certain laws which relate
to the regulation of the Company and the Bank. The description does not purport
to be complete and is qualified in its entirety by reference to the applicable
laws and regulations.

    THE COMPANY

    The Company is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended (the "Bank Holding Company Act"), and is
registered as such with, and subject to the supervision of, the Federal Reserve
Board. The Company is required to file with the Federal

                                       5
<PAGE>
Reserve Board quarterly and annual reports and such additional information as
the Federal Reserve Board may require pursuant to the Bank Holding Company Act.
The Federal Reserve Board may conduct examinations of bank holding companies and
their subsidiaries.

    The Company will be required to obtain the approval of the Federal Reserve
Board before it may acquire all or substantially all of the assets of any bank,
or ownership or control of the voting shares of any bank if, after giving effect
to such acquisition of shares, the Company would own or control more than 5% of
the voting shares of such bank. Prior approval of the Federal Reserve Board is
also required for the merger or consolidation of the Company and another bank
holding company.

    The Company is prohibited by the Bank Holding Company Act, except in certain
statutorily prescribed instances, from acquiring direct or indirect ownership or
control of more than 5% of the outstanding voting shares of any company that is
not a bank or bank holding company and from engaging, directly or indirectly, in
activities other than those of banking, managing or controlling banks or
furnishing services to its subsidiaries. However, the Company may, subject to
the prior approval of the Federal Reserve Board, engage in any, or acquire
shares of companies engaged in, activities that are deemed by the Federal
Reserve Board to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto.

    The Company, and any subsidiaries which it may acquire or organize, are
deemed to be "affiliates" of the Company within the meaning of that term as
defined in the Federal Reserve Act. This means, for example, that there are
limitations (a) on loans by it subsidiaries to affiliates, and (b) on
investments by its subsidiaries in affiliates' stock as collateral for loans to
any borrower. The Company and its subsidiary are also subject to certain
restrictions with respect to engaging in the underwriting, public sale and
distribution of securities.

    The Company and its subsidiary are prohibited from engaging in certain
tie-in arrangements in connection with an extension of credit, sale or lease of
property or furnishing of services. Section 106(b) of the Bank Holding Company
Act Amendments of 1970 generally prohibits a bank from tying a product or
service to another product or service offered by its subsidiaries, or by any of
its affiliates. Further, the Company and its subsidiary is required to maintain
certain levels of capital. See, "Effect of Governmental Policies and Recent
Legislation Capital Standards."

    The Federal Reserve Board may require that the Company terminate an activity
or terminate control of or liquidate or divest subsidiaries or affiliates when
the Federal Reserve Board determines that the activity or the control or the
subsidiary or affiliates constitutes a significant risk to the financial safety,
soundness or stability of any of its banking subsidiaries. The Federal Reserve
Board also has the authority to regulate provisions of certain bank holding
company debt, including authority to impose interest ceilings and reserve
requirements on such debt. Under certain circumstances, the Company is required
to file written notice and obtain approval from the Federal Reserve Board prior
to purchasing or redeeming its equity securities.

    Under the Federal Reserve Board's regulations, a bank holding company is
required to serve as a source of financial and managerial strength to its
subsidiary banks and may not conduct its operations in an unsafe and unsound
manner. In addition, it is the Federal Reserve Board's policy that in serving as
a source of strength to its subsidiary banks, a bank holding company should
stand ready to use available resources to provide adequate capital funds to its
subsidiary banks during periods of financial stress or adversity and should
maintain the financial flexibility and capital-raising capacity to obtain
additional resources for assisting its subsidiary banks. A bank holding
company's failure to meet its obligations to serve as a source of strength to
its subsidiary banks will generally be considered by the Federal Reserve Board
to be an unsafe and unsound banking practice or a violation of the Federal
Reserve Board's regulations or both.

                                       6
<PAGE>
    The Company is subject to the periodic reporting requirements of
Section 15(d) of the Securities Exchange Act of 1934, as amended, and files
certain reports pursuant to such Act with the Securities and Exchange Commission
(the "SEC").

    THE BANK

    The Bank is extensively regulated under both federal and state law. Set
forth below is a summary description of certain laws which relate to the
regulation of the Bank. The description does not purport to be complete and is
qualified in its entirety by reference to the applicable laws and regulations.

    The Bank is chartered under the laws of the State of California and its
deposits are insured by the FDIC to the extent provided by law. The Bank is
subject to the supervision of, and is regularly examined by, the DFI and the
FDIC. Such supervision and regulation include comprehensive reviews of all major
aspects of the Bank's business and condition.

    Various requirements and restrictions under the laws of the United States
and the State of California affect the operations of the Bank. Federal and
California statutes relate to many aspects of the Bank's operations, including
reserves against deposits, interest rates payable on deposits, loans,
investments, mergers and acquisitions, borrowings, dividends and locations of
branch offices. Further, the Bank is required to maintain certain levels of
capital.

EFFECT OF GOVERNMENTAL POLICIES AND RECENT LEGISLATION

    Banking is a business that depends on rate differentials. In general, the
difference between the interest rate paid by the Bank on deposits and its other
borrowings and the interest rate received by the Bank on loans extended to its
customers and securities held in the Bank's portfolio comprise the major portion
of the Bank's earnings. These rates are highly sensitive to many factors that
are beyond the Bank's control. Accordingly, the Bank's earnings and growth are
subject to the influence of domestic and foreign economic conditions, including
inflation, recession and unemployment.

    The commercial banking business is not only affected by general economic
conditions but is also influenced by the monetary and fiscal policies of the
federal government and the policies of regulatory agencies, particularly the
Board of Governors of the Federal Reserve System ("FRB"). The FRB implements
national monetary policies (with objectives such as curbing inflation and
combating recession) by its open-market operations in U.S. Government
securities, by adjusting the required level of reserves for financial
institutions subject to its reserve requirements and by varying the discount
rates applicable to borrowings by depository institutions. The actions of the
FRB in these areas influence the growth of Bank loans, investments and deposits
and also affects interest rates charged on loans and paid on deposits. The
nature and impact of any future changes in monetary policies cannot be
predicted.

CAPITAL STANDARDS

    The Federal Reserve Board and FDIC have adopted risk-based minimum capital
guidelines (for bank holding companies and insured non-member state banks,
respectively) intended to provide a measure of capital that reflects the degree
of risk associated with a banking organization's operations for both
transactions reported on the balance sheet as assets and transactions, such as
letters of credit and recourse arrangements, which are recorded as off balance
sheet items. Under these guidelines, nominal dollar amounts of assets and credit
equivalent amounts of off balance sheet items are multiplied by one of several
risk adjustment percentages, which range from 0% for assets with low credit
risk, such as certain U.S. Treasury securities, to 100% for assets with
relatively high credit risk, such as business loans.

                                       7
<PAGE>
    A banking organization's risk-based capital ratios are obtained by dividing
its qualifying capital by its total risk adjusted assets. The regulators measure
risk-adjusted assets, which includes off balance sheet items, against both total
qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2
capital) and Tier 1 capital. Tier 1 capital consists primarily of common stock,
retained earnings, noncumulative perpetual preferred stock (cumulative perpetual
preferred stock for bank holding companies) and minority interests in certain
subsidiaries, less most intangible assets. Tier 2 capital may consist of a
limited amount of the allowance for possible loan and lease losses, cumulative
preferred stock, long-term preferred stock, eligible term subordinated debt and
certain other instruments with some characteristics of equity. The inclusion of
elements of Tier 2 capital is subject to certain other requirements and
limitations of the federal banking agencies. The federal banking agencies
require a minimum ratio of qualifying total capital to risk-adjusted assets of
8% and a minimum ratio of Tier 1 capital to risk-adjusted assets of 4%.

    In addition to the risked-based guidelines, federal banking regulators
require banking organizations to maintain a minimum amount of Tier 1 capital to
total assets, referred to as the leverage ratio. For a banking organization
rated in the highest of the five categories used by regulators to rate banking
organizations, the minimum leverage ratio of Tier 1 capital to total assets is
3%. For all banking organizations not rated in the highest category, the minimum
leverage ratio must be at least 100 to 200 basis points above the 3% minimum, or
4% to 5%. In addition to these uniform risk-based capital guidelines and
leverage ratios that apply across the industry, the regulators have the
discretion to set individual minimum capital requirements for specific
institutions at rates significantly above the minimum guidelines and ratios.

    In June 1996, the federal banking agencies adopted a joint agency policy
statement to provide guidance on managing interest rate risk. These agencies
indicated that the adequacy and effectiveness of a bank's interest rate risk
management process and the level of its interest rate exposures are critical
factors in the agencies' evaluation of the Bank's capital adequacy. A bank with
material weaknesses in its risk management process or high levels of exposure
relative to its capital will be directed by the agencies to take corrective
action. Such actions will include recommendations or directions to raise
additional capital, strengthen management expertise, improve management
information and measurement systems, reduce levels of exposure, or some
combination thereof depending upon the individual institution's circumstances.

    The federal banking agencies issued an interagency policy statement on the
allowance for loan and lease losses which, among other things, establishes
certain benchmark ratios of loan loss reserves to classified assets. The
benchmark set forth by such policy statement is the sum of (a) assets classified
loss; (b) 50 percent of assets classified doubtful; (c) 15 percent of assets
classified substandard; and (d) estimated credit losses on other assets over the
upcoming 12 months.

    Federally supervised banks and savings associations are currently required
to report deferred tax assets in accordance with SFAS No. 109. The federal
banking agencies recently issued final rules governing banks and bank holding
companies, which became effective April 1, 1995, which limit the amount of
deferred tax assets that are allowable in computing an institutions regulatory
capital. The standard has been in effect on an interim basis since March 1993.
Deferred tax assets that can be realized for taxes paid in prior carryback years
and from future reversals of existing taxable temporary differences are
generally not limited. Deferred tax assets that can only be realized through
future taxable earnings are limited for regulatory capital purposes to the
lesser of (i) the amount that can be realized within one year of the quarter-end
report date, or (ii) 10% of Tier 1 Capital. The amount of any deferred tax in
excess of this limit would be excluded from Tier 1 Capital and total assets and
regulatory capital calculations.

                                       8
<PAGE>
    The following table presents the amounts of regulatory capital and the
capital ratios for the Bank, compared to its minimum regulatory capital
requirements as of December 31, 2000

<TABLE>
<CAPTION>
                                                                  DECEMBER 31, 2000
                                                              --------------------------
                                                                         MINIMUM CAPITAL
                                                               ACTUAL      REQUIREMENT
                                                              --------   ---------------
<S>                                                           <C>        <C>
Leverage ratio..............................................     9.5%          4.0%
Tier 1 risk-based ratio.....................................    11.0%          4.0%
Total risk-based ratio......................................    12.3%          8.0%
</TABLE>

    Under applicable regulatory guidelines, the Bank was considered "Well
Capitalized" at December 31, 2000. For more information concerning the capital
ratios of the Company and the Bank, see Note 14 to the Americorp Financial
Statements contained in Item 8 of this Report.

    On January 1, 1998, new legislation became effective which, among other
things, gave the power to the DFI to take possession of the business and
properties of a bank in the event that the tangible shareholders' equity of the
Bank is less than the greater of (i) 3% of the Bank's total assets or
(ii) $1,000,000.

    Future changes in regulations or practices could further reduce the amount
of capital recognized for purposes of capital adequacy. Such a change could
affect the ability of the Bank to grow and could restrict the amount of profits,
if any, available for the payment of dividends.

PROMPT CORRECTIVE ACTION

    Federal law requires each federal banking agency to take prompt corrective
action to resolve the problems of insured depository institutions, including but
not limited to those that fall below one or more prescribed minimum capital
ratios. The law required each federal banking agency to promulgate regulations
defining the following five categories in which an insured depository
institution will be placed, based on the level of its capital ratios: well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized.

    An insured depository institution generally will be classified in the
following categories based on capital measures indicated below:

<TABLE>
<S>                                        <C>
           "Well capitalized"                      "Adequately capitalized"
-----------------------------------------  -----------------------------------------

Total risk-based capital of 10%;           Total risk-based capital of 8%;
Tier 1 risk-based capital of 6%; and       Tier 1 risk-based capital of 4%; and
Leverage ratio of 5%.                      Leverage ratio of 4%.

           "Undercapitalized"                  "Significantly undercapitalized"
-----------------------------------------  -----------------------------------------

Total risk-based capital less than 8%;     Total risk-based capital less than 6%;
Tier 1 risk-based capital less than 4%;    Tier 1 risk-based capital less than 3%;
or                                         or
Leverage ratio less than 4%.               Leverage ratio less than 3%.

      "Critically undercapitalized"
-----------------------------------------

Tangible equity to total assets less than
2%.
</TABLE>

                                       9
<PAGE>
    An institution that, based upon its capital levels, is classified as "well
capitalized," "adequately capitalized" or undercapitalized" may be treated as
though it were in the next lower capital category if the appropriate federal
banking agency, after notice and opportunity for hearing, determines that an
unsafe or unsound condition or an unsafe or unsound practice warrants such
treatment. At each successive lower capital category, an insured depository
institution is subject to more restrictions. The federal banking agencies,
however, may not treat an institution as "critically undercapitalized" unless
its capital ratio actually warrants such treatment.

    The law prohibits insured depository institutions from paying management
fees to any controlling persons or, with certain limited exceptions, making
capital distributions if after such transaction the institution would be
undercapitalized. If an insured depository institution is undercapitalized, it
will be closely monitored by the appropriate federal banking agency, subject to
asset growth restrictions and required to obtain prior regulatory approval for
acquisitions, branching and engaging in new lines of business. Any
undercapitalized depository institution must submit an acceptable capital
restoration plan to the appropriate federal banking agency 45 days after
becoming undercapitalized. The appropriate federal banking agency cannot accept
a capital plan unless, among other things, it determines that the plan
(i) specifies the steps the institution will take to become adequately
capitalized, (ii) is based on realistic assumptions and (iii) is likely to
succeed in restoring the depository institution's capital. In addition, each
company controlling an undercapitalized depository institution must guarantee
that the institution will comply with the capital plan until the depository
institution has been adequately capitalized on an average basis during each of
four consecutive calendar quarters and must otherwise provide adequate
assurances of performance. The aggregate liability of such guarantee is limited
to the lesser of (a) an amount equal to 5% of the depository institution's total
assets at the time the institution became undercapitalized or (b) the amount
which is necessary to bring the institution into compliance with all capital
standards applicable to such institution as of the time the institution fails to
comply with its capital restoration plan. Finally, the appropriate federal
banking agency may impose any of the additional restrictions or sanctions that
it may impose on significantly undercapitalized institutions if it determines
that such action will further the purpose of the prompt correction action
provisions. An insured depository institution that is significantly
undercapitalized, or is undercapitalized and fails to submit, or in a material
respect to implement, an acceptable capital restoration plan, is subject to
additional restrictions and sanctions. These include, among other things: (i) a
forced sale of voting shares to raise capital or, if grounds exist for
appointment of a receiver or conservator, a forced acquisition;
(ii) restrictions on transactions with affiliates; (iii) further limitations on
interest rates paid on deposits; (iv) further restrictions on growth or required
shrinkage; (v) modification or termination of specified activities;
(vi) replacement of directors or senior executive officers; (vii) prohibitions
on the receipt of deposits from correspondent institutions; (viii) restrictions
on capital distributions by the holding companies of such institutions;
(ix) required divestiture of subsidiaries by the institution; or (x) other
restrictions as determined by the appropriate federal banking agency. Although
the appropriate federal banking agency has discretion to determine which of the
foregoing restrictions or sanctions it will seek to impose, it is required to
force a sale of voting shares or merger, impose restrictions on affiliate
transactions and impose restrictions on rates paid on deposits unless it
determines that such actions would not further the purpose of the prompt
corrective action provisions. In addition, without the prior written approval of
the appropriate federal banking agency, a significantly undercapitalized
institution may not pay any bonus to its senior executive officers or provide
compensation to any of them at a rate that exceeds such officer's average rate
of base compensation during the 12 calendar months preceding the month in which
the institution became undercapitalized.

    Further restrictions and sanctions are required to be imposed on insured
depository institutions that are critically undercapitalized. For example, a
critically undercapitalized institution generally would be prohibited from
engaging in any material transaction other than in the ordinary course of
business without prior regulatory approval and could not, with certain
exceptions, make any payment of principal or interest on its subordinated debt
beginning 60 days after becoming critically

                                       10
<PAGE>
undercapitalized. Most importantly, however, except under limited circumstances,
the appropriate federal banking agency, not later than 90 days after an insured
depository institution becomes critically undercapitalized, is required to
appoint a conservator or receiver for the institution. The board of directors of
an insured depository institution would not be liable to the institution's
shareholders or creditors for consenting in good faith to the appointment of a
receiver or conservator or to an acquisition or merger as required by the
regulator.

    In addition to measures taken under the prompt corrective action provisions,
commercial banking organizations may be subject to potential enforcement actions
by the federal regulators for unsafe or unsound practices in conducting their
businesses or for violations of any law, rule, regulation or any condition
imposed in writing by the agency or any written agreement with the agency.

SAFETY AND SOUNDNESS STANDARDS

    Effective in 1995 the federal banking agencies adopted final guidelines
establishing standards for safety and soundness, as required by the Federal
Deposit Insurance Corporation Improvement Act of 1991 (FDICIA). These standards
are designed to identify potential safety and soundness concerns and ensure that
action is taken to address those concerns before they pose a risk to the deposit
insurance fund. The standards relate to (i) internal controls, information
systems and internal audit systems; (ii) loan documentation; (iii) credit
underwriting; (iv) asset growth; (v) earnings; and (vi) compensation, fees and
benefits. If a federal banking agency determines that an institution fails to
meet any of these standards, the agency may require the institution to submit to
the agency an acceptable plan to achieve compliance with the standard. In the
event the institution fails to submit an acceptable plan within the time allowed
by the agency or fails in any material respect to implement an accepted plan,
the agency must, by order, require this institution to correct the deficiency.
Effective October 1, 1996, the federal banking agencies promulgated safety and
soundness regulations and accompanying interagency compliance guidelines on
asset quality and earnings standards. These new guidelines provide six standards
for establishing and maintaining a system to identify problem assets and prevent
those assets from deteriorating. The institution should (i) conduct periodic
asset quality reviews to identify problem assets; (ii) estimate the inherent
losses in those assets and establish reserves that are sufficient to absorb
estimated losses; (iii) compare problem asset totals to capital; (iv) take
appropriate corrective action to resolve problems assets; (v) consider the size
and potential risks of material asset concentrations; and (vi) provide periodic
asset reports with adequate information for management and the board of
directors to assess the level of risk. These new guidelines also set forth
standards for evaluating and monitoring earnings and for ensuring that earnings
are sufficient for the maintenance of adequate capital and reserves. If an
institution fails to comply with a safety and soundness standard, the
appropriate federal banking agency may require the institution to submit a
compliance plan. Failure to submit a compliance plan or to implement an accepted
plan may result in enforcement action.

PREMIUMS FOR DEPOSIT INSURANCE

    All deposits of the Bank are insured by the FDIC and are subject to FDIC
insurance assessment. The amount of FDIC assessment paid by individual insured
depository institutions is based upon their relative risk as measured by
regulatory capital ratios and certain other factors. As a result of its "Well
Capitalized" status, the Bank currently pays approximately $43,000 per year.

INTERSTATE BANKING AND BRANCHING

    On September 29, 1994, the President signed into law the Rieglel Neal
Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Act").
Under the Interstate Act, beginning one year after the date of enactment, a bank
holding company that is adequately capitalized and managed may obtain approval
under Bank Holding Company Act to acquire an existing bank located in another
state without regard to state law. A bank holding company would not be permitted
to make such an

                                       11
<PAGE>
acquisition if, upon consummation, it would control (a) more than 10% of the
total amount of deposits of insured depository institutions in the United States
or (b) 30% or more of the deposits in the state in which it is located. A state
may limit the percentage of total deposits that may be held in that state by any
one bank or bank holding company if application of such limitation does not
discriminate against out-of-state banks. An out-of-state bank holding company
may not acquire a state bank in existence for less than a minimum length of time
that may be prescribed by state law except that a state may not impose more than
a five-year existence requirement.

    The Interstate Act also permits, beginning June 1, 1997, mergers of insured
banks located in different states and conversion of the branches of the acquired
bank into branches of the resulting bank. Each state may permit such
combinations earlier than June 1, 1997, and may adopt legislation to prohibit
interstate mergers after that date in that state or in other states by that
state's banks. The same concentration limits discussed in the preceding
paragraph apply. The Interstate Act also permits a national or state bank to
establish branches in a state other than its home state if permitted by the laws
of that state, subject to the same requirements and conditions as for a merger
transaction.

    In 1995, California adopted "opt in" legislation under the Interstate Act
that permits out-of-state banks to acquire California banks that satisfy a
five-year minimum age requirement (subject to exceptions for supervisory
transactions) by means of merger or purchases of assets, although entry through
acquisition of individual branches of California institutions and de novo
branching into California are not permitted. The Interstate Act and the
California branching statute will likely increase competition from out-of-state
banks in the markets in which the Company intends to operate, although it is
difficult to assess the impact that such increased competition may have on the
Company's operations. The Interstate Act may increase competition in the
Company's market areas especially from larger financial institutions and their
holding companies. It is difficult to assess the impact each likely increased
competition may have on the Company's operations.

COMMUNITY REINVESTMENT ACT AND FAIR LENDING DEVELOPMENTS

    The Bank is subject to certain fair lending requirements and reporting
obligations involving home mortgage lending operations and Community
Reinvestment Act ("CRA") activities. The CRA generally requires the federal
banking agencies to evaluate the record of a financial institution in meeting
the credit needs of their local communities, including low and moderate-income
neighborhoods. In addition to substantial penalties and corrective measures that
may be required for a violation of certain fair lending laws, the federal
banking agencies may take compliance with such laws and CRA into account when
regulating and supervising other activities.

    In 1995 the federal banking agencies issued final regulations which change
the manner in which they measure a bank's compliance with CRA obligations. The
final regulations adopt a performance-based evaluation system which bases CRA
ratings on an institution's actual lending, service and investment performance,
rather than the extent to which the institution conducts needs assessments,
documents community outreach activities or complies with other procedural
requirements.

    In 1994 the federal Interagency Task Force on Fair Leading issued a policy
statement on discrimination in lending. The policy statement describes the three
methods that federal agencies will use to prove discrimination: overt evidence
of discrimination, evidence of disparate treatment and evidence of disparate
impact.

    In connection with its assessment of CRA performance, the appropriate bank
regulatory agency assigns a rating of "outstanding," "satisfactory," "needs to
improve" or "substantial noncompliance." The Bank has consistently been rated
"satisfactory."

                                       12
<PAGE>
FINANCIAL MODERNIZATION LEGISLATION

    On November 12, 1999, the President signed into law the Gramm-Leach-Bliley
Act, or GLB Act, which significantly changed the regulatory structure and
oversight of the financial services industry. The GLB Act revises the Bank
Holding Company Act of 1956 and repeals the affiliation provisions of the
Glass-Steagall Act of 1933, permitting a qualifying holding company, called a
financial holding company, to engage in a full range of financial activities,
including banking, insurance, and securities activities, as well as merchant
banking and additional activities that are "financial in nature" or
"complementary" to such financial activities. The GLB Act thus provides expanded
financial affiliation opportunities for existing bank holding companies and
permits various non-bank financial services providers to acquire banks by
allowing bank holding companies to engage in activities such as securities
underwriting, and underwriting and brokering of insurance products. The GLB Act
also expands passive investments by financial holding companies in any type of
company, financial or nonfinancial, through merchant banking and insurance
company investments. In order for a bank holding company to qualify as a
financial holding company, its subsidiary depository institutions must be
"well-capitalized" and "well-managed" and have at least a "satisfactory"
Community Reinvestment Act rating.

    The GLB Act also reforms the regulatory framework of the financial services
industry. Under the GLB Act, financial holding companies are subject to primary
supervision by the FRB while current federal and state regulators of financial
holding company regulated subsidiaries such as insurers, broker-dealers,
investment companies and banks generally retain their jurisdiction and
authority. In order to implement its underlying purposes, the GLB Act preempts
state laws restricting the establishment of financial affiliations authorized or
permitted under the GLB Act, subject to specified exceptions for state insurance
regulators. With regard to securities laws, the GLB Act removes the current
blanket exemption for banks from the broker-dealer registration requirements
under the Securities Exchange Act of 1934, amends the Investment Company Act of
1940 with respect to bank common trust fund and mutual fund activities, and
amends the Investment Advisers Act of 1940 to require registration of banks that
act as investment advisers for mutual funds.

    The GLB Act also includes provisions concerning subsidiaries of banks,
permitting a bank to engage in most financial activities through a financial
subsidiary, provided that the Bank and its depository institution affiliates are
"well capitalized" and "well managed" and meet certain other qualification
requirements relating to total assets, subordinated debt, capital, risk
management, and affiliate transactions. With respect to subsidiaries of state
banks, new activities as "principal" would be limited to those permissible for a
bank financial subsidiary. The GLB Act requires a state bank with a financial
subsidiary permitted under the GLB Act as well as its depository institution
affiliates to be "well capitalized," and also subjects the Bank to the same
capital, risk management and affiliate transaction rules as applicable to banks.
The provisions of the GLB Act relating to financial holding companies became
effective 120 days after its enactment excluding the federal preemption
provisions, which became effective on the date of enactment.

    The GLB Act will likely increase competition in the markets in which the
Bank operates, although it is difficult to assess the impact that such increased
competition may have on the Bank's operations.

POTENTIAL ENFORCEMENT ACTIONS

    Commercial banking organizations and bank holding companies, such as the
Bank and the Company, may be subject to potential enforcement actions by federal
and state bank regulatory officials for unsafe or unsound practices in
conducting their businesses or for violations of any law, rule, regulation or
any condition imposed in writing by the agency or any written agreement with the
agency. Enforcement actions may include the imposition of a conservator or
receiver, the issuance of a cease and desist order that can be judicially
enforced, the termination of insurance of deposits (in the case of a depository
institution), the imposition of civil money penalties, the issuance of
directives to increase

                                       13
<PAGE>
capital, the issuance of formal and informal agreements, the issuance of removal
and prohibition orders against institution-affiliated parties and the
enforcement of such actions through injunctions or restraining orders based upon
a judicial determination that the agency would be harmed if such equitable
relief was not granted.

HAZARDOUS WASTE CLEAN-UP COSTS

    Management is aware of recent legislation and cases relating to hazardous
waste clean-up costs and potential liability. Based on a general survey of the
loan portfolios of the Bank, conversations with local authorities and
appraisers, and the type of lending currently and historically done by the Bank
(the Bank has generally not made the types of loans generally associated with
hazardous waste contamination problems), management is not aware of any
potential liability for hazardous waste contamination.

OTHER REGULATIONS AND POLICIES

    The federal regulatory agencies have adopted regulations that implement
Section 304 of FDICIA which requires federal banking agencies to adopt uniform
regulations prescribing standards for real estate lending. Each insured
depository institution must adopt and maintain a comprehensive written real
estate lending policy, developed in conformance with prescribed guidelines, and
each agency has specified loan-to-value limits in guidelines concerning various
categories of real estate loans.

    Various requirements and restrictions under the laws of the United States
and the State of California affect the operations of the Bank. Federal
regulations include requirements to maintain non-interest bearing reserves
against deposits, limitations on the nature and amount of loans which may be
made, and restrictions on payment of dividends. The California Commissioner of
Financial Institutions approves the number and locations of the branch offices
of a bank. California law exempts banks from the usury laws.

BUSINESS CONCENTRATIONS

    As of December 31, 2000, the Company had approximately $266 million in
assets and $238 million in deposits. No individual or single group of related
accounts is considered material in relation to the Company's totals, or in
relation to its overall business.

MONETARY POLICY

    Banking is a business which depends on rate differentials. In general, the
difference between the interest paid by the Bank on its deposits and its other
borrowings and the interest rate received by the Bank on loans extended to its
clients and securities held in the Bank investment portfolios will comprise a
major portion of the Bank's earnings.

    The earnings and growth of the Bank will be affected not only by general
economic conditions, both domestic and international, but also by the monetary
and fiscal policies of the United States and its agencies, particularly the
Federal Reserve Board. The Federal Reserve Board can and does implement national
monetary policy, such as seeking to curb inflation and combat recession, by its
open market operations in U.S. Government securities, limitations upon savings
and time deposit interest rates, and adjustments to the discount rates
applicable to borrowings by banks which are members of the Federal Reserve
System. The actions of the Federal Reserve Board influence the growth of bank
loans, investments and deposits and also affect interest rates charged on loans
and paid on deposits. The nature and impact that future changes in fiscal or
monetary policies or economic controls may have on the Bank's businesses and
earnings cannot be predicted.

                                       14
<PAGE>
COMPETITION

    The banking business in California generally, and is the Bank's primary
service areas specifically, is highly competitive with respect to both loans and
deposits, and is dominated by a relatively small number of major banks with many
offices and operations over a wide geographic area. Among the advantages such
major banks have over the Bank are their ability to finance and wide-ranging
advertising campaigns and to allocate their investment assets to regions of
higher yield and demand. Such banks offer certain services such as trust
services and international banking which are not offered directly by the Bank
(but which can be offered indirectly by the Bank through correspondent
institutions). In addition, by virtue of their greater total capitalization,
such banks have substantially higher lending limits than the Bank. (Legal
lending limits to an individual client are based upon a percentage of a bank's
total capital accounts.) Other entities, both governmental and in private
industry, seeking to raise capital through the issuance and sale of debt or
equity securities also provide competition for the Bank is the acquisition of
deposits. Banks also compete with money market funds and other money market
instruments which are not subject to interest rate ceilings.

    In order to compete with other competitors in their primary service areas,
the Bank attempts to use to the fullest extent the flexibility which their
independent status permits. This includes an emphasis on specialized services,
local promotional activity, and personal contacts by their respective officers,
directors and employees. In particular, each of the banks offers highly
personalized banking services.

EMPLOYEES

    At December 31, 2000, the Bank had a total of 104 full-time equivalent
employees and 19 part-time employees. The Bank believes that its employee
relations are satisfactory.

ITEM 2. PROPERTIES

    All of ACB's offices are leased. See Note 4 to the Americorp Financial
Statements contained in Item 8 of this Report for certain additional information
concerning the amount of ACB's lease commitments. Americorp has no separate
facilities.

ITEM 3. LEGAL PROCEEDINGS

    The Bank is, from time to time, subject to various pending and threatened
legal actions which arise out of the normal course of its business. Neither the
Company nor the Bank is a party to any pending legal or administrative
proceedings (other than ordinary routine litigation incidental to the Company's
or the Bank's business) and no such proceedings are known to be contemplated.

    There are no material proceedings adverse to the Company or the Bank to
which any director, officer, affiliate of the Company or 5% shareholder of the
Company or the Bank, or any associate of any such director, officer, affiliate
or 5% shareholder of the Company or Bank is a party, and none of the above
persons has a material interest adverse to the Company or the Bank.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.

                                       15
<PAGE>
                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

    Americorp Common Stock is listed on the OTC Bulletin Board and trades under
the symbol "AICA." Trading in the stock has not been extensive.

    The management of Americorp is aware of four securities dealers who maintain
an inventory and makes a market in Americorp Common Stock-Maguire Investments,
Santa Maria, California; Monroe Securities, Inc., Rochester, New York; Hoefer &
Arnett, San Francisco, California; and Crowell Weedon and Co., Encino,
California.

    The following prices do not necessarily include retail markups, markdowns or
commissions and may not necessarily represent actual transactions. Additionally,
there may have been transactions at prices other than those shown below. All
prices have been adjusted for the two-for-one stock split of the Common Stock
which was effective on April 15, 1999.

<TABLE>
<CAPTION>
QUARTER                   HIGH       LOW
-------                 --------   --------
<S>                     <C>        <C>
1st '99.......           $20.00     $19.50
2nd '99.......            19.75      18.75
3rd '99.......            20.50      18.50
4th '99.......            19.63      17.88

1st '00.......           $19.00     $15.38
2nd '00.......            18.00      16.00
3rd '00.......            17.00      15.63
4th '00.......            20.00      15.00
</TABLE>

SHAREHOLDERS

    As of March 1, 2001, there were approximately 393 holders of Americorp
Common Stock. There are no other classes of equity securities outstanding.

DIVIDENDS

    The Company is a legal entity separate and distinct from the Bank. The
Company's shareholders are entitled to receive dividends when and as declared by
its Board of Directors, out of funds legally available therefor, subject to the
restrictions set forth in the California General Corporation Law (the
"Corporation Law"). The Corporation Law provides that a corporation may make a
distribution to its shareholders if the corporation's retained earnings equal at
least the amount of the proposed distribution. The Corporation Law also provides
that, in the event that sufficient retained earnings are not available for the
proposed distribution, a corporation may nevertheless make a distribution to its
shareholders if it meets two conditions, which generally stated are as follows:
(i) the corporation's assets equal at least 1 1/4 times its liabilities, and
(ii) the corporation's current assets equal at least its current liabilities or,
if the average of the corporation's earnings before taxes on income and before
interest expenses for the two preceding fiscal years was less than the average
of the corporation's interest expenses for such fiscal years, then the
corporation's current assets must equal at least 1 1/4 times its current
liabilities.

    The ability of the Company to pay a cash dividend depends largely on the
Bank's ability to pay a cash dividend to the Company. The payment of cash
dividends by the Bank is subject to restrictions set forth in the California
Financial Code (the "Financial Code"). The Financial Code provides that a bank
may not make a cash distribution to its shareholders in excess of the lesser of
(a) the bank's

                                       16
<PAGE>
retained earnings; or (b) the bank's net income for its last three fiscal years,
less the amount of any distributions made by the bank or by any majority-owned
subsidiary of the bank to the shareholders of the bank during such period.
However, a bank may, with the approval of the DFI, make a distribution to its
shareholders in an amount not exceeding the greater of (x) its retained
earnings; (y) its net income for its last fiscal year; or (z) its net income for
its current fiscal year. In the event that the DFI determines that the
shareholders' equity of a bank is inadequate or that the making of a
distribution by the bank would be unsafe or unsound, the DFI may order the bank
to refrain from making a proposed distribution. The FDIC may also restrict the
payment of dividends if such payment would be deemed unsafe or unsound or if
after the payment of such dividends, the Bank would be included in one of the
"undercapitalized" categories for capital adequacy purposes pursuant to federal
law. (See, "Item 1--Description of Business--Prompt Corrective Action and Other
Enforcement Mechanisms.") Additionally, while the Federal Reserve Board has no
general restriction with respect to the payment of cash dividends by an
adequately capitalized bank to its parent holding company, the Federal Reserve
Board might, under certain circumstances, place restrictions on the ability of a
particular bank to pay dividends based upon peer group averages and the
performance and maturity of the particular bank, or object to management fees to
be paid by a subsidiary bank to its holding company on the basis that such fees
cannot be supported by the value of the services rendered or are not the result
of an arm's length transaction.

    Americorp has paid 69 consecutive quarterly cash dividends to its
shareholders. Americorp is currently paying quarterly cash dividends of $0.15
per share.

    The dividend policy of Americorp is expected to continue; however, no
assurances can be given that such policy may not change. Moreover, declarations
or payments of dividends by the Board of Directors of Americorp will depend upon
a number of factors, including capital requirements, regulatory limitations (as
discussed above), Americorp's and ACB's financial condition and results of
operations, tax considerations and general economic conditions. No assurance can
be given that any dividends will be declared or, if declared, what the amount of
dividends or their type (cash, stock or both) will be or whether such dividends,
once declared, will continue.

                                       17
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

    The following selected consolidated financial data with respect to the
Company's consolidated statement of financial position for the years ended
December 31, 2000 and 1999 and its consolidated statements of income for the
years ended December 31, 2000, 1999 and 1998 have been derived from the audited
consolidated financial statements included in Item 8 of this Form 10-K. The
consolidated financial statements give retroactive effect to the merger of the
Company's subsidiary, American Commercial Bank, with Channel Islands Bank on
December 31, 1998, in a transaction accounted for as a pooling of interest, as
discussed in Note 17 to the consolidated financial statements. This information
should be read in conjunction with such consolidated financial statements and
the notes thereto. The summary consolidated financial data with respect to
Company's consolidated statement of financial position as of December 31, 1998,
1997 and 1996 and its consolidated statements of income for the years ended
December 31, 1997 and 1996 have been derived from the audited financial
statements of the Company, which are not presented herein.

<TABLE>
<CAPTION>
                                                   AT OR FOR THE YEAR ENDED DECEMBER 31,
                                            ----------------------------------------------------
                                              2000       1999       1998       1997       1996
                                            --------   --------   --------   --------   --------
<S>                                         <C>        <C>        <C>        <C>        <C>
SUMMARY OF OPERATIONS:
  Interest Income.........................  $ 21,604   $ 18,821   $ 18,054   $ 16,575   $ 15,120
  Interest Expense........................     5,865      4,604      4,972      4,626      4,593
                                            --------   --------   --------   --------   --------
  Net Interest Income.....................    15,739     14,217     13,082     11,949     10,527
  Provision for Loan Losses...............     1,634        720        523        780      1,743
                                            --------   --------   --------   --------   --------
  Net Interest Income After Provision for
    Loan Losses...........................    14,105     13,497     12,559     11,169      8,784
  Noninterest Income......................     2,746      2,898      2,708      2,719      1,955
  Noninterest Expense.....................    12,158     11,928     13,425     11,013      9,938
                                            --------   --------   --------   --------   --------
  Income Before Income Taxes..............     4,693      4,467      1,842      2,875        801
  Income Taxes............................     1,029      1,145        678        972        272
                                            --------   --------   --------   --------   --------
  Net Income..............................  $  3,664   $  3,322   $  1,164   $  1,903   $    529
                                            ========   ========   ========   ========   ========
  Dividends...............................  $  1,110   $    928   $    615   $    581   $    572
PER SHARE DATA:
  Net Income--Basic.......................  $   1.75   $   1.60   $   0.59   $   1.04   $   0.29
  Net Income--Diluted.....................  $   1.73   $   1.49   $   0.55   $   0.93   $   0.26
  Book Value..............................  $  12.18   $  10.96   $   9.94   $   9.59   $   8.90
STATEMENTS OF FINANCIAL CONDITION SUMMARY:
  Total Assets............................  $266,495   $245,966   $241,725   $223,252   $201,680
  Total Deposits..........................   238,149    209,877    217,721    201,795    183,047
  Securities..............................    18,720     27,364     32,388     39,262     39,199
  Loans, net..............................   193,923    179,347    152,638    134,027    114,798
  Allowance for Loan Losses (ALLL)........     3,553      1,978      1,953      1,966      1,535
  Total Shareholders' Equity..............    25,512     23,064     20,396     17,907     16,068
SELECTED RATIOS:
  Return on Average Assets................      1.44%      1.36%      0.51%      0.92%      0.27%
  Return on Average Equity................     15.17%     15.32%      6.00%     11.33%      3.24%
  Net Interest Margin.....................      6.94%      6.58%      6.56%      6.60%      6.22%
  Dividend Payout Ratio...................     30.29%     27.93%     52.84%     30.53%    108.13%
  Non-performing Loans to Total Loans.....      0.39%      0.99%      1.65%      1.45%      0.96%
  Non-performing Assets to Total Assets...      0.41%      0.82%      1.06%      1.01%      0.58%
  ALLL to Non-performing Loans............    456.10%    109.65%     76.17%     99.70%    136.81%
  Average Shareholders' Equity to Average
    Assets................................      9.49%      8.90%      8.51%      8.10%      8.37%
</TABLE>

                                       18
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

EARNINGS OVERVIEW

    The Company reported earnings of $3.7 million in 2000, or $1.73 diluted
earnings per share. This represents an increase of 10.3% from 1999 when earnings
were $3.3 million. This increase was primarily the result of a $1.5 million
increase in net interest income reduced by a $914,000 increase in the provision
for loans losses plus a slight increase in noninterest expenses.

    The Company reported net earnings of $3.3 million or $1.49 diluted earnings
per share for 1999. This represents almost a threefold increase from 1998 when
net earnings were $1.2 million or $0.55 diluted earnings per share. This
significant increase occurred as the Company experienced strong growth in
operating income (up approximately 8%) and significantly lowers operating costs
(down approximately 12%). Nonrecurring 1998 costs associated with the CIB merger
and a reduction of approximately 10% in personnel costs represented the majority
of this decline.

    The following table sets forth several key operating ratios for 2000, 1999
and 1998:

<TABLE>
<CAPTION>
                                                                FOR THE YEAR ENDED
                                                                   DECEMBER 31,
                                                       ------------------------------------
                                                         2000          1999          1998
                                                       --------      --------      --------
<S>                                                    <C>           <C>           <C>
Return on Average Assets.............................    1.44%         1.36%         0.51%
Return on Average Equity.............................   15.17%        15.32%         6.00%
Dividend Payout Ratio................................   30.29%        27.93%        52.84%
Average Shareholder's Equity to Average Total
  Assets.............................................    9.49%         8.90%         8.51%
</TABLE>

DISTRIBUTION OF ASSETS, LIABILITIES, AND SHAREHOLDERS' EQUITY

    The following table presents, for the years indicated, the distribution of
average assets, liabilities and shareholders' equity, as well as the total
dollar amounts of interest income from average interest-earning assets and the
resultant yields, and the dollar amounts of interest expense and average
interest-bearing liabilities, expressed both in dollars and in rates. Nonaccrual
loans are included in the calculation of the average balances of loans, and
interest not accrued is excluded (dollar amounts in thousands).

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                 FOR THE YEAR ENDED DECEMBER 31,
                                 ------------------------------------------------------------------------------------------------
                                              2000                             1999                             1998
                                 ------------------------------   ------------------------------   ------------------------------
                                                       AVERAGE                          AVERAGE                          AVERAGE
                                            INTEREST   YIELD OR              INTEREST   YIELD OR              INTEREST   YIELD OR
                                 AVERAGE     EARNED      RATE     AVERAGE     EARNED      RATE     AVERAGE     EARNED      RATE
                                 BALANCE    OR PAID      PAID     BALANCE    OR PAID      PAID     BALANCE    OR PAID      PAID
                                 --------   --------   --------   --------   --------   --------   --------   --------   --------
<S>                              <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
ASSETS
Interest-Earning Assets:
  Investment Securities........  $ 22,808   $  1,335      5.85%   $ 28,925   $ 1,596      5.52%    $ 35,834   $ 2,002      5.59%
  Federal Funds Sold...........    11,414        721      6.32%     19,229       932      4.85%      21,565     1,110      5.15%
  Other Earning Assets.........        --         --      0.00%         --        --      0.00%       1,189        68      5.72%
  Loans........................   192,625     19,548     10.15%    168,042    16,293      9.70%     140,848    14,874     10.56%
                                 --------   --------              --------   -------               --------   -------
Total Interest-Earning
  Assets.......................   226,847     21,604      9.52%    216,196    18,821      8.71%     199,436    18,054      9.05%
Cash and Due From Banks........    22,436                           21,190                           21,281
Premises and Equipment.........     1,510                            2,074                            2,348
Other Real Estate Owned........       244                              519                               96
Accrued Interest and Other
  Assets.......................     6,134                            5,625                            6,714
Allowance for Loan Losses......    (2,547)                          (1,882)                          (1,947)
                                 --------                         --------                         --------
Total Assets...................  $254,624                         $243,722                         $227,928
                                 ========                         ========                         ========

LIABILITIES AND SHAREHOLDERS'
  EQUITY
Interest-Bearing Liabilities:
  Money Market and NOW.........  $ 63,858      1,317      2.06%   $ 65,767     1,209      1.84%    $ 66,501     1,352      2.03%
  Savings......................    17,340        342      1.97%     18,568       367      1.98%      18,017       389      2.16%
  Time Deposits under
    $100,000...................    42,690      2,353      5.51%     36,943     1,694      4.59%      35,173     1,823      5.18%
  Time Deposits of $100,000 or
    More.......................    31,299      1,817      5.81%     26,973     1,329      4.93%      26,398     1,408      5.33%
  Other........................       464         36      7.76%        110         5      4.55%          --        --       n/a
                                 --------   --------              --------   -------               --------   -------
Total Interest-Bearing
  Liabilities..................   155,651      5,865      3.77%    148,361     4,604      3.10%     146,089     4,972      3.40%
Noninterest-Bearing
  Liabilities:
  Demand Deposits..............    72,239                           70,774                           59,383
  Other Liabilities............     2,575                            2,896                            3,062
  Shareholders' Equity.........    24,159                           21,691                           19,394
                                 --------                         --------                         --------
Total Liabilities and
  Shareholders' Equity.........  $254,624                         $243,722                         $227,928
                                 ========                         ========                         ========
  Net Interest Income..........             $ 15,739                         $14,217                          $13,082
                                            ========                         =======                          =======
Net Yield on Interest-Earning
  Assets.......................                           6.94%                           6.58%                            6.56%
</TABLE>

                                       20
<PAGE>
EARNINGS ANALYSIS

NET INTEREST INCOME

    Net interest income is the amount by which the interest and amortization of
fees generated from loans and other earning assets exceeds the cost of funding
those assets, usually deposit account interest expense. Net interest income
depends on the difference (the "interest rate spread") between gross interest
and fees earned on the loans and investment portfolios and the interest rates
paid on deposits and borrowings.

    Net interest income for 2000 was $15.7 million, an increase of $1.5 million
or 10.7% when compared to $14.2 million in 1999. This increase was attributable
to the growth in interest-earning assets and an increase in the net yield on
interest-earning assets from 6.58% in 1999 compared to 6.94% in 2000.
Interest-earning assets increased $10.7 million or 4.9% to $226.8 million in
2000 compared to $216.2 million in 1999. Contributing to the overall increase in
the net yield on interest-earning assets was the Company's growth in average
loans, which increased $24.6 million. This growth was funded partially by the
$7.3 million increase in interest-bearing liabilities and balance was funded by
reducing the lower yielding investments and federal funds sold.

    Net interest income for 1999 was $14.2 million, an increase of $1.1 million
or 8.7% when compared to $13.1 million in 1998. This increase was primarily
attributable to the growth in interest-earning assets, as the net yield on
interest-earning assets was relatively unchanged at 6.58% in 1999 compared to
6.56% in 1998. Interest-earning assets increased $16.8 million or 8.4% to
$216.2 million in 1999 compared to $199.4 million in 1998.

    Interest income for 2000 was $21.6 million compared to $18.8 million in
1999. This increase of $2.8 million was comprised of additional income of
$1.7 million resulting from increased interest-earning assets and $1.1 million
resulting from an 81 basis point increase in the overall yield on interest-
earning assets. As noted above, the increase in the net yield was positively
impacted by the large increase in average loans.

    Interest income for 1999 was $18.8 million compared to $18.1 million in
1998. This increase of $0.7 million was comprised of additional income of
$2.2 million resulting from increased interest-earning assets reduced by
$1.4 million resulting from a 34 basis point decline in the overall yield on
interest-earning assets.

    Interest expense in 2000 was $5.9 million compared to $4.6 million in 1999.
This increase was due to a $7.3 million increase in total interest-bearing
liabilities and a 67 basis point increase in the net rate paid on these
liabilities. The increase in the rate paid on these liabilities was due to the
increasing rate environment experienced in late 1999 and 2000.

    Interest expense in 1999 was $4.6 million compared to $5.0 million in 1998.
This decrease was primarily attributable to declining interest rates paid on
interest-bearing liabilities, which declined 30 basis points from 3.40% in 1998
to 3.10% in 1999. The positive impact on net interest income from this rate
decline was partially offset by nominal increases in the average
interest-bearing liabilities outstanding.

    During 1999 the Company increased it average interest-earning assets by
$16.8 million while limiting its increase in interest-bearing liabilities to
$2.3 million. This apparent shortfall was funded primarily by a $11.4 million
increase in average noninterest-bearing demand deposits and a $2.3 million
increase in shareholders' equity. This form of funding has a positive impact of
the Company's net interest income.

    The following table sets forth changes in interest income and interest
expense for each major category of interest-earning asset and interest-bearing
liability, and the amount of change attributable to volume and rate changes for
the years indicated. Changes not solely attributable to rate or volume

                                       21
<PAGE>
have been allocated to volume and rate changes in proportion to the relationship
of the absolute dollar amounts of the changes in each (dollar amounts in
thousands).

<TABLE>
<CAPTION>
                                                                  YEAR ENDED                       YEAR ENDED
                                                              DECEMBER 31, 2000                DECEMBER 31, 1999
                                                                    VERSUS                           VERSUS
                                                                  YEAR ENDED                       YEAR ENDED
                                                              DECEMBER 31, 1999                DECEMBER 31, 1998
                                                        ------------------------------   ------------------------------
                                                           INCREASE (DECREASE) DUE         INCREASE (DECREASE) DUE TO
                                                                 TO CHANGE IN                      CHANGE IN
                                                        ------------------------------   ------------------------------
                                                         VOLUME      RATE      TOTAL      VOLUME      RATE      TOTAL
                                                        --------   --------   --------   --------   --------   --------
<S>                                                     <C>        <C>        <C>        <C>        <C>        <C>
INTEREST-EARNING ASSETS:
  Investment Securities...............................   $ (353)    $  92      $ (261)    $ (381)    $  (25)    $ (406)
  Federal Funds Sold..................................     (445)      234        (211)      (115)       (63)      (178)
  Other Earning Assets................................       --        --          --        (34)       (34)       (68)
  Loans...............................................    2,468       787       3,255      2,707     (1,288)     1,419
                                                         ------     -----      ------     ------     ------     ------
  TOTAL INTEREST INCOME...............................    1,670     1,113       2,783      2,177     (1,410)       767

INTEREST-BEARING LIABILITIES:
  Money Market and NOW................................      (36)      144         108        (15)      (128)      (143)
  Savings.............................................      (25)       --         (25)        12        (34)       (22)
  Time Deposits under $100,000........................      286       373         659         89       (218)      (129)
  Time Deposits $100,000 or More......................      231       257         488         30       (109)       (79)
  Other...............................................       25         6          31          3          2          5
                                                         ------     -----      ------     ------     ------     ------
  TOTAL INTEREST EXPENSE..............................      481       780       1,261        119       (487)      (368)
                                                         ------     -----      ------     ------     ------     ------
  NET INTEREST INCOME.................................   $1,189     $ 333      $1,522     $2,058     $ (923)    $1,135
                                                         ======     =====      ======     ======     ======     ======
</TABLE>

PROVISION FOR LOANS LOSSES

    The allowance for loan losses is maintained at a level that is considered
adequate to provide for the loan losses inherent in the Company's loan
portfolio. During 2000, the provision for loan losses was $1,634,000 compared to
$720,000 in 1999 and $523,000 in 1998. See "Allowance for Loan Losses" later in
this discussion for additional information on the Company's methodology for
determining the adequacy of the allowance, summary of historical loan losses and
analysis of overall asset quality.

NONINTEREST INCOME

    Noninterest income was $2.8 million in 2000, of which approximately 90% were
the traditional service charges on accounts and fees collected in commercial
banking. This amount represents 1.1% of average assets for 2000. This was
comparable to the $2.9 million, or 1.2% of average assets, reported in 1999 and
the $2.7 million, or 1.2% of average assets, reported in 1998.

                                       22
<PAGE>
NONINTEREST EXPENSE

    Noninterest expense reflects the costs of products and services related to
systems, facilities and personnel for the Company. Noninterest expense was
$12.2 million in 2000, $11.9 million in 1999 and $13.4 million in 1998. The
major components of noninterest expense stated as a percentage of average assets
are as follows:

<TABLE>
<CAPTION>
                                                            2000           1999           1998
                                                          --------       --------       --------
<S>                                                       <C>            <C>            <C>
Salaries and Employee Benefits.....................         2.34%          2.43%          2.90%
Occupancy Expenses.................................         0.46%          0.46%          0.52%
Furniture and Equipment............................         0.33%          0.42%          0.31%
Advertising and Promotion Expense..................         0.08%          0.10%          0.13%
Legal and other Professional Expense...............         0.30%          0.23%          0.30%
Data Processing....................................         0.29%          0.27%          0.22%
Office Supplies and Expenses.......................         0.22%          0.25%          0.22%
Merchant Card Program Expenses.....................         0.16%          0.16%          0.21%
Resturcturing Charges and Merger-Related Costs.....           --             --           0.23%
Other..............................................         0.59%          0.57%          0.85%
                                                            ----           ----           ----
                                                            4.77%          4.89%          5.89%
                                                            ====           ====           ====
</TABLE>

    Disregarding the restructuring charges and merger-related costs incurred in
1998, noninterest expense as a percentage of average assets has declined from
5.66% in 1998 to 4.77% in 2000. The Company believes this decline is primarily
related to the operating efficiencies derived from its 1998 merger with Channel
Islands Bank as well as its continuing effort to control and reduce noninterest
expense.

INCOME TAXES

    Income tax expense was $1,029,000, $1,145,000, and $678,000 for the years
ended December 31, 2000, December 31, 1999, and December 31, 1998, respectively.
These expenses resulted in an effective tax rate of 21.9% in 2000, 25.5% in 1999
and 36.8% in 1998. The significant decline in the effective rate in 2000 and
1999 was due to the utilization of previously unrecognized tax credits. During
2000 the Company utilized $706,000 of these credits, compared to $512,000 in
1999. No additional credits are available at December 31, 2000 and, therefore,
the Company anticipates that its effective tax rate will rise in 2001. The
Company's effective tax rate is also favorably impacted by its investments in
municipal securities. See also Note 8 to the consolidated financial statements
for additional information on the Company's income taxes.

BALANCE SHEET ANALYSIS

    The Company's primarily operating goals for 2000 were the successful
integration of the branches it obtained in the merger on December 31, 1998 with
Channel Islands Bank, maximization of the operating efficiencies provided by
that merger and growth in its core banking operations. The combination of these
goals had the following impact on the Company's balance sheet.

    First, the Company experienced asset growth of approximately 8.3%. Total
assets at December 31, 2000 were $266.0 million compared to $246.0 million at
December 31, 1999. This is compared to an increase of $4.3 million or 1.8%
during 1999.

    Similarly, the company experienced an increase in total deposits, which
ended 2000 at $238.1 million compared to $209.9 million at the end of 1999. This
increase of $28.2 million was used to fund the growth in assets noted above and
to retire the $10.0 million in short-term borrowings outstanding at
December 31, 1999.

                                       23
<PAGE>
INVESTMENT PORTFOLIO

    The following table summarizes the amounts and distribution of the Company's
investment securities held as of the dates indicated, and the weighted-average
yields as of December 31, 2000 (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                          -----------------------------------------
                                                                       1999                  2000
                                                          ------------------------------   --------
                                                                                WEIGHTED
                                                            BOOK      MARKET    AVERAGE      BOOK
                                                           VALUE      VALUE      YIELD      VALUE
                                                          --------   --------   --------   --------
<S>                                                       <C>        <C>        <C>        <C>
U.S. TREASURY SECURITIES:
  One to Five Years.....................................  $ 1,944    $ 1,910      4.33%    $ 1,892

U.S. GOVERNMENT AND AGENCY SECURITIES:
  Within One Year.......................................    1,500      1,497      5.79%        998
  One to Five Years.....................................    1,993      1,988      5.78%      3,458
                                                          -------    -------               -------
    Total U.S. Government and Agency Securities.........    3,493      3,485      5.78%      4,456

MUNICIPAL SECURITIES:
  Within One Year.......................................    1,166      1,171      5.77%        631
  One to Five Years.....................................    2,166      2,191      5.37%      3,107
  Five to Ten Years.....................................    2,633      2,731      5.86%      2,860
  After Ten Years.......................................      531        543      5.61%        955
                                                          -------    -------               -------
    Total Municipal Securities..........................    6,496      6,636      5.66%      7,553

CORPORATE DEBT SECURITIES:
  Within One Year.......................................       --         --                 2,415
  One to Five Years.....................................    1,778      1,753      5.77%      1,727
                                                          -------    -------               -------
    Total Corporate Debt Securities.....................    1,778      1,753      5.77%      4,142
MUTUAL FUNDS............................................       --         --                 2,138

MORTGAGE BACKED SECURITIES..............................    5,009      5,015      6.33%      7,183
                                                          -------    -------               -------
                                                          $18,720    $18,799      5.73%    $27,364
                                                          =======    =======      ====     =======
</TABLE>

    Securities may be pledged to meet security requirements imposed as a
condition to receipt of deposits of public funds and other purposes. At
December 31, 2000 and 1999, the carrying values of securities pledged to secure
public deposits and other purposes were approximately $9.8 million and
$5.9 million, respectively. The increase in pledged investment securities is
related to the lines of credit obtained from the Federal Home Loan Bank. See
Note 2 to the consolidated financial statements for additional information on
the Company's investment portfolio.

                                       24
<PAGE>
LOAN PORTFOLIO

    The following table sets forth the components of total net loans outstanding
in each category at the date indicated (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                            ----------------------------------------------------
                                              2000       1999       1998       1997       1996
                                            --------   --------   --------   --------   --------
<S>                                         <C>        <C>        <C>        <C>        <C>
LOANS
  Commercial..............................  $ 47,272   $ 42,242   $ 60,433   $ 45,609   $ 47,395
  Real Estate--Construction...............     9,375      7,794      7,395      3,966      2,086
  Real Estate--Other......................   132,754    119,732     69,829     64,556     44,934
  Consumer................................     8,750     12,262     17,333     22,176     22,218
                                            --------   --------   --------   --------   --------
    Total Loans...........................   198,151    182,030    154,990    136,307    116,633
  Net Deferred Loan Costs.................      (675)      (705)      (399)      (314)      (300)
  Allowance for Loan Losses...............    (3,553)    (1,978)    (1,953)    (1,966)    (1,535)
                                            --------   --------   --------   --------   --------
    Net Loans.............................  $193,923   $179,347   $152,638   $134,027   $114,798
                                            ========   ========   ========   ========   ========

COMMITMENTS
  Standby Letters of Credit...............  $    690   $    968   $    814   $    921   $  1,701
  Undisbursed Loans and Commitments to
    Grant Loans...........................    47,776     44,584     43,768     35,004     30,133
                                            --------   --------   --------   --------   --------
    Total Commitments.....................  $ 48,466   $ 45,552   $ 44,582   $ 35,925   $ 31,834
                                            ========   ========   ========   ========   ========
</TABLE>

    The following table shows the maturity distribution of the fixed rate
portion of the loan portfolio and the repricing distribution of the variable
rate portion of the loan portfolio at December 31, 2000:

<TABLE>
<CAPTION>
             OVER
           3 MONTHS
           THROUGH     DUE AFTER      DUE AFTER         DUE
3 MONTHS      12      ONE YEAR TO   THREE YEARS TO     AFTER
OR LESS     MONTHS    THREE YEARS     FIVE YEARS     FIVE YEARS    TOTAL
--------   --------   -----------   --------------   ----------   --------
<S>        <C>        <C>           <C>              <C>          <C>
$117,517   $ 9,859      $17,683         $33,607        $18,712    $197,378
========   =======      =======         =======        =======

                                     Loans on Non-Accrual              773
                                                                  --------
                                                                  $198,151
                                                                  ========
</TABLE>

ASSET QUALITY

    The risk of nonpayment of loans is an inherent feature of the banking
business. That risk varies with the type and purpose of the loan, the collateral
that is utilized to secure payment, and ultimately, the credit worthiness of the
borrower. In order to minimize this credit risk, the Loan Committee of the board
of directors approves significant loans. The Loan Committee is comprised of
directors and members of the Company's senior management.

    The Company grades all loans from "acceptable" to "loss", depending on
credit quality, with "acceptable" representing loans with an acceptable degree
of risk given the favorable aspects of the credit and with both primary and
secondary sources of repayment. Classified loans or substandard loans are ranked
below "acceptable" loans. As these loans are identified in the review process,
they are added to the internal watchlist and loss allowances are established for
them. Additionally, the loan portfolio is examined regularly by the FDIC and
DFI. Management also utilizes an independent loan review Company to assess loan
portfolio quality and adequacy of the allowance for loan losses.

                                       25
<PAGE>
NONPERFORMING ASSETS

    The following table provides information with respect to the components of
the Company's nonperforming assets at the dates indicated (dollar amounts in
thousands):

<TABLE>
<CAPTION>
                                                                FOR THE YEAR ENDED DECEMBER 31,
                                                      ----------------------------------------------------
                                                        2000       1999       1998       1997       1996
                                                      --------   --------   --------   --------   --------
<S>                                                   <C>        <C>        <C>        <C>        <C>
Loans 90 Days Past Due and Still Accruing...........   $    6     $   10     $  784     $   81     $  525
Nonaccrual Loans....................................      773      1,794      1,780      1,891        597
                                                       ------     ------     ------     ------     ------

Total Nonperforming Loans...........................      779      1,804      2,564      1,972      1,122

Other Real Estate Owned.............................      315        206         --        275        136
                                                       ------     ------     ------     ------     ------

Total Nonperforming Assets..........................   $1,094     $2,010     $2,564     $2,247     $1,258
                                                       ======     ======     ======     ======     ======

Nonperforming Loans as a Percentage of Total
  Loans.............................................     0.39%      0.99%      1.65%      1.45%      0.96%
Allowance for Loan Loss as a Percentage of
  Nonperforming Loans...............................   456.10%    109.65%     76.17%     99.70%    136.81%
Nonperforming Assets as a Percentage of Total
  Assets............................................     0.41%      0.82%      1.06%      1.01%      0.58%
</TABLE>

    Loans are generally placed on non-accrual status when they are delinquent
90 days or more, unless the loan is well secured and in the process of
collection. The Company stops recognizing income from the interest on the loan
and reverses any uncollected interest that had been accrued but not received.
Loans are not returned to accrual status until it is brought current with
respect to both principal and interest payments, the loan is performing to
current terms and conditions, the interest rate is commensurate with market
interest rates and future principal and interest payments are no longer in
doubt. See Note 3 to the consolidated financial statements for additional
information on the Company's average investment in impaired loans and the amount
of income recognized thereon.

    In addition to the loans reported above, at December 31, 2000, the Company
had loans totaling $6.7 million which it had graded less than acceptable. This
amount increased 103% from the $3.3 million in similar loans at December 31,
1999. As discussed in the following section, evaluation of these loans is an
integral portion of the Company's methodology for establishing the adequacy of
the allowance for loan losses. The Company has no foreign loans in its loan
portfolio.

                                       26
<PAGE>
ALLOWANCE FOR LOAN LOSSES

    The allowance for loan losses is maintained at a level that is considered
adequate to provide for the loan losses inherent in Company's loans. The
provision for loan losses was $1,634,000 in 2000 compared to $720,000 in 1999
and $523,000 in 1998.

    The following table summarizes, for the years indicated, changes in the
allowances for loan losses arising from loans charged-off, recoveries on loans
previously charged-off, and additions to the allowance which have been charged
to operating expenses and certain ratios relating to the allowance for loan
losses (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                      FOR THE YEAR ENDED DECEMBER 31,
                                            ----------------------------------------------------
                                              2000       1999       1998       1997       1996
                                            --------   --------   --------   --------   --------
<S>                                         <C>        <C>        <C>        <C>        <C>
OUTSTANDING LOANS
Average for the Year......................  $192,625   $168,042   $140,848   $125,248   $108,368
End of the Year...........................  $198,151   $182,030   $154,990   $136,307   $116,633

ALLOWANCE FOR LOAN LOSSES
Balance at Beginning of Year..............  $  1,978   $  1,953   $  1,966   $  1,535   $  1,364
Actual Charge-Offs:
  Commercial..............................       229        379        318        295      1,304
  Real Estate.............................        --         46          5         31        158
  Consumer................................       203        475        411        308        182
                                            --------   --------   --------   --------   --------
Total Charge-Offs.........................       432        900        734        634      1,644
Less Recoveries:
  Commercial..............................       276         69        132        237         29
  Real Estate.............................        19         29         27         30         11
  Consumer................................        78        107         39         18         32
                                            --------   --------   --------   --------   --------
Total Recoveries..........................       373        205        198        285         72
                                            --------   --------   --------   --------   --------
Net Loans Charged-Off.....................        59        695        536        349      1,572
Provision for Loan Losses.................     1,634        720        523        780      1,743
                                            --------   --------   --------   --------   --------
Balance at End of Year....................  $  3,553   $  1,978   $  1,953   $  1,966   $  1,535
                                            ========   ========   ========   ========   ========

RATIOS
Net Loans Charged-Off to Average Loans....      0.03%      0.41%      0.38%      0.28%      1.45%
Allowance for Loan Losses to Total
  Loans...................................      1.79%      1.09%      1.26%      1.44%      1.32%
Net Loans Charged-Off to Beginning
  Allowance for Loan Losses...............      2.98%     35.59%     27.26%     22.74%    115.25%
Net Loans Charged-Off to Provision for
  Loan Losses.............................      3.61%     96.53%    102.49%     44.74%     90.19%
Allowance for Loan Losses to Nonperforming
  Loans...................................    456.10%    109.65%     76.17%     99.70%    136.81%
</TABLE>

                                       27
<PAGE>
    The Company performs quarterly detailed reviews to identify the risks
inherent in the loan portfolio, assess the overall quality of the loan portfolio
and to determine the adequacy of the allowance for loan losses and the related
provision for loan losses to be charged to expense. This systematic reviews
follow the methodology set forth by the FDIC in its 1993 policy statement on the
allowance for loan losses.

    A key element of this methodology is the previously discussed credit
classification process. Loans identified as less than "acceptable" are reviewed
individually to estimate the amount of probable losses that need to be included
in the allowance. These reviews include analysis of financial information as
well as evaluation of collateral securing the credit. Additionally, the Company
considers the inherent risk present in the "acceptable" portion of the loan
portfolio taking into consideration historical losses on pools of similar loans,
adjusted for trends, conditions and other relevant factors that may affect
repayment of the loans in these pools. Upon completion, the written analysis is
presented to the board of directors for discussion, review and approval.

    The Company believes the allowance for loan losses to be adequate to provide
for losses inherent in the loan portfolio. While the Company uses available
information to recognize losses on loans and leases, future additions to the
allowance may be necessary based on changes in economic conditions. In addition,
federal regulators, as an integral part of their examination process,
periodically review the allowance for loan losses and may recommend additions
based upon their evaluation of the portfolio at the time of their examination.
Accordingly, there can be no assurance that the allowance for loan losses will
be adequate to cover future loan losses or that significant additions to the
allowance for loan losses will not be required in the future.

    The following table summarizes the allocation of the allowance for loan
losses by loan type for the years indicated and the percent of loans in each
category to total loans (dollar amounts in thousands):
<TABLE>
<CAPTION>
                                 DECEMBER 31,          DECEMBER 31,          DECEMBER 31,          DECEMBER 31,
                                     2000                  1999                  1998                  1997
                              -------------------   -------------------   -------------------   -------------------
                                           LOAN                  LOAN                  LOAN                  LOAN
                               AMOUNT    PERCENT     AMOUNT    PERCENT     AMOUNT    PERCENT     AMOUNT    PERCENT
                              --------   --------   --------   --------   --------   --------   --------   --------
<S>                           <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Commercial..................   $1,467      23.9%     $  591      23.2%     $  876      39.0%     $  740      33.4%
Construction................       57       4.7%         53       4.3%         14       4.8%         15       2.9%
Real Estate.................      984      67.0%        859      65.8%        621      45.0%        734      47.4%
Consumer....................      184       4.4%        312       6.7%        198      11.2%        169      16.3%
Unallocated.................      861       n/a         163       n/a         244       n/a         308       n/a
                               ------     -----      ------     -----      ------     -----      ------     -----
                               $3,553     100.0%     $1,978     100.0%     $1,953     100.0%     $1,966     100.0%
                               ======     =====      ======     =====      ======     =====      ======     =====

<CAPTION>
                                 DECEMBER 31,
                                     1996
                              -------------------
                                           LOAN
                               AMOUNT    PERCENT
                              --------   --------
<S>                           <C>        <C>
Commercial..................   $  632      40.6%
Construction................       11       1.8%
Real Estate.................      531      38.5%
Consumer....................      144      19.1%
Unallocated.................      217       n/a
                               ------     -----
                               $1,535     100.0%
                               ======     =====
</TABLE>

    The Company's provision for loan losses increased in 2000 primarily for two
reasons. First, although the Bank experienced a significant decline in
nonperforming loans, as noted above, the Bank experienced a significant increase
in its loans grade less than acceptable. Also, the Company has determined it has
environmental risks in its real estate loan portfolio and added $500,000 to the
unallocated portion of the allowance in consideration of these risks.

FUNDING

    Deposits are the Company's primary source of funds. At December 31, 2000,
the Company had a deposit mix of 40.5% in time and savings deposits, 27.6% in
money market and NOW deposits, and 31.9% in noninterest-bearing demand deposits.
The Company's net interest income is enhanced by its percentage of
noninterest-bearing deposits.

                                       28
<PAGE>
    The following table summarizes the distribution of average deposits and the
average rates paid for the years indicated (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                             ---------------------------------------------------------------
                                                    2000                  1999                  1998
                                             -------------------   -------------------   -------------------
                                             AVERAGE    AVERAGE    AVERAGE    AVERAGE    AVERAGE    AVERAGE
                                             BALANCE      RATE     BALANCE      RATE     BALANCE      RATE
                                             --------   --------   --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>        <C>        <C>
Money Market and NOW Accounts..............  $ 63,858     2.06%    $ 65,767     1.84%    $ 66,501      2.06%
Savings Deposits...........................    17,340     1.97%      18,568     1.98%      18,017      2.16%
TCD Less than $100,000.....................    42,690     5.51%      36,943     4.59%      35,173      5.18%
TCD $100,000 or More.......................    31,299     5.81%      26,973     4.93%      26,398      5.33%
                                             --------              --------              --------
Total Interest-Bearing Deposits............   155,187     3.76%     148,251     3.10%     146,089    100.00%
Noninterest-Bearing Demand Deposits........    72,239      n/a       70,774      n/a       59,383       n/a
                                             --------              --------              --------
Total Average Deposits.....................  $227,426     2.56%    $219,025     2.10%    $205,472      2.42%
                                             ========              ========              ========
</TABLE>

    The scheduled maturity distribution of the Company's time deposits, as of
December 31, 2000, were as follows (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                           OVER
                                                         3 MONTHS     DUE AFTER
                                              3 MONTHS    THROUGH    ONE YEAR TO    DUE AFTER
                                              OR LESS    12 MONTHS   THREE YEARS   THREE YEARS    TOTAL
                                              --------   ---------   -----------   -----------   --------
<S>                                           <C>        <C>         <C>           <C>           <C>
Time Deposits under $100....................  $ 9,230     $34,881       $3,317         $32       $47,460
Time Deposits of $100 or more...............   13,595      18,175        1,857          --        33,627
                                              -------     -------       ------         ---       -------
                                              $22,825     $53,056       $5,174         $32       $81,087
                                              =======     =======       ======         ===       =======
</TABLE>

OTHER BORROWINGS

    To supplement its liquidity, the Company has a line of credit with its
primary correspondent. Available credit on this line totaled $5 million. See
Note 7 of the consolidated financial statements for additional information.

                                       29
<PAGE>
LIQUIDITY AND INTEREST RATE SENSITIVITY

    The objective of the Company's asset/liability strategy is to manage
liquidity and interest rate risks to ensure the safety and soundness of the Bank
and its capital base, while maintaining adequate net interest margins and
spreads to provide an appropriate return to the Company's shareholders.

    The Company manages its interest rate risk exposure by limiting the amount
of long-term fixed rate loans it holds, increasing emphasis on shorter-term,
higher yield loans for portfolio, increasing or decreasing the relative amounts
of long-term and short-term borrowings and deposits and/or purchasing
commitments to sell loans.

    The table below sets forth the interest rate sensitivity of the Company's
interest-earning assets and interest-bearing liabilities as of December 31,
2000, using the interest rate sensitivity gap ratio. For purposes of the
following table, an asset or liability is considered rate-sensitive within a
specified period when it can be repriced or matures within its contractual
terms, except for loans held for sale which the Company classifies as highly
liquid based on historical sale patterns (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                        AFTER       AFTER ONE
                                           WITHIN    THREE MONTHS    YEAR BUT
                                           THREE      BUT WITHIN      WITHIN       AFTER
                                           MONTHS      ONE YEAR     FIVE YEARS   FIVE YEARS    TOTAL
                                          --------   ------------   ----------   ----------   --------
<S>                                       <C>        <C>            <C>          <C>          <C>
INTEREST-EARNING ASSETS:
  Federal Funds Sold....................  $ 18,600     $     --      $    --       $    --    $ 18,600
  Investment Securities.................       695        4,356        8,636         5,033      18,720
  Gross Loans...........................   118,290        9,859       51,290        18,712     198,151
                                          --------     --------      -------       -------    --------
    Total...............................  $137,585     $ 14,215      $59,926       $23,745    $235,471
                                          ========     ========      =======       =======    ========
INTEREST-BEARING LIABILITIES:
  Money Market and NOW Deposits.........  $ 65,727     $     --      $    --       $    --    $ 65,727
  Savings...............................    15,359           --           --            --      15,359
  Time Deposits.........................    22,825       53,056        5,174            32      81,087
  Other Borrowings......................        --           --           --            --          --
                                          --------     --------      -------       -------    --------
                                          $103,911     $ 53,056      $ 5,174       $    32    $162,173
                                          ========     ========      =======       =======    ========
  Interest Rate Sensitivity Gap.........  $ 33,674     $(38,841)     $54,752       $23,713    $ 73,298
  Cumulative Interest Rate Sensitivity
    Gap.................................  $ 33,674     $ (5,167)     $49,585       $73,298
  Ratios Based on Total Assets:
    Interest Rate Sensitivity Gap.......     12.64%      (14.57)%      20.54%         8.89%      27.50%
    Cumulative Interest Rate Sensitivity
      Gap...............................     12.64%       (1.93)%      18.61%        27.50%
</TABLE>

    Liquidity refers to the Company's ability to maintain a cash flow adequate
to fund both on-balance sheet and off-balance sheet requirements on a timely and
cost-effective basis. Potentially significant liquidity requirements include
funding of commitments to loan customers and withdrawals from deposit accounts.

CAPITAL RESOURCES

    In 1990, the banking industry began to phase in new regulatory capital
adequacy requirements based on risk-adjusted assets. These requirements take
into consideration the risk inherent in investments, loans, and other assets for
both on-balance sheet and off-balance sheet items. Under these requirements, the
regulatory agencies have set minimum thresholds for Tier 1 capital, total
capital and leverage ratios. At December 31, 2000, the Bank's capital exceeded
all minimum regulatory requirements and the Bank was considered to be "well
capitalized" as defined in the regulations issued by the FDIC. The Bank's
risk-based capital ratios, shown below as of December 31, 2000, have been

                                       30
<PAGE>
computed in accordance with regulatory accounting policies (The Company's
capital ratios are comparable to the Bank's).

<TABLE>
<CAPTION>
                                                              MINIMUM
                                                            REQUIREMENTS     BANK
                                                            ------------   --------
<S>                                                         <C>            <C>
Tier 1 Capital............................................       4.0%        11.0%
Total Capital.............................................       8.0%        12.3%
Leverage Ratio............................................       4.0%         9.5%
</TABLE>

    See also note 14 to the consolidated financial statements for additional
information on the Bank's capital ratios.

    On February 24, 2000, the Company approved a stock repurchase program for up
to 200,000 of its outstanding shares. Repurchases will be made from time to time
over the next three years in the open market and privately negotiated
transactions based on their current market prices. During 2000 the Company
repurchased 31,781 shares for $610,627 under this program.

EFFECTS OF INFLATION

    The financial statements and related financial information presented herein
have been prepared in accordance with generally accepted accounting principles,
which require the measurement of financial position and operating results in
terms of historical dollars without considering changes in the relative
purchasing power of money over time due to inflation. Unlike most industrial
companies, virtually all of the assets and liabilities of a financial
institution are monetary in nature. As a result, interest rates have a more
significant impact on a financial institution's performance than the effects of
general levels of inflation. Interest rates do not necessarily move in the same
direction or same magnitude as the price of goods and services.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

    See note 1 to the consolidated financial statements for information on this
matter.

                                       31
<PAGE>
SUMMARY OF EARNINGS BY QUARTER

    The following is a summary of the quarterly earnings for the Company.

<TABLE>
<CAPTION>
                                                                      2000 EARNINGS BY QUARTER
                                                              -----------------------------------------
                                                               FIRST      SECOND     THIRD      FOURTH
                                                              --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
Interest Income.............................................   $5,006     $5,270     $5,631     $5,697
Interest Expense............................................    1,186      1,450      1,595      1,634
                                                               ------     ------     ------     ------
Net Interest Income.........................................    3,820      3,820      4,036      4,063
Provision for Loan Losses...................................      414        250        250        720
                                                               ------     ------     ------     ------
Net Interest Income After Provision for Loan Losses.........    3,406      3,570      3,786      3,343
Noninterest Income..........................................      665        682        650        749
Noninterest Expense.........................................    2,916      3,099      3,065      3,078
                                                               ------     ------     ------     ------
Income Before Income Taxes..................................    1,155      1,153      1,371      1,014
Income Taxes................................................      318        305        407         (1)
                                                               ------     ------     ------     ------
Net Income..................................................   $  837     $  848     $  964     $1,015
                                                               ======     ======     ======     ======
Earnings per Share:
  Basic.....................................................   $ 0.40     $ 0.40     $ 0.46     $ 0.49
  Diluted...................................................   $ 0.39     $ 0.40     $ 0.46     $ 0.48
</TABLE>

<TABLE>
<CAPTION>
                                                                      1999 EARNINGS BY QUARTER
                                                              -----------------------------------------
                                                               FIRST      SECOND     THIRD      FOURTH
                                                              --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
Interest Income.............................................   $4,515     $4,681     $4,770     $4,855
Interest Expense............................................    1,218      1,175      1,125      1,086
                                                               ------     ------     ------     ------
Net Interest Income.........................................    3,297      3,506      3,645      3,769
Provision for Loan Losses...................................      180        180        180        180
                                                               ------     ------     ------     ------
Net Interest Income After Provision for Loan Losses.........    3,117      3,326      3,465      3,589
Noninterest Income..........................................      660        631        820        787
Noninterest Expense.........................................    2,970      3,043      2,808      3,107
                                                               ------     ------     ------     ------
Income Before Income Taxes..................................      807        914      1,477      1,269
Income Taxes................................................      307        337        581        (80)
                                                               ------     ------     ------     ------
Net Income..................................................   $  500     $  577     $  896     $1,349
                                                               ======     ======     ======     ======
Earnings per Share:
  Basic.....................................................   $ 0.24     $ 0.28     $ 0.43     $ 0.65
  Diluted...................................................   $ 0.23     $ 0.26     $ 0.41     $ 0.59
</TABLE>

                                       32
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    NET INTEREST MARGIN.  As previously discussed, net interest income is the
difference between the interest income and fees earned on loans and investments
and the interest expense paid on deposits and other liabilities. The amount by
which interest income exceeds interest expense depends on two factors: the
volume of earnings assets compared to the volume of interest-bearing deposits
and liabilities, and the interest rate earned on those interest earning assets
compared with the interest rate paid on those interest-bearing deposits and
liabilities.

    Net interest margin is the net interest income expressed as a percentage of
earning assets. To maintain its net interest margin, the Company must manage the
relationship between interest earned and paid, and that relationship is subject
to the following types of risks that are related to changes in interest rates.

    MARKET RISK.  The market values of assets or liabilities on which the
interest rate is fixed will increase or decrease with changes in market interest
rates. If the Company invests funds in a fixed rate long-term security and then
interest rates rise, the security is worth less than a comparable security just
issued because the older security pays less interest than the newly issued
security. If the older security had to be sold, the Company would have to
recognize a loss. Correspondingly, if interest rates decline after a fixed rate
security is purchased, its value increases. Therefore, while the value changes
regardless of which direction interest rates move, the adverse exposure to
"market risk" is primarily due to rising interest rates. This exposure is
lessened by managing the amount of fixed rate assets and by keeping maturities
relatively short. However, this strategy must be balanced against the need for
adequate interest income because variable rate and shorter fixed rate securities
generally earn less interest than longer term fixed rate securities.

    There is market risk relating to the Company's fixed rate or term
liabilities as well as its assets. For liabilities, the adverse exposure to
market risk is to lower rates because the Company must continue to pay the
higher rate until the end of the term. However, because the amount of fixed rate
liabilities is significantly less than the fixed rate assets, and because the
average maturity is substantially less than for the assets, the market risk is
not as great.

    Net interest margin was 6.94% in 2000 compared to 6.58% in 1999 and 6.56% in
1998.

    The following is a summary of the carrying amounts and estimated fair values
of selected Company financial assets and liabilities at December 31, 2000
(amounts in thousands):

<TABLE>
<CAPTION>
                                                              CARRYING   ESTIMATED
                                                               AMOUNT    FAIR VALUE
                                                              --------   ----------
<S>                                                           <C>        <C>
Financial Assets:
  Securities................................................  $ 18,720    $ 18,799
  Loans, Net of Allowance for Loan Losses...................  $193,923    $187,084
Financial Liabilities:
  Deposits..................................................  $238,149    $238,427
</TABLE>

MARKET RISK--CONTINUED

    Other than a relatively small difference due to credit quality issues
pertaining to loans, the difference between the carrying amount and the fair
value is a measure of how much more or less valuable the Company's financial
instruments are to it than when acquired. The net difference for
interest-bearing financial assets is $6.8 million. The amount is not deemed to
be significant compared to the outstanding balances taken as a whole.

    The net difference for deposits is $278,000. The amount is not deemed to be
significant compared to the outstanding balances taken as a whole.

                                       33
<PAGE>
    MISMATCH RISK.  Another interest-related risk arises from the fact that when
interest rates change, the changes do not occur equally in the rates of interest
earned and paid because of difference in the contractual terms of the assets and
liabilities held. The Company has a large portion of its loan portfolio tied to
the prime interest rate. If the prime rate is lowered because of general market
conditions, e.g., other banks are lowering their lending rates; these loans will
be repriced. If the Company were at the same time to have a large proportion of
its deposits in long-term fixed rate certificates, net interest income would
decrease immediately. Interest earned on loans would decline while interest
expense would remain at higher levels for a period of time because of the higher
rate still being paid on the deposits.

    A decrease in net interest income could also occur with rising interest
rates if the Company had a large portfolio of fixed rate loans and securities
funded by deposit accounts on which the rate is steadily rising. This exposure
to "mismatch risk" is managed by matching the maturities and repricing
opportunities of assets and liabilities. This is done by varying the terms and
conditions of the products that are offered to depositors and borrowers. For
example, if many depositors want longer-term certificates while most borrowers
are requesting loans with floating interest rates, the Company will adjust the
interest rates on the certificates and loans to try to match up demand. The
Company can then partially fill in mismatches by purchasing securities with the
appropriate maturity or repricing characteristics.

    One of the means of monitoring this matching process is the use of a "gap"
report table. This table shows the extent to which the maturities or repricing
opportunities of the major categories of assets and liabilities are matched
based upon specific interest rate change scenarios and assumptions. The Company
utilizes gap reports assuming simultaneous interest rate shifts of up to +/- 200
basis points.

    MISMATCH RISK--CONTINUED  The following table shows the estimated impact to
net interest income for an instantaneous shift in various interest rates as of
December 31, 2000 (the dollar change in net interest income represents the
estimated change for the next 12 months):

<TABLE>
<CAPTION>
                                                               CHANGE IN NET
CHANGE IN INTEREST RATES                                      INTEREST INCOME
------------------------                                      ---------------
<S>                                                           <C>
+200 basis points...........................................        708,000
+100 basis points...........................................        354,000
+50 basis points............................................        341,000
-50 basis points............................................       (380,000)
-100 basis points...........................................       (556,000)
-200 basis points...........................................     (1,316,000)
</TABLE>

    The Company has adequate capital to absorb any potential losses as a result
of a decrease in interest rates. Periods of more than one year are not estimated
because steps can be taken to mitigate the adverse effects of any interest rate
changes.

    BASIS RISK.  A third interest-related risk arises from the fact that
interest rates rarely change in a parallel or equal manner. The interest rates
associated with the various assets and liabilities differ in how often they
change, the extent to which they change, and whether they change sooner or later
than other interest rates. For example, while the repricing of a specific asset
and a specific liability may fall in the same period of a gap report the
interest rate on the asset my rise 100 basis points, while market conditions
dictate that the liability increases only 50 basis points. While evenly matched
in the gap report, the Company would experience an increase in net interest
income. This exposure to "basis risk" is the type of interest risk least able to
be managed, but is also the least dramatic. Avoiding concentration in only a few
types of assets or liabilities is the best insurance that the average interest
received and paid will move in tandem, because the wider diversification means
that many different rates, each with their own volatility characteristics, will
come into play. The Company has made an effort to minimize concentrations in
certain types of assets and liabilities.

                                       34
<PAGE>
                            AMERICORP AND SUBSIDIARY
                              FINANCIAL STATEMENTS
                                      WITH
                          INDEPENDENT AUDITORS' REPORT
                           DECEMBER 31, 2000 AND 1999

                                       35
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Shareholders
and Board of Directors of Americorp

    We have audited the accompanying consolidated balance sheets of Americorp
and subsidiary (the "Company") as of December 31, 2000 and 1999 and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 2000. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. The consolidated financial statements give
retroactive effect to the merger of the Company's subsidiary, American
Commercial Bank, with Channel Islands Bank on December 31, 1998, in a
transaction accounted for as a pooling of interest, as discussed in Note 17. The
financial statements of the Company as of December 31, 1997, which are not
presented separately, herein, were audited by other auditors whose report dated
January 23, 1998 on those statements expressed an unqualified opinion.

    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Americorp
and subsidiary as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with generally accepted accounting principles.

Laguna Hills, California
January 10, 2001

                                       36
<PAGE>
                            AMERICORP AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
                         (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
ASSETS
Cash and due from banks.....................................  $ 25,746   $ 12,839
Federal funds sold..........................................    18,600     18,000
                                                              --------   --------
    Total Cash and Cash Equivalents.........................    44,346     30,839
Investment securities.......................................    18,720     27,364
Federal Home Loan Bank stock, at cost.......................       491        750
Loans, net..................................................   193,923    179,347
Accrued interest receivable.................................     1,537      1,284
Premises and equipment, net.................................     1,278      1,667
Other real estate owned.....................................       315        206
Cash surrender value of life insurance......................     3,031      2,758
Other assets................................................     2,854      1,751
                                                              --------   --------
    TOTAL ASSETS............................................  $266,495   $245,966
                                                              ========   ========
LIABILITIES
Noninterest-bearing demand..................................  $ 75,976   $ 69,826
NOW and money market accounts...............................    65,727     63,585
Savings.....................................................    15,359     17,656
Time deposits, under $100,000...............................    47,460     34,326
Time deposits, $100,000 and over............................    33,627     24,484
                                                              --------   --------
    Total Deposits..........................................   238,149    209,877
Borrowings..................................................        --     10,000
Accrued interest payable....................................       402        354
Other liabilities...........................................     2,432      2,671
                                                              --------   --------
    TOTAL LIABILITIES.......................................   240,983    222,902
                                                              ========   ========

Commitments and Contingencies--Notes 4 and 15

STOCKHOLDERS' EQUITY
Common stock--$0.50 par value; 5,000,000 shares authorized;
  2,094,564 and 2,104,171 issued and outstanding in 2000 and
  1999, respectively........................................     1,047      1,052
Surplus.....................................................     9,776      9,558
Retained earnings...........................................    14,689     12,567
Accumulated other comprehensive income......................        --       (113)
                                                              --------   --------
    TOTAL STOCKHOLDERS' EQUITY..............................    25,512     23,064
                                                              --------   --------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..............  $266,495   $245,966
                                                              ========   ========
</TABLE>

                See notes to consolidated financial statements.

                                       37
<PAGE>
                            AMERICORP AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME
             FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                2000       1999       1998
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
INTEREST INCOME:
  Interest and fees on loans................................  $19,548    $16,293    $14,874
  Interest on investment securities--taxable................      942      1,135      1,441
  Interest on investment securities--tax exempt.............      393        461        561
  Other interest............................................      721        932      1,178
                                                              -------    -------    -------
    Total interest income...................................   21,604     18,821     18,054
INTEREST EXPENSE ON DEPOSITS................................    5,865      4,604      4,972
                                                              -------    -------    -------
        NET INTEREST INCOME.................................   15,739     14,217     13,082
PROVISION FOR LOANS AND LEASE LOSSES........................    1,634        720        523
                                                              -------    -------    -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE
  LOSSES....................................................   14,105     13,497     12,559
NONINTEREST INCOME:
  Service charges on deposit accounts.......................    1,381      1,531      1,326
  Other service charges and fees............................    1,081      1,083        926
  Gain (loss) on sale of investment securities..............        7        (15)        16
  Other income..............................................      277        299        440
                                                              -------    -------    -------
                                                                2,746      2,898      2,708
NONINTEREST EXPENSE:
  Salaries and employee benefits............................    5,949      5,932      6,613
  Net occupancy expense.....................................    1,167      1,131      1,190
  Furniture and equipment expense...........................      849      1,034        717
  Advertising and promotion expense.........................      202        242        312
  Legal and other professional expense......................      773        572        686
  Data processing expense...................................      733        661        507
  Office supplies and expenses..............................      572        605        509
  Merchant card program expenses............................      417        392        478
  Restructuring charges and merger-related costs............       --         --        518
  Other operating expense...................................    1,496      1,359      1,895
                                                              -------    -------    -------
                                                               12,158     11,928     13,425
                                                              -------    -------    -------
    INCOME BEFORE INCOME TAXES..............................    4,693      4,467      1,842
INCOME TAXES................................................    1,029      1,145        678
                                                              -------    -------    -------
      NET INCOME............................................  $ 3,664    $ 3,322    $ 1,164
                                                              =======    =======    =======
EARNINGS PER SHARE--BASIC...................................  $  1.75    $  1.60    $  0.59
                                                              =======    =======    =======
EARNINGS PER SHARE--DILUTED.................................  $  1.73    $  1.49    $  0.55
                                                              =======    =======    =======
</TABLE>

                See notes to consolidated financial statements.

                                       38
<PAGE>
                            AMERICORP AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

             FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

                         (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                             COMMON STOCK                                                ACCUMULATED
                                         ---------------------                                              OTHER
                                         NUMBER OF                          COMPREHENSIVE    RETAINED   COMPREHENSIVE
                                           SHARES      AMOUNT    SURPLUS        INCOME       EARNINGS       INCOME
                                         ----------   --------   --------   --------------   --------   --------------
<S>                                      <C>          <C>        <C>        <C>              <C>        <C>
BALANCE AT JANUARY 1, 1998.............  1,868,494     $  934     $6,946                     $ 9,985        $  42
Issuance of stock......................    188,946         95      1,837
Retirement of stock....................     (5,446)        (3)       (12)                        (79)
Dividends..............................                                                         (615)
Cash paid for fractional shares........                                                           (2)
         COMPREHENSIVE INCOME
---------------------------------------
Net Income.............................                                         $1,164         1,164
Unrealized gain on securities available
  for sale, net of taxes of $67........                                             95                         95
Reclassification adjustment for gain on
  sale of investment securities
  included in net income, net of taxes
  of $7................................                                              9                          9
                                                                                ------
    TOTAL COMPREHENSIVE INCOME.........                                         $1,268
                                         ---------     ------     ------        ======       -------        -----
BALANCE AT DECEMBER 31, 1998...........  2,051,994      1,026      8,771                      10,453          146
Issuance of stock......................     70,970         35        870
Retirement of stock....................    (18,793)        (9)       (83)                       (280)
Dividends..............................                                                         (928)
         COMPREHENSIVE INCOME
---------------------------------------
Net Income.............................                                         $3,322         3,322
Unrealized loss on securities available
  for sale, net of taxes of $147.......                                           (250)                      (250)
Reclassification adjustment for loss on
  sale of investment securities
  included in net income, net of taxes
  of $6................................                                             (9)                        (9)
                                                                                ------
    TOTAL COMPREHENSIVE INCOME.........                                         $3,063
                                         ---------     ------     ------        ======       -------        -----
BALANCE AT DECEMBER 31, 1999...........  2,104,171      1,052      9,558                      12,567         (113)
Issuance of stock......................     28,314         14        392
Retirement of stock....................    (37,921)       (19)      (174)                       (432)
Dividends..............................                                                       (1,110)
         COMPREHENSIVE INCOME
---------------------------------------
Net Income.............................                                         $3,664         3,664
Unrealized gain on securities available
  for sale, net of taxes of $49........                                            109                        109
Reclassification adjustment for gain on
  sale of investment securities
  included in net income, net of taxes
  of $3................................                                              4                          4
                                                                                ------
    TOTAL COMPREHENSIVE INCOME.........                                         $3,777
                                         ---------     ------     ------        ======       -------        -----
BALANCE AT DECEMBER 31, 2000...........  2,094,564     $1,047     $9,776                     $14,689        $  --
                                         =========     ======     ======                     =======        =====
</TABLE>

                See notes to consolidated financial statements.

                                       39
<PAGE>
                            AMERICORP AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

             FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

                         (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                2000       1999       1998
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income................................................  $ 3,664    $ 3,322    $ 1,164
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Provision for loan and lease losses.....................    1,634        720        523
    Depreciation and amortization...........................      656        860        644
    Net (gain) loss on investment securities................       (7)        15        (16)
    Deferred income taxes...................................   (1,035)      (246)      (130)
    Provision for loss on other real estate owned...........       65         --         --
    Increase in cash surrender value of life insurance......     (273)      (266)      (237)
    Other items.............................................     (791)       457         (9)
                                                              -------    -------    -------
        NET CASH PROVIDED BY OPERATING ACTIVITIES...........    3,913      4,862      1,939
CASH FLOWS FROM INVESTING ACTIVITIES:
  Net change in time deposits in other institutions.........       --        595        896
  Purchases of securities held-to-maturity..................       --     (1,003)        --
  Purchases of securities available-for-sale................     (999)    (7,821)   (21,606)
  Proceeds from maturities and calls of securities
    held-to-maturity........................................    1,517      2,131      4,076
  Proceeds from maturities, calls and sales of securities
    available-for-sale......................................    8,527     10,802     24,474
  Change in Federal Home Loan Bank stock....................      259       (750)        --
  Net increase in loans.....................................  (16,385)   (28,750)   (19,134)
  Purchases of premises and equipment.......................     (268)      (349)      (445)
  Proceed from the sale of other real estate owned..........       --      1,150        344
  Distribution from partnership.............................       --         --      2,549
                                                              -------    -------    -------
        NET CASH USED BY INVESTING ACTIVITIES...............   (7,349)   (23,995)    (8,846)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in deposits.......................   28,272     (7,844)    15,926
  Increase (decrease) in borrowings.........................  (10,000)    10,000         --
  Proceeds from exercise of stock options...................      406        533      1,838
  Repurchase of shares......................................     (625)        --         --
  Dividends and fractional shares...........................   (1,110)      (928)      (617)
                                                              -------    -------    -------
        NET CASH PROVIDED BY FINANCING ACTIVITIES...........   16,943      1,761     17,147
                                                              -------    -------    -------
INCREASE IN CASH AND CASH EQUIVALENTS.......................   13,507    (17,372)    10,240
Cash and Cash Equivalents at Beginning of Year..............   30,839     48,211     37,971
                                                              -------    -------    -------
        CASH AND CASH EQUIVALENTS AT END OF YEAR............  $44,346    $30,839    $48,211
                                                              =======    =======    =======
Supplemental Disclosures of Cash Flow Information
  Interest paid.............................................  $ 1,586    $ 4,812    $ 4,893
  Income taxes paid.........................................  $ 2,046    $   977    $   874
Supplemental Disclosures of Noncash Activities:
  Other real estate owned acquired in settlement of loans...  $   380    $ 1,321    $    --
  Sales of other real estate owned financed by loans........  $   205    $    --    $    --
  Value of outstanding shares exchanged in exercise of stock
    options.................................................  $    14    $   358    $    94
  Total change in unrealized gain/loss on securities
    available-for-sale......................................  $   165    $  (397)   $   161
</TABLE>

                See notes to consolidated financial statements.

                                       40
<PAGE>
                            AMERICORP AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The accounting and reporting policies of Americorp and subsidiary (the
"Company") are in accordance with generally accepted accounting principles and
conform to practices within the banking industry. The following are descriptions
of the more significant of those policies.

    BASIS OF PRESENTATION--The consolidated financial statements include
Americorp and its wholly owned subsidiary, American Commercial Bank (the
"Bank"). The consolidated financial statements also give retroactive effect to
the merger of the Company's subsidiary, American Commercial Bank, with Channel
Islands Bank on December 31, 1998, in a transaction accounted for as a pooling
of interest, as discussed further in Note 17. All significant intercompany
accounts and transactions have been eliminated.

    The Bank has been organized as a single operating segment and operates three
branches in Ventura, two branches in Oxnard and one branch in Camarillo,
California. The Bank's primary source of revenue is providing loans to
customers, who are predominately small and middle-market businesses and
individuals.

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

    Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for loan losses, the valuation of
real estate acquired in connection with foreclosures or in satisfaction of loans
and the valuation allowance for deferred tax assets.

    In connection with the determination of the allowance for losses on loans
and foreclosed real estate, management obtains independent appraisals for
significant properties. While management uses available information to recognize
losses on loans and foreclosed real estate, future additions to the allowances
may be necessary based on changes in local economic conditions. In addition,
regulatory agencies, as an integral part of their examination process,
periodically review the Company's allowance for losses on loans and foreclosed
real estate. Such agencies may require the Company to recognize additions to the
allowances based on their judgements about information available to them at the
time of their examination. Because of these factors, it is possible that the
allowances for losses on loans and foreclosed real estate may change materially
in the near future.

    In connection with the determination of the valuation allowance for deferred
tax assets, management considers whether it is more likely than not that all or
part of the deferred tax asset will be realized. The amount of the deferred tax
asset considered realizable, however, could be reduced in the near future for
changes in certain assumptions or estimates used to calculate future taxable
income.

    CASH AND CASH EQUIVALENTS--For purposes of reporting cash flows, cash and
cash equivalents include cash, due from banks and federal funds sold. Generally,
federal funds are sold for one day periods.

    CASH AND DUE FROM BANKS--Banking regulations require that all banks maintain
a percentage of their deposits as reserves in cash or on deposit with the
Federal Reserve Bank. The Bank complied with the reserve requirements as of
December 31, 2000.

    The Bank maintains amounts due from banks that exceed federally insured
limits. The Bank has not experienced any losses in such accounts.

                                       41
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    SECURITIES--THE COMPANY CLASSIFIES ITS INVESTMENT SECURITIES INTO TWO
CATEGORIES AS FOLLOWS:

    Securities Held-to-Maturity--Securities for which the Company has the
positive intent and ability to hold to maturity are carried at cost, increased
by the accretion of discounts and decreased by the amortization of premiums. The
discount is accreted and premium is amortized over the period to maturity, or
call date, of the related security.

    Securities Available-for-Sale--Securities available-for-sale consist of
investment securities not classified as trading securities nor as securities
held-to-maturity. Securities available-for-sale are recorded at their fair
market values. Unrealized holding gains and losses, net of tax, are reported as
a net amount in a separate component of equity until realized. Gains and losses
are determined using the specific identification method. The accretion of
discounts and the amortization of premiums are recognized in interest income
using the interest method over the period to maturity, or call date.

    LOANS--Loans are stated at unpaid principal balances, less the allowance for
loan losses and net deferred loan fees and unearned discounts.

    Loan origination fees, as well as certain direct origination costs, are
deferred and amortized as a yield adjustment over the lives of the related loans
using the interest method. Amortization of deferred loan fees is discontinued
when a loan is placed on nonaccrual status.

    Loans are placed on nonaccrual when a loan is specifically determined to be
impaired or when principal or interest is delinquent for 90 days or more. Any
unpaid interest previously accrued on those loans is reversed from income.
Interest income generally is not recognized on specific impaired loans unless
the likelihood of further loss is remote. Interest payments received on such
loans are applied as a reduction of the loan principal balance. Interest income
on other nonaccrual loans is recognized only to the extent of interest payments
received.

    For impairment recognized in accordance with Financial Accounting Standards
Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 114,
"ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN", amended by SFAS No. 118, the
entire change in the present value of expected cash flows is reported as either
provision for loan losses in the same manner in which impairment initially was
recognized, or as a reduction in the amount of provision for loan losses that
otherwise would be reported.

    On January 1, 1997, the Company adopted SFAS No. 125 "ACCOUNTING FOR
TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES".
The statement provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. Under this
statement, after a transfer of financial assets, an entity recognizes the
financial and servicing assets it controls and liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished.

    ALLOWANCE FOR LOAN LOSSES--The allowance for loan losses is increased by
charges to income and decreased by charge-offs (net of recoveries). The Company
performs quarterly detailed reviews to identify the risks inherent in the loan
portfolio, assess the overall quality of the loan portfolio and to determine the
adequacy of the allowance for loan losses and the related provision for loan
losses to be charged to expense. These systematic reviews follow the methodology
set forth by the FDIC in its 1993 policy statement on the allowance for loan
losses.

                                       42
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Loans identified as less than "acceptable" are reviewed individually to
estimate the amount of probable losses that need to be included in the
allowance. These reviews include analysis of financial information as well as
evaluation of collateral securing the credit. Additionally, management considers
the inherent risk present in the "acceptable" portion of the loan portfolio
taking into consideration historical losses on pools of similar loans, adjusted
for trends, conditions and other relevant factors that may affect repayment of
the loans in these pools.

    PREMISES AND EQUIPMENT--Premises and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation is generally charged to
income over the estimated useful lives of the assets by use of the straight-line
method. Leasehold improvements are amortized over the terms of the leases or the
estimated useful lives of improvements, whichever is shorter.

    Estimated useful lives are as follows:

<TABLE>
<S>                                                           <C>
Furniture, fixtures and equipment...........................  3 to 10 years
Leasehold improvements......................................  5 to 15 years
</TABLE>

    OTHER REAL ESTATE OWNED--Real estate acquired through foreclosure or deed in
lieu of foreclosure is recorded at the lower of the outstanding loan balance at
the time of foreclosure or appraised value. Gains and losses on the sale of
other real estate owned and write-downs resulting from periodic revaluation of
the property are charged to other operating expenses.

    ADVERTISING COSTS--The Company expenses the costs of advertising when
incurred.

    INCOME TAXES--Deferred income taxes arise from temporary differences between
the tax basis of assets and liabilities and their reported amounts in the
financial statements.

    COMPREHENSIVE INCOME--Beginning in 1998, the Company adopted SFAS No. 130,
"REPORTING COMPREHENSIVE INCOME", which requires the disclosure of comprehensive
income and its components. Changes in unrealized gain (loss) on
available-for-sale securities net of income taxes is the only component of
accumulated other comprehensive income for the Bank.

    FINANCIAL INSTRUMENTS--In the ordinary course of business, the Bank has
entered into off-balance sheet financial instruments consisting of commitments
to extend credit, commercial letters of credit, and standby letters of credit as
described in Note 15. Such financial instruments are recorded in the financial
statements when they are funded or related fees are incurred or received.

    EARNINGS PER SHARE--Basic earnings per share are based on the weighted
average number of common shares outstanding. Diluted earnings per share are
based on the weighted average number of common and equivalent shares
outstanding. The average number of common shares outstanding and common
equivalent shares outstanding for 2000 were 2,095,697 and 2,113,700,
respectively. The average number of common shares outstanding and common
equivalent shares outstanding for 1999 were 2,082,672 and 2,228,136,
respectively. The average number of common shares outstanding and common
equivalent shares outstanding for 1998 were 1,975,800 and 2,133,600,
respectively. Common equivalent shares consist of the dilutive effect of stock
options using the treasury stock method.

                                       43
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS--SFAS No. 107 specifies
the disclosure of the estimated fair value of financial instruments. The Bank's
estimated fair value amounts have been determined by the Bank using available
market information and appropriate valuation methodologies.

    However, considerable judgment is required to develop the estimates of fair
value. Accordingly, the estimates are not necessarily indicative of the amounts
the Company could have realized in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

    Although management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements since the
balance sheet date and, therefore, current estimates of fair value may differ
significantly from the amounts presented in the accompanying Notes.

    STOCK-BASED COMPENSATION--SFAS No. 123, "ACCOUNTING FOR STOCK-BASED
COMPENSATION," encourages, but does not require, companies to record
compensation cost for stock-based employee compensation plans at fair value. The
Company has chosen to continue to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion ("APB")
No. 25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES", and related interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of the grant
over the amount an employee must pay to acquire the stock. The pro forma effects
of adoption are disclosed in Note 10.

    CURRENT ACCOUNTING PRONOUNCEMENTS--In June 1998, the FASB issued SFAS
No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES" (as
amended in 2000 by SFAS No. 138). This Statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. This
new standard was originally effective for 2000. In June 1999, the FASB issued
SFAS No. 137, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES--DEFERRAL OF THE EFFECTIVE DATE OF FASB STATEMENT NO. 133". This
Statement establishes the effective date of SFAS No. 133 for 2001. SFAS No. 133
is not expected to have a material impact on the Bank's financial statements.

    RECLASSIFICATIONS--Certain reclassifications were made to prior years'
presentations to conform to the current year. These reclassifications are of a
normal recurring nature.

                                       44
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

2. SECURITIES

    Debt securities have been classified according to management's intent. The
amortized cost of securities and their approximate fair values at December 31,
2000 and 1999 follows:

<TABLE>
<CAPTION>
                                                                     GROSS        GROSS      ESTIMATED
                                                       AMORTIZED   UNREALIZED   UNREALIZED    MARKET
                                                         COST        GAINS        LOSSES       VALUE
                                                       ---------   ----------   ----------   ---------
<S>                                                    <C>         <C>          <C>          <C>
SECURITIES HELD-TO-MATURITY:
  DECEMBER 31, 2000:
    U.S. Agency securities...........................   $   499    $      --       $  --      $   499
    State, county and municipal securities...........     3,927           85          (2)       4,010
    Mortgage-backed securities.......................       439           --          (4)         435
                                                        -------    ---------       -----      -------
                                                        $ 4,865    $      85       $  (6)     $ 4,944
                                                        =======    =========       =====      =======

  DECEMBER 31, 1999:
    U.S. Agency securities...........................   $   997    $      --       $  (2)     $   995
    State, county and municipal securities...........     4,281           87          (9)       4,359
    Mortgage-backed securities.......................     1,104           --         (16)       1,088
                                                        -------    ---------       -----      -------
                                                        $ 6,382    $      87       $ (27)     $ 6,442
                                                        =======    =========       =====      =======

SECURITIES AVAILABLE-FOR-SALE:
  DECEMBER 31, 2000:
    U.S. Treasury securities.........................   $ 1,944    $      --       $ (34)     $ 1,910
    U.S. Agency securities...........................     2,995            7         (15)       2,987
    State, county and municipal securities...........     2,568           57          --        2,625
    Corporate bonds..................................     1,778           --         (25)       1,753
    Mortgage-backed securities.......................     4,570           26         (16)       4,580
                                                        -------    ---------       -----      -------
                                                        $13,855    $      90       $ (90)     $13,855
                                                        =======    =========       =====      =======

  DECEMBER 31, 1999:
    U.S. Treasury securities.........................   $ 1,973    $      --       $ (81)     $ 1,892
    U.S. Agency securities...........................     3,508           --         (49)       3,459
    State, county and municipal securities...........     3,194           78          --        3,272
    Corporate bonds..................................     4,213           --         (71)       4,142
    Mortgage-backed securities.......................     6,121           --         (42)       6,079
    Mutual funds.....................................     2,138           --          --        2,138
                                                        -------    ---------       -----      -------
                                                        $21,147    $      78       $(243)     $20,982
                                                        =======    =========       =====      =======
</TABLE>

                                       45
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

2. SECURITIES (CONTINUED)
    The scheduled maturities of securities held-to-maturity and
available-for-sale at December 31, 2000 are shown below. Actual maturities may
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                          HELD-TO-MATURITY       AVAILABLE-FOR-SALE
                                                        ---------------------   ---------------------
                                                                    ESTIMATED               ESTIMATED
                                                        AMORTIZED    MARKET     AMORTIZED    MARKET
                                                          COST        VALUE       COST        VALUE
                                                        ---------   ---------   ---------   ---------
<S>                                                     <C>         <C>         <C>         <C>
Due in one year or less...............................   $1,081      $1,081      $ 1,954     $ 1,955
Due after one year through five years.................    1,012       1,018        7,667       7,624
Due after five years through ten years................    2,343       2,407        1,636       1,681
Due after ten years...................................      429         438        2,598       2,595
                                                         ------      ------      -------     -------
                                                         $4,865      $4,944      $13,855     $13,855
                                                         ======      ======      =======     =======
</TABLE>

    Proceeds from sales and calls of securities available-for-sale during 2000,
1999, and 1998 were $357, $2,291, and $20,284, respectively. Gross gains of $7
were realized on those sales in 2000. Gross losses of $15 were realized on those
sales in 1999. Gross gains of $76 and gross losses of $60 were realized on those
sales and calls during 1998.

    Securities carried at approximately $9,794 and $5,878 at December 31, 2000
and 1999, respectively, were pledged to secure public funds on deposit and other
purposes.

    Included in accumulated other comprehensive income at December 31, 1999 are
unrealized losses on securities available for sale of $(165), net of taxes of
$52.

3. LOANS

    Loans consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                            2000       1999
                                                          --------   --------
<S>                                                       <C>        <C>
Commercial..............................................  $ 47,272   $ 42,242
Real estate--construction...............................     9,375      7,794
Real estate--other......................................   132,754    119,732
Consumer................................................     8,750     12,262
                                                          --------   --------
  Total loans...........................................   198,151    182,030
Less allowance for loan losses..........................    (3,553)    (1,978)
Less deferred loan fees.................................      (675)      (705)
                                                          --------   --------
  Loans, net............................................  $193,923   $179,347
                                                          ========   ========
</TABLE>

                                       46
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

3. LOANS (CONTINUED)
    Transactions in the allowance for loan losses are summarized as follows:

<TABLE>
<CAPTION>
                                                        2000       1999       1998
                                                      --------   --------   --------
<S>                                                   <C>        <C>        <C>
Balance, beginning of year..........................   $1,978     $1,953     $1,966
Provision for losses charges to expense.............    1,634        720        523
Loans charged off...................................     (431)      (900)      (734)
Recoveries on loans previously charged off..........      372        205        198
                                                       ------     ------     ------
Balance, end of year................................   $3,553     $1,978     $1,953
                                                       ======     ======     ======
</TABLE>

    At December 31, 2000 and 1999, the recorded investment in loans that are
considered to be impaired was $773 and $1,797, respectively, all of which, were
on a nonaccrual basis and for which the related allowance for loan losses is
approximately $123 and $184, respectively. The average recorded investment in
impaired loans during the year ended December 31, 2000, 1999, and 1998 was
approximately $1,313, $1,556, and $1,982, respectively. No interest income was
recognized on these loans. If these loans had been current throughout their
terms, interest income would have increased approximately $40, $165, and $209
for 2000, 1999, and 1998, respectively.

    In the ordinary course of business, the Company has granted loans to certain
executive officers, directors and companies with which they are associated.
Loans made to such related parties amounted to $2,810 in 2000 and $1,255 in
1999. Balances outstanding at December 31, 2000 and 1999 were $4,909 and $1,320,
respectively.

4. PREMISES AND EQUIPMENT

    Premises and equipment consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
Furniture, fixtures, and equipment..........................   $2,707     $3,126
Leasehold improvements......................................    1,338      1,304
                                                               ------     ------
                                                                4,045      4,430
Less accumulated depreciation and amortization..............   (2,767)    (2,763)
                                                               ------     ------
Premises and equipment, net.................................   $1,278     $1,667
                                                               ======     ======
</TABLE>

    During 2000 and 1999, the Bank wrote off $492 and $1,235, respectively, in
assets that had been fully depreciated in prior years.

                                       47
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

4. PREMISES AND EQUIPMENT (CONTINUED)

    At December 31, 2000, the Company was obligated under operating leases
requiring annual rentals as follows:

<TABLE>
<S>                    <C>
2001.................   $  699
2002.................      690
2003.................      473
2004.................      286
2005.................      212
Thereafter...........      443
                        ------
Total................   $2,803
                        ======
</TABLE>

    Rental expense was $911 in 2000, $864 in 1999, and $892 in 1998.

5. OTHER REAL ESTATE OWNED

    Other real estate owned consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
Foreclosed assets held for sale.............................    $380       $206
Valuation allowance.........................................     (65)        --
                                                                ----       ----
Other real estate owned, net................................    $315       $206
                                                                ====       ====
</TABLE>

6. INVESTMENT IN PARTNERSHIPS

    During 1998, the Bank received $2,549 in full settlement of its investment
in Ventura Affordable Homes, Ltd. The following paragraphs summarize the history
and resolution of that investment.

    The Company had a 50% limited partner interest in Ventura Affordable
Homes, Ltd. Affordable Communities, Inc., an unrelated entity, was the general
partner. The partnership was formed for the purpose of constructing a
low-to-moderate income housing development located in Ventura. The investment
was accounted for on the equity method. In 1992, the Company sold a parcel of
land to the partnership at its cost of $1,200. In exchange, the Company received
a second trust deed for $1,200. During 1994, the Company contributed the trust
deed and an additional $500 to the partnership. $258 was contributed to the
partnership in 1995.

    In January of 1997, a dispute arose between the Bank as limited partner and
Affordable Communities, Inc., the general partner, over the amount of management
fees claimed to be owed to the general partner by the partnership. In
February 1997, the Bank initiated a lawsuit against the general partner because
of this dispute. The Bank and the general partner negotiated a complete
settlement of the dispute and a request for dismissal was filed with the court.
In connection with the settlement agreement, the partnership was dissolved in
1998 and the Bank received a $2,549 distribution in full satisfaction of its 50%
interest in the partnership.

                                       48
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

7. BORROWINGS

    At December 31, 2000, the Company had an unused line of credit with one
bank. The line totals $5,000, has variable interest rates based on the lending
bank's daily Federal funds rates, and is due on demand. The line of credit is
unsecured.

    During 1999, in anticipation of potential Y2K related liquidity issues, the
Company obtained two lines of credit with the Federal Home Loan Bank.
Approximately $24,000 in loans and approximately $4,000 in investments held by
the Company secured these lines. On December 28, 1999, the Bank obtained two
advances against these lines, both due on January 18, 2000. One advance was for
$6,000, including interest at 6.09% and the other advance was for $4,000,
including interest at 5.98%. Both advances were repaid at maturity.

8. INCOME TAXES

    The current and deferred amounts of the provision for income taxes are as
follows:

<TABLE>
<CAPTION>
                                                         2000       1999       1998
                                                       --------   --------   --------
<S>                                                    <C>        <C>        <C>
Current:
  Federal............................................   $1,410     $  900      $508
  State..............................................      654        511       300
                                                        ------     ------      ----
                                                         2,064      1,411       808
Deferred.............................................   (1,035)      (266)     (130)
                                                        ------     ------      ----
Provision for income taxes...........................   $1,029     $1,145      $678
                                                        ======     ======      ====
</TABLE>

    The following summarizes the differences between the provision for income
taxes for financial statement purposes and the federal statutory rate of 34%:

<TABLE>
<CAPTION>
                                                            2000       1999       1998
                                                          --------   --------   --------
<S>                                                       <C>        <C>        <C>
Tax provision at federal statutory rate.................     34.0%      34.0%     34.0%
State franchise tax, net of federal income tax                6.9        7.0       7.6
  benefit...............................................
Municipal interest......................................     (2.6)      (3.3)     (9.6)
Benefit of deferred deductions, alternative minimum tax     (15.2)     (11.6)       --
  credits and changes in valuation allowance, net.......
Nondeductible merger related expenses...................       --         --       6.9
Other...................................................     (1.2)      (0.6)     (2.1)
                                                           ------     ------      ----
Tax provision...........................................     21.9%      25.5%     36.8%
                                                           ======     ======      ====
</TABLE>

                                       49
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

8. INCOME TAXES (CONTINUED)

    The tax effects of each type of significant item that gave rise to deferred
taxes are:

<TABLE>
<CAPTION>
                                                        2000       1999       1998
                                                      --------   --------   --------
<S>                                                   <C>        <C>        <C>
Deferred tax assets:
  Allowance for loan losses.........................   $1,109     $  445     $  356
  Deferred compensation and retirement benefits.....      639        717        850
  AMT credit carryover..............................       --        392        904
  Unrealized loss on securities available for
    sale............................................       --         52         --
  Depreciation......................................      122         41         --
  Other assets......................................      416        334        135
                                                       ------     ------     ------
                                                        2,286      1,981      2,245

Deferred tax liabilities:
  Unrealized gain on securities available for
    sale............................................       --         --        (68)
  Depreciation......................................       --         --        (60)
  Other liabilities.................................      (47)       (19)       (47)
                                                       ------     ------     ------
                                                          (47)       (19)      (175)
Valuation allowance.................................       --       (706)    (1,218)
                                                       ------     ------     ------
Net deferred tax assets.............................   $2,239     $1,256     $  852
                                                       ======     ======     ======
</TABLE>

9. PROFIT SHARING AND DEFERRED COMPENSATION PLANS

    PROFIT SHARING--The Company has a combination profit sharing and salary
deferral 401(k) plan for the benefit of its employees. Under the plan, eligible
employees may defer a portion of their salaries. The Company may, at its option,
make matching contributions to the employee salary deferrals or profit sharing
contributions. For 2000, 1999, and 1998, the Company's salary deferral matching
contribution amounted to $87, $79, and $73, respectively. No profit sharing
contributions were made in 2000, 1999, or 1998.

    DEFERRED COMPENSATION, DIRECTORS AND CHIEF EXECUTIVE OFFICERS--In May 1997,
the Company approved the Directors' Retirement Plan and the Chief Executive
Officer's Retirement Plan which restated and amended preexisting retirement
plans. The original plans provided for payments upon retirement, death or
disability for the benefit of directors and the chief executive officer (now a
director) of the Company. The preexisting and the restated Plans are
nonqualified and nonfunded plans. The preexisting Plans had been amended several
times and as of January 1, 1997 provided for six years of retirement benefits
upon retirement. Under the restated Plans, each participant upon normal
retirement, death, or disability will receive a monthly retirement benefit for
120 months in an amount stipulated in the agreement. During 1998, the Company
again amended the Plans to provide for significant reductions in the retirement
benefits, eliminated participation by any existing Director with less than five
years of service and closed the Plans for participation by any new Directors.

    DEFERRED COMPENSATION, SENIOR OFFICERS--The Company has a nonqualified,
nonfunded income continuation plan providing for payments upon retirement, death
or disability of certain employees. Under the Plan, certain employees will
receive retirement payments equal to a portion of the last three years'

                                       50
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

9. PROFIT SHARING AND DEFERRED COMPENSATION PLANS (CONTINUED)
average compensation. The payments are to be made monthly for a period of ten
years. The Plan also provides for reduced benefits upon early retirement,
disability or termination of employment.

    As of December 31, 2000 and 1999, the projected benefit obligation and the
net benefit liability of these Plans are $1,270 and $1,544, respectively, and
are included in other liabilities in the accompanying consolidated financial
statements. Compensation expense relating to these Plans was $25, $156, and
$386, in 2000, 1999, and 1998, respectively.

    In anticipation of the future obligation of the deferred compensation plans,
the Company has invested in life insurance policies, which are carried at cash
surrender value. The Company's intention is to partially fund these plans from
the proceeds and investment earnings of these insurance policies.

10. STOCK OPTION PLANS

    The Company has a stock option plan (the "1998 Plan") that provides for the
granting of options to directors and officers to purchase stock at its market
value on the date the options are granted. There are 480,000 shares of Americorp
Stock reserved for issuance upon exercise of options granted under the 1998
Plan. Options granted under the 1998 Plan may not extend more than ten years
from the date of grant.

    In accordance with SFAS No. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION",
which was effective as of January 1, 1996, the fair value of option grants is
estimated on the date of grant using the Black-Scholes option-pricing model for
proforma footnote purposes with the following assumptions used for grants in all
years:

<TABLE>
<CAPTION>
                                                           2000          1999          1998
                                                         --------      --------      --------
<S>                                                      <C>           <C>           <C>
Dividend yields........................................    2.98%         2.30%         2.50%
Risk-free interest rates...............................    6.45%         5.87%         5.37%
Expected option life--in years.........................    3.81          3.83          3.63
Expected volatility....................................   12.46%         8.88%         6.20%
</TABLE>

                                       51
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

10. STOCK OPTION PLANS (CONTINUED)
    A summary of the status of the Company's stock option plan and the changes
in the shares outstanding for the three years ended December 31, 2000 is as
follows:

<TABLE>
<CAPTION>
                                                                 WEIGHTED AVERAGE
                                                                -------------------
                                                                EXERCISE     FAIR
                                                      SHARES     PRICE      VALUE
                                                     --------   --------   --------
<S>                                                  <C>        <C>        <C>
Options outstanding January 1, 1998................   309,638    10.01
Granted............................................   114,466    14.38      $1.49
                                                                            =====
Exercised..........................................  (188,946)    8.45
Canceled...........................................   (18,234)   12.39
                                                     --------
Options outstanding December 31, 1998..............   216,924    13.81
Granted............................................   126,800    19.33      $2.61
                                                                            =====
Exercised..........................................   (70,970)   12.75
Canceled...........................................   (31,332)   15.22
                                                     --------
Options outstanding December 31, 1999..............   241,422    16.83
Granted............................................   160,528    18.76      $1.82
                                                                            =====
Exercised..........................................   (28,314)   13.41
Canceled...........................................   (22,972)   17.86
                                                     --------
Options outstanding December 31, 2000..............   350,664    17.92
                                                     ========
</TABLE>

    The above table also includes activity in the stock option plans of Channel
Islands Bank prior to the merger on December 31, 1998.

    The following table summarizes information about stock options outstanding
at December 31, 2000:

<TABLE>
<CAPTION>
                                        WEIGHTED-
                                         AVERAGE      WEIGHTED-                 WEIGHTED-
      RANGE OF            NUMBER        REMAINING      AVERAGE      NUMBER       AVERAGE
   EXERCISE PRICES      OUTSTANDING   LIFE IN YEARS     PRICE     EXERCISABLE     PRICE
---------------------   -----------   -------------   ---------   -----------   ---------
<S>                     <C>           <C>             <C>         <C>           <C>
      $12.36               36,408          7.2         $12.36        16,024      $12.36
$14.00 to $16.00           18,280          1.2         $14.41        14,520      $14.37
$16.01 to $18.00           45,640          4.1         $17.09        17,784      $16.90
$18.01 to $20.00          250,336          3.8         $19.14       100,132      $19.14
                          -------                                   -------
                          350,664          4.0         $17.92       148,460      $17.68
                          =======                                   =======
</TABLE>

    As permitted by SFAS No. 123, the Company has chosen to continue accounting
for stock options at their intrinsic value. Accordingly, no compensation expense
has been recognized for its stock option compensation plans. Had the fair value
method of accounting been applied to the Company's stock option

                                       52
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

10. STOCK OPTION PLANS (CONTINUED)
plans, net income and earnings per share would have been reduced to the pro
forma amounts indicated below:

<TABLE>
<CAPTION>
                                                        2000       1999       1998
                                                      --------   --------   --------
<S>                                                   <C>        <C>        <C>
Net Income:
  As Reported.......................................   $3,664     $3,322     $1,164
  Pro Forma.........................................   $3,505     $3,239     $1,141

Basic Earnings per Share:
  As Reported.......................................   $ 1.75     $ 1.60     $ 0.59
  Pro Forma.........................................   $ 1.67     $ 1.55     $ 0.58

Diluted Earnings per Share:
  As Reported.......................................   $ 1.73     $ 1.49     $ 0.55
  Pro Forma.........................................   $ 1.66     $ 1.45     $ 0.53
</TABLE>

11. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

    Most of the Company's business activity is with customers throughout its
primary market area of Ventura County, California. Although the Company seeks to
avoid concentrations of loans to a single industry or based upon a single class
of collateral, real estate and real estate associated businesses are among the
principal industries in the Company's market area and, as a result, the
Company's loan and collateral portfolios are, to some degree, concentrated in
those industries.

    Investments in state and municipal securities involve governmental entities
within the State of California. The Bank maintains amounts on deposit with
correspondent banks that exceed federally insured limits. The Bank has not
experienced any losses in connection with such accounts.

12. POSTRETIREMENT BENEFIT PLANS OTHER THAN PENSIONS

    The Company provides health and life insurance benefits to retired employees
and directors. Employees may become eligible for benefits if they retire after
attaining specified age and service requirements while they worked for the
Company. Directors may become eligible after five years regardless of their age
at retirement.

    The Company implemented the provisions of SFAS No. 106, "EMPLOYERS'
ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS" effective
January 1, 1996. These benefits are now accrued over the period the employee
provides services to the Company. Prior to the change, costs were charged to
expense as incurred. The Company elected the delayed recognition treatment of
the adoption of SFAS 106. Under this method, the transition obligation will be
amortized on a straight line basis over the remaining service period of active
plan participants. The Company's current policy is to fund the cost of
postretirement health care and life insurance plans on a pay-as-you-go basis.

                                       53
<PAGE>
                            AMERICORP AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (DOLLAR AMOUNTS IN THOUSANDS) (CONTINUED)

12. POSTRETIREMENT BENEFIT PLANS OTHER THAN PENSIONS (CONTINUED)

    The net periodic cost for postretirement health care and life insurance
benefits includes the following:

<TABLE>
<CAPTION>
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
Service cost................................................    $48        $45
Interest cost...............................................     18         15
Amortization of unrecognized transition obligation..........      9          8
                                                                ---        ---
Total.......................................................    $75        $68
                                                                ===        ===
</TABLE>

    Summary information on the Company's plans is as follows:

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   DECEMBER 31,
                                                          2000           1999
                                                      ------------   ------------
<S>                                                   <C>            <C>
Accumulated postretirement benefit obligation:
  Retirees..........................................      $  --          $  --
  Fully eligible, active employees..................         73             63
  Other active plan participants....................        213            180
                                                          -----          -----
  Total.............................................        286            243
Fair value of plan assets...........................         --             --
                                                          -----          -----
Unfunded accrued postretirement benefits
  obligation........................................        286            243
Unrecognized prior service cost.....................        (70)            --
Unrecognized net gain...............................        139             47
Unrecognized net transition obligation..............       (127)          (137)
                                                          -----          -----
Accrued postretirement benefit cost.................      $ 228          $ 153
                                                          =====          =====
</TABLE>

    The assumed discount rate and the assumed rate of increase in compensation
levels are 7.25%. The assumed health care cost trend rate used in measuring the
accumulated postretirement benefit obligation was 5.5% declining to 4.75% in
6 years. If the health care cost trend rate assumptions were increased by 1%,
the accrued postretirement benefit cost, as of December 31, 2000, would be
increased by approximately $36.

13. STOCK SPLIT

    On March 18, 1999, the Board of Directors of the Company declared a
two-for-one stock split of its outstanding shares of common stock. All per share
data has been retroactively adjusted to reflect this split.

14. REGULATORY MATTERS

    The Company and Bank is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could have a direct
material effect on the Company's and Bank's financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
the Company and Bank must meet specific capital guidelines that involve
quantitative measures of the Company and Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Company's and Bank's

                                       54
<PAGE>
                            AMERICORP AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (DOLLAR AMOUNTS IN THOUSANDS) (CONTINUED)

14. REGULATORY MATTERS (CONTINUED)
capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors.

    Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier 1 capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as
defined) to average assets (as defined). Management believes, as of
December 31, 2000, that the Company and the Bank meet all capital adequacy
requirements to which it is subject.

    As of December 31, 2000, the most recent notification from the FDIC
categorized the Bank as well-capitalized under the regulatory framework for
prompt corrective action (there are no conditions or events since that
notification that management believes have changed the Bank's category). To be
categorized as well-capitalized, the Bank must maintain minimum ratios as set
forth in the table below. The following table also sets forth the Bank's actual
capital amounts and ratios (the Company's capital ratios are comparable to the
Bank's):

<TABLE>
<CAPTION>
                                                                               AMOUNT OF CAPITAL REQUIRED
                                                                        -----------------------------------------
                                                                         TO BE ADEQUATELY         TO BE WELL
                                                    ACTUAL                  CAPITALIZED           CAPITALIZED
                                              -------------------       -------------------   -------------------
                                               AMOUNT     RATIO          AMOUNT     RATIO      AMOUNT     RATIO
                                              --------   --------       --------   --------   --------   --------
<S>                                           <C>        <C>            <C>        <C>        <C>        <C>
AS OF DECEMBER 31, 2000:
  Tier 1 Capital (to Average Assets)........  $25,059       9.5%        $10,600      4.0%     $13,250       5.0%
  Tier 1 Capital (to Risk-Weighted
    Assets).................................  $25,059      11.0%        $ 9,076      4.0%     $13,615       6.0%
  Total Capital (to Risk-Weighted Assets)...  $27,904      12.3%        $18,153      8.0%     $22,691      10.0%

AS OF DECEMBER 31, 1999:
  Tier 1 Capital (to Average Assets)........  $23,093       9.5%        $ 9,705      4.0%     $12,131       5.0%
  Tier 1 Capital (to Risk-Weighted
    Assets).................................  $23,093      10.9%        $ 8,480      4.0%     $12,720       6.0%
  Total Capital (to Risk-Weighted Assets)...  $25,071      11.8%        $16,960      8.0%     $21,200      10.0%
</TABLE>

15. COMMITMENTS AND CONTINGENCIES

    The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit and standby
letters of credit. These instruments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the
statement of financial position. Exposure to credit loss in the event of
nonperformance by the other party to commitments to extend credit and standby
letters of credit is represented by the contractual notional amount of those
instruments. At December 31, 2000, the Company had commitments to extend credit
of $47,776 and obligations under standby letters of credit of $690.

    Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.

                                       55
<PAGE>
                            AMERICORP AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (DOLLAR AMOUNTS IN THOUSANDS) (CONTINUED)

15. COMMITMENTS AND CONTINGENCIES (CONTINUED)
    Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements,
including commercial paper, bond financing, and similar transactions.

    The Company uses the same credit policies in making commitments and
conditional commitments as it does for extending loan facilities to customers.
The Company evaluates each customer's credit-worthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary upon extension of credit,
is based on management's credit evaluation of the counterparty. Collateral held
varies but may include accounts receivable, inventory, property, plant, and
equipment and real estate.

    The Company is involved in various litigation that has arisen in the
ordinary course of its business. In the opinion of management and legal counsel,
the disposition of such pending litigation will not have a material effect on
the Company's financial statements.

16. FAIR VALUE OF FINANCIAL INSTRUMENTS

    Financial Accounting Standards No. 107 ("FAS 107"), "DISCLOSURES ABOUT FAIR
VALUE OF FINANCIAL INSTRUMENTS" requires corporations to disclose the fair value
of its financial instruments, whether or not recognized in the balance sheet,
where it is practical to estimate that value.

    Fair value estimates are based on relevant market information about the
financial instruments. These estimates do not reflect any premium or discount
that could result from offering for sale at one time the Company's entire
holding of a particular financial instrument. In cases where quoted market
prices are not available, fair value estimates are based on judgements regarding
future expected loss experience, current economic conditions, risk
characteristics of various financial instruments, and other factors.

    These estimates are subjective in nature and involve uncertainties and
matters of significant judgement and, therefore, cannot be determined with
precision. Changes in assumptions could significantly affect the estimates. In
addition, the tax ramifications related to the realization of the unrealized
gains and losses can have a significant effect on fair value estimates and have
not been considered in the estimates.

    The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:

    CASH AND CASH EQUIVALENTS--The carrying amounts reported in the balance
sheets for cash and short-term instruments approximate those assets' fair
values.

    SECURITIES--Fair values were based on quoted market prices, where available.
If quoted market prices were not available, fair values were based on quoted
market prices of comparable instruments.

                                       56
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

16. FAIR VALUE OF FINANCIAL INSTRUMENTS

    FEDERAL HOME LOAN BANK STOCK--The fair value of Federal Home Loan Bank stock
is based on its redemption value.

    LOANS--The carrying values, reduced by estimated inherent credit losses, of
variable-rate loans and other loans with short-term characteristics were
considered fair values. For other loans, the fair market values were calculated
by discounting scheduled future cash flows using current interest rates offered
on loans with similar terms adjusted to reflect the estimated credit losses
inherent in the portfolio.

    ACCRUED INTEREST RECEIVABLE AND ACCRUED INTEREST PAYABLE--The carrying
amounts reported in the balance sheets for accrued interest receivable and
accrued interest payable approximate their fair values.

    CASH SURRENDER VALUE OF LIFE INSURANCE--The fair value of life insurance
policies are based on their surrender value.

    DEPOSIT LIABILITIES--The fair value of deposits with no stated maturity,
such as noninterest-bearing demand deposits, NOW, savings, and money market
deposits, was, by definition, equal to the amount payable on demand. The fair
value of certificates of deposit was based on the discounted value of
contractual cash flows, calculated using the discount rates that equaled the
interest rates offered at the valuation date for deposits of similar remaining
maturities.

    BORROWINGS----Due to the short-term nature of other borrowings, book value
is determined to approximate fair value.

    The following is a summary of the carrying amounts and estimated fair values
of the Company's financial assets and liabilities at December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                 2000                    1999
                                                         ---------------------   ---------------------
                                                         CARRYING   ESTIMATED    CARRYING   ESTIMATED
                                                          AMOUNT    FAIR VALUE    AMOUNT    FAIR VALUE
                                                         --------   ----------   --------   ----------
<S>                                                      <C>        <C>          <C>        <C>
Financial Assets:
  Cash and due from banks..............................  $25,746     $25,746     $12,839     $12,839
  Federal funds sold...................................   18,600      18,600      18,000      18,000
  Securities...........................................   18,720      18,799      27,364      27,424
  Federal Home Loan Bank stock.........................      491         491         750         750
  Loans, net of allowance for loan losses..............  193,923     187,084     179,347     177,422
  Accrued interest receivable..........................    1,537       1,537       1,284       1,284
  Cash surrender value of life insurance...............    3,031       3,031       2,758       2,758
Financial Liabilities:
  Deposits.............................................  238,149     238,427     209,877     209,929
  Borrowings...........................................       --          --      10,000      10,000
  Accrued interest payable.............................      402         402         354         354
</TABLE>

    At December 31, 2000 and 1999, the Bank had outstanding standby letters of
credit and commitments to extend credit. These off-balance sheet financial
instruments are generally exercisable at the market rate prevailing at the date
the underlying transaction will be completed, and, therefore, they were deemed
to have no current fair market value (see Note 15).

                                       57
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

17. MERGER WITH CHANNEL ISLANDS BANK

    At the close of business on December 31, 1998, the Company consummated a
merger with Channel Islands Bank. This merger was accounted for by the pooling
of interest method, whereby the Company's Financial Statements have been
restated as if the two companies were historically one unit. A total of 405,505
common shares were issued to the shareholders of Channel Islands Bank in
connection with this merger.

    The following table summarizes the separate revenue and net income of the
Company and Channel Islands Bank that have been reported in the restated
financial statements included herein:

<TABLE>
<CAPTION>
                                                             2000       1999       1998
                                                           --------   --------   --------
<S>                                                        <C>        <C>        <C>
Interest and Noninterest Income:
  The Company............................................  $24,350    $21,719    $12,366
  Channel Islands Bank...................................       --         --      8,396
                                                           -------    -------    -------
                                                           $24,350    $21,719    $20,762
                                                           =======    =======    =======
Net Income:
  The Company............................................  $ 3,664    $ 3,322    $   507
  Channel Islands Bank...................................       --         --        657
                                                           -------    -------    -------
                                                           $ 3,664    $ 3,322    $ 1,164
                                                           =======    =======    =======
</TABLE>

    In connection with this merger, the Company identified one-time
restructuring charges and incurred merger-related costs of $518 ($434 after
tax). These restructuring charges and merger-related costs included employee
benefits and severance payments, professional fees associated with the merger
and asset-related write-downs related to the closure of one branch location. The
majority of these costs were incurred in 1998, however $159 of these costs were
accrued at the consummation of the merger on December 31, 1998 and paid in 1999.

                                       58
<PAGE>
                            AMERICORP AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                         (DOLLAR AMOUNTS IN THOUSANDS)

18. PARENT COMPANY INFORMATION

    The following are condensed financial statements of Americorp (parent
company only) as of and for the years ended December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
CONDENSED BALANCE SHEET
Cash........................................................  $   378    $    26
Investment in and advances to the Bank......................   25,076     23,005
Other assets................................................      374        285
                                                              -------    -------
  TOTAL ASSETS..............................................  $25,828    $23,316
                                                              =======    =======
Liabilities.................................................  $   316    $   252
Stockholders' equity........................................   25,512     23,064
                                                              -------    -------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................  $25,828    $23,316
                                                              =======    =======
CONDENSED STATEMENT OF INCOME
Equity in earnings of the Bank..............................  $ 3,719    $ 3,370
Other.......................................................      (55)       (48)
                                                              -------    -------
  NET INCOME................................................  $ 3,664    $ 3,322
                                                              =======    =======

CONDENSED STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................  $ 3,664    $ 3,322
Adjustments:
  Undistributed earnings of the Bank........................   (1,958)    (2,344)
  Change in other assets....................................      (89)      (156)
  Change in other liabilities...............................       64        123
                                                              -------    -------
Net cash provided by operating activities...................    1,681        945
                                                              =======    =======
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in and advances to the Bank......................       --       (533)
                                                              -------    -------
Net Cash Used by Investing Activities.......................       --       (533)
                                                              -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock......................      406        533
Retirement of Stock.........................................     (625)        --
Dividends paid..............................................   (1,110)      (928)
                                                              -------    -------
Net cash used for financing activities......................   (1,329)      (395)
                                                              -------    -------
  CHANGE IN CASH............................................      352         17
Cash at Beginning of Year...................................       26          9
                                                              -------    -------
  CASH AT END OF YEAR.......................................  $   378    $    26
                                                              =======    =======
</TABLE>

                                       59
<PAGE>
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURES

            None

                                       60
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The following table sets forth information on the current members of the
Boards of Directors of Americorp and ACB as of February 1, 2001.

<TABLE>
<CAPTION>
                                                                                            YEAR FIRST
                                                                                            ELECTED OR
NAME                                      AGE      BUSINESS EXPERIENCE FOR PAST FIVE YEARS  APPOINTED
----                                    --------   ---------------------------------------  ----------
<S>                                     <C>        <C>                                      <C>
Michael T. Hribar.....................     53      Certified Public Accountant                 1998

Allen W. Jue..........................     65      Former Chairman of the Board                1973
                                                     (1994-2000); Owner, Jue's Market

Robert J. Lagomarsino.................     74      Chairman of the Board, Americorp and        1993
                                                     ACB; President, Lagomarsino Minerals,
                                                     Inc.; VP Lagomarsino's, Inc. (family
                                                     business); U.S. Congress, 1974-93

Gerald J. Lukiewski...................     47      Banker, President of ACB 3/98 to            1998
                                                     present; S.V.P. Chief Credit Officer
                                                     7/97 to 3/98; V.P. Regional Manager
                                                     9/96 to 7/97; prior thereto various
                                                     Vice President positions with Santa
                                                     Barbara Bank & Trust Co. and Bank of
                                                     A Levy

E. Thomas Martin......................     57      Manager, Sunset Beach Estates, LLC          1996
                                                     (real estate development) 1999 to
                                                     present; Chairman, DSI Toys, Inc.
                                                     (toy manufacturer) 1999 to present;
                                                     President, Martin Resorts, Inc.
                                                     (hotel) 1998 to present; Manager,
                                                     Martin & Hobbs LLC (real estate and
                                                     vineyards) 1996 to present;
                                                     President, Martin & MacFarlane, Inc.
                                                     (outdoor advertising and winery)
                                                     1976-1998; President, MW Sign Corp.
                                                     (management company) 1991- 1998

Harry L. Maynard......................     73      Retired, former President of ACB            1976

Edward F. Paul........................     63      President, Walker, Inc. (real estate        1998
                                                     management and sales); President, CIB
                                                     1995-96

Joseph L. Priske......................     51      CEO, Priske-Jones Company (real estate      1998
                                                     development)

Jacqueline S. Pruner..................     62      Vice Chairman of the Board; Consultant,     1998
                                                     American Medical Response 6/94-5/97;
                                                     Co-Owner, Pruner Investments
</TABLE>

                                       61
<PAGE>
    The following table sets forth information on the current executive officers
of ACB as of February 1, 2001.

<TABLE>
<CAPTION>
                                                                                            YEAR FIRST
                                                                                            ELECTED OR
NAME                                      AGE      BUSINESS EXPERIENCE FOR PAST FIVE YEARS  APPOINTED
----                                    --------   ---------------------------------------  ----------
<S>                                     <C>        <C>                                      <C>
Gerald J. Lukiewski...................     47      Banker, President of ACB 3/98 to            1998
                                                     present; S.V.P. Chief Credit Officer
                                                     7/97 to 3/98; V.P. Regional Manager
                                                     9/96 to 7/97; prior thereto various
                                                     Vice President positions with Santa
                                                     Barbara Bank & Trust Co. and Bank of
                                                     A. Levy

Charles A. Myers......................     62      Banker, Senior Vice President and Chief     1999
                                                     Credit Officer of ACB 5/00 to
                                                     present; SVP and Chief Lending
                                                     Officer of ACB 11/99 to 5/00; First
                                                     Vice President with East West Bank
                                                     1/94 to 11/99

Ronald S. Paul........................     58      Banker, Senior Vice President and Chief     1998
                                                     Administrative Officer of ACB 6/98 to
                                                     present; VP/Director of Human
                                                     Resources of ACB 7/98 to 6/99;
                                                     General Manager/Attorney,
                                                     Lagomarsino's (beverage distributor)
                                                     3/91 to 11/97

Keith Sciarillo.......................     39      Banker, Senior Vice President and Chief     1999
                                                     Financial Officer of ACB 11/99 to
                                                     present; Controller of ACB 1/99 to
                                                     10/99; Chief Financial Officer of ACB
                                                     8/94 to 12/98 (prior to merger with
                                                     CIB)

Susan Woolf...........................     52      Banker, Senior Vice President and Chief     1999
                                                     Operating Officer of ACB 11/99 to
                                                     present; Vice President Sales and
                                                     Service Manager 11/96 to 10/99; prior
                                                     thereto First V.P., Great Western
                                                     Bank
</TABLE>

    Messrs. Lukiewski and Sciarillo also serve as the President and Chief
Financial Officer, respectively, of Americorp.

                                       62
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

    Set forth below is the compensation accrued during 2000 to the executive
officers of Americorp/ ACB who received total annual salary and bonus of more
than $100,000 during 2000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                OTHER
                                                                                               ANNUAL
                                                                         SALARY     BONUS      COMPEN-
                NAME AND PRINCIPAL POSITION                    YEAR      ($)(1)      ($)      SATION(2)
                ---------------------------                  --------   --------   --------   ---------
<S>                                                          <C>        <C>        <C>        <C>
Gerald J. Lukiewski(3).....................................    2000     166,950    120,000          --
  President                                                    1999     143,655     50,000          --
                                                               1998     114,167     50,000          --

Ronald S. Paul(4)..........................................    2000      97,752     26,008          --
  SVP and Chief Admin. Officer                                 1999      88,087     24,625          --
                                                               1998      36,160         --          --

Charles A. Myers(5)........................................    2000     108,000      8,503          --
  SVP and Chief Lending Officer                                1999      11,800          0          --
                                                               1998           0          0          --
</TABLE>

------------------------

(1) Amounts shown include cash and non-cash compensation earned and received,
    including monthly auto allowances.

(2) No executive officer received perquisites or other personal benefits in
    excess of the lesser of $50,000 or 10% of each such officer's total annual
    salary and bonus.

(3) Became President on March 2, 1998 and Senior Vice President and Chief Credit
    Officer prior thereto.

(4) Became Senior Vice President and Chief Administrative Officer in July 1999.

(5) Became Senior Vice President and Chief Lending Officer in November 1999.

OPTION GRANTS IN 2000

    In connection with the merger with CIB, Americorp adopted a new stock option
plan. Previous stock option plans of Americorp were terminated at such time but
options granted pursuant to such plans remained outstanding and exercisable in
accordance with their terms. Americorp did not grant any options during 2000
under the various Americorp stock option plans to the officers set forth in the
Summary Compensation Table.

                                       63
<PAGE>
    The following table sets forth certain information concerning unexercised
options under the Americorp stock option plans to the persons named in the
Summary Compensation Table.

<TABLE>
<CAPTION>
                     (A)                           (B)         (C)           (D)             (E)
                                                                          NUMBER OF
                                                                         SECURITIES       VALUE OF
                                                                         UNDERLYING      UNEXERCISED
                                                                         UNEXERCISED    IN-THE-MONEY
                                                                         OPTIONS AT        OPTIONS
                                                                         12/31/00(#)     12/31/00($)
                                                 SHARES                 -------------   -------------
                                               ACQUIRED ON   REALIZED   EXERCISABLE/    EXERCISABLE/
                    NAME                       EXERCISE(#)    ($)(1)    UNEXERCISABLE   UNEXERCISABLE
                    ----                       -----------   --------   -------------   -------------
<S>                                            <C>           <C>        <C>             <C>
Lukiewski....................................        0          --      19,440/16,160   $  21,200/800
Paul.........................................        0          --        5,680/5,520   $         0/0
Myers........................................        0          --        4,000/6,000   $         0/0
</TABLE>

------------------------

(1) The aggregate value has been determined based upon the closing sales price
    for Americorp's stock as of December 31, 2000, minus the exercise price.

DIRECTOR COMPENSATION

    In 2000, each of the then directors received (i) $1,000 per month in
director's fees for the first 5 months, and $2,000 per month in director's fees
for the last 7 months of 2000; (ii) the Secretary to the Board received $2,000
per month in fees; (iii) the Vice Chairman of the Board received $2,000 per
month in fees; and (iv) the Chairman of the Board received $3,500 per month in
fees for the first 5 months of 2000, and $3,000 per month in fees for the last
7 months of 2000.

EMPLOYMENT AGREEMENT

    In connection with his appointment as President and Chief Executive Officer
of Americorp and ACB, ACB entered into an employment agreement with Gerald J.
Lukiewski as of March 2, 1998. The agreement, as amended and extended, currently
provides for a three year term with an annual salary of $135,000. The agreement
also provides for participation in ACB's bonus plan and certain other benefits,
including vacation, automobile allowance, insurance, retirement benefits and
expense reimbursements. In the event of termination without cause, the agreement
provides for the lesser of (i) three months of additional salary and benefits or
(ii) the remaining salary and benefits due under the term of the agreement.

    On April 27, 2000, ACB entered into a change in control agreement with
Mr. Lukiewski. This agreement provides that if after a change in control of the
Bank, if Mr. Lukiewski's employment is terminated within three years after such
a change of control, or Mr. Lukiewski should terminate employment as a result of
a good reason as defined in the agreement, Mr. Lukiewski would be entitled to
his full base salary through the date of termination plus an amount equal to
Mr. Lukiewski's monthly base salary at the highest rate in effect during the
twelve month period immediately preceding the date of termination multiplied by
35.

                                       64
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    Except as set forth in the following table, management of Americorp does not
know of any person who owns beneficially more than 5% of Americorp Stock. The
following table sets forth certain information as of February 1, 2001,
concerning the beneficial ownership of Americorp Stock by each of the current
directors of Americorp and ACB and by all current directors and executive
officers of Americorp and ACB as a group.

<TABLE>
<CAPTION>
                                                         AMOUNT OF BENEFICIAL       PERCENT OF
NAME OF BENEFICIAL OWNER                                     OWNERSHIP(1)            CLASS(2)
------------------------                                 --------------------       ----------
<S>                                                      <C>                        <C>
Michael T. Hribar......................................         22,410(3)               1.02%
Allen W. Jue...........................................         30,383(4)               1.38%
Robert J. Lagomarsino..................................         90,624(4)               4.12%
Gerald J. Lukiewski....................................         21,840(5)               0.99%
E. Thomas Martin.......................................        123,150(6)               5.60%
Harry L. Maynard.......................................         38,404(4)               1.75%
Edward F. Paul.........................................         91,252(3)               4.15%
Joseph L. Priske.......................................         23,031(7)               1.05%
Jacqueline S. Pruner...................................         41,248(3)               1.88%
Directors and Executive Officers as a Group (13
  persons).............................................        500,962(8)              22.79%
</TABLE>

------------------------

(1) Beneficial owner of a security includes any person who, directly or
    indirectly, through any contract, arrangement, understanding, relationship,
    or otherwise has or shares; (a) voting power, which includes the power to
    vote, or to direct the voting of such security; and/or; (b) investment power
    which includes the power to dispose, or to direct the disposition of such
    security. Beneficial owner also includes any person who has the right to
    acquire beneficial ownership of such security as defined above within 60
    days of the date specified.

(2) Shares subject to options held by directors and executive officers that were
    exercisable within 60 days after February 1, 2001 are treated as issued and
    outstanding for the purpose of computing the percentage of class owned by
    such person (or group) but not for the purpose of computing the percentage
    of class owned by any other individual person.

(3) Includes 7,708 shares exercisable pursuant to the Americorp stock option
    plans.

(4) Includes 8,000 shares exercisable pursuant to the Americorp stock option
    plans.

(5) Includes 19,840 shares exercisable pursuant to the Americorp stock option
    plans.

(6) Includes 5,600 shares exercisable pursuant to the Americorp stock option
    plans.

(7) Includes 12,078 shares exercisable pursuant to the Americorp stock option
    plans.

(8) Includes 103,262 shares exercisable pursuant to Americorp stock option
    plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Some of the current directors and officers of Americorp and ACB and the
companies with which they are associated have been customers of, and have had
banking transactions with ACB, in the ordinary course of ACB's business, and ACB
expects to continue to have such banking transactions in the future. All loans
and commitments to lend included in such transactions have been made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with persons of similar
creditworthiness, and in the opinion of management of ACB, have not involved
more than the normal risk of repayment or presented any other unfavorable
features.

                                       65
<PAGE>
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
    EXHIBITS:               DESCRIPTION
    ---------               -----------
    <C>                     <S>
             3.1            Articles of Incorporation of Americorp(A)
             3.2            Bylaws of Americorp, as amended(A)
             3.3            Certificate of Secretary of Amendment to Bylaws(B)
             3.4            Certificate of Secretary of Amendment to Bylaws
            10.1            Employment Agreement of Gerald J. Lukiewski(A)
            10.2            1994 Stock Option Plan(A)
            10.3            1998 Stock Option Plan(A)
            10.4            ACB 401K Profit Sharing Plan(A)
            10.5            Restated and Amended Senior Executives Retirement Plan(A)
            10.6            Restated and Amended Chief Executive Officer Retirement
                              Plan(A)
            10.7            Restated and Amended Directors Retirement Plan(A)
            10.8            Data Processing Agreement with Electronic Data Systems
                              Corp.(A)
            10.9            First Amendment of Employment Agreement of Gerald
                              Lukiewski(B)
            10.10           Change of Control Agreement of Gerald J. Lukiewski(B)
            16.             Letter concerning change in certifying accountant(C)
            21.             Subsidiary of Americorp--American Commercial Bank is the
                              only subsidiary of Americorp
            23.1            Consent of Vavrinek, Trine, Day & Co., LLP
</TABLE>

------------------------

(A)  Filed with the SEC in Registration Statement 333-63841 on Form S-4 and by
     this reference incorporated herein.

(B)  Contained in Americorp's Report on Form 10-Q as of September 30, 2000 filed
     with the SEC on November 13, 2000 and by this reference incorporated
    herein.

(C)  Contained in Americorp's Report on Form 8-K filed with the SEC on
     December 4, 1998 and by this reference incorporated herein.

REPORTS ON FORM 8-K:

    None.

                                       66
<PAGE>
                                   SIGNATURES

    In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, Americorp caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on March 30, 2001.

<TABLE>
<S>                                                    <C>  <C>
                                                       AMERICORP

                                                       By:           /s/ GERALD J. LUKIEWSKI
                                                            -----------------------------------------
                                                                       Gerald J. Lukiewski
                                                              PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                                       By:             /s/ KEITH SCIARILLO
                                                            -----------------------------------------
                                                                         Keith Sciarillo
                                                                     CHIEF FINANCIAL OFFICER
</TABLE>

    In accordance with the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of Americorp and in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                                                                                           Dated:
<C>                                                    <S>                             <C>
                  /s/ ALLEN W. JUE
     -------------------------------------------       Director                        March 30, 2001
                    Allen W. Jue

                /s/ MICHAEL T. HRIBAR
     -------------------------------------------       Director                        March 30, 2001
                  Michael T. Hribar

              /s/ ROBERT J. LAGOMARSINO
     -------------------------------------------       Chairman of the                 March 30, 2001
                Robert J. Lagomarsino                   Board of Directors

               /s/ GERALD J. LUKIEWSKI
     -------------------------------------------       Director                        March 30, 2001
                 Gerald J. Lukiewski

                /s/ E. THOMAS MARTIN
     -------------------------------------------       Director                        March 30, 2001
                  E. Thomas Martin

                /s/ HARRY L. MAYNARD
     -------------------------------------------       Director                        March 30, 2001
                  Harry L. Maynard

                 /s/ EDWARD P. PAUL
     -------------------------------------------       Director                        March 30, 2001
                   Edward P. Paul

                /s/ JOSEPH L. PRISKE
     -------------------------------------------       Director                        March 30, 2001
                  Joseph L. Priske

              /s/ JACQUELINE S. PRUNER
     -------------------------------------------       Director                        March 30, 2001
                Jacqueline S. Pruner
</TABLE>

                                       67
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
    EXHIBITS:               DESCRIPTION
    ---------               -----------
    <C>                     <S>
             3.1            Articles of Incorporation of Americorp(A)
             3.2            Bylaws of Americorp, as amended(A)
             3.3            Certificate of Secretary of Amendment to Bylaws(B)
             3.4            Certificate of Secretary of Amendment to Bylaws
            10.1            Employment Agreement of Gerald J. Lukiewski(A)
            10.2            1994 Stock Option Plan(A)
            10.3            1998 Stock Option Plan(A)
            10.4            ACB 401K Profit Sharing Plan(A)
            10.5            Restated and Amended Senior Executives Retirement Plan(A)
            10.6            Restated and Amended Chief Executive Officer Retirement
                              Plan(A)
            10.7            Restated and Amended Directors Retirement Plan(A)
            10.8            Data Processing Agreement with Electronic Data Systems
                              Corp.(A)
            10.9            First Amendment of Employment Agreement of Gerald
                              Lukiewski(B)
            10.10           Change of Control Agreement of Gerald J. Lukiewski(B)
            16.             Letter concerning change in certifying accountant(C)
            21.             Subsidiary of Americorp--American Commercial Bank is the
                              only subsidiary of Americorp
            23.1            Consent of Vavrinek, Trine, Day & Co., LLP
</TABLE>

------------------------

(A)  Filed with the SEC in Registration Statement 333-63841 on Form S-4 and by
     this reference incorporated herein.

(B)  Contained in Americorp's Report on Form 10-Q as of September 30, 2000 filed
     with the SEC on November 13, 2000 and by this reference incorporated
    herein.

(C)  Contained in Americorp's Report on Form 8-K filed with the SEC on
     December 4, 1998 and by this reference incorporated herein.

REPORTS ON FORM 8-K:

    None.

                                       68