UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2002

                          Commission File Number 0-8597

                            THE REPUBLIC CORPORATION
             (Exact name of registrant as specified in its charter)

                    TEXAS                                     74-0911766
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                    Identification No.)

        5340 Weslayan, P.O. Box 270462
                Houston, Texas                                  77277
   (Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (713) 993-9200

   Securities registered pursuant to section 12(b) of the Act:

       Title of Each Class          Name of Each Exchange On Which Registered
  -----------------------------------------------------------------------------
             None                                    None

   Securities registered pursuant to Section 12(g) of the Act:

           750,000 shares Common Stock, par value $1.00 per share, of
        which 356,844 are outstanding, including 23,119 held in treasury.
                                (Title of class)

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 (ss.229.405 of this chapter) is not contained herein, anD will
not be contained, to the best of 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. |X|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes |_|  No |X|

State the aggregate market value for the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter.

                          $624,115 as of June 30, 2002

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE


<PAGE>


                            THE REPUBLIC CORPORATION
                                   FORM 10-K/A

                                EXPLANATORY NOTE


      We are filing this Amendment No. 1 to The Republic Corporation's Annual
Report on Form 10-K, filed on March 21, 2003, to restate in their entirety
Items 1, 6, 7, 8, 14 and 15 in order to restate our financial statements for the
years ended December 31, 2002, 2001 and 2000 and make the corresponding
adjustments throughout the Form 10-K. Other minor typographical changes have
been made to Item 1 and Item 7 and certain corrections were made to the title of
one of our officers in Items 10 and 11. For completeness purposes, the full Form
10-K is filed herein; however, no other portions of the original Form 10-K have
been amended.

      As previously disclosed, on March 28, 2003, Dixon, Waller & Co.,
Inc. ("Dixon Waller") declined to stand for re-election as our independent
auditor. The reports of Dixon Waller on our financial statements for the fiscal
years ended December 31, 2002 and 2001 did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. Effective March 31, 2003, we engaged BKD,
LLP as our new independent auditor.

      The restatement of our financial statements relates to deferred income
taxes which had not been properly recorded in prior periods. See Note 2 to the
Consolidated Financial Statements and the discussions below for further
information. We plan to file as soon as reasonably practicable amendments to our
Form 10-Ks for the fiscal years ended December 31, 2001 and 2000 and amendments
to the Form 10-Qs filed in these fiscal years to restate the financial
statements included in these reports to reflect the correct treatment of
deferred income taxes and make related adjustments necessary as a result of such
corrected treatment.

      This amendment does not reflect events occurring after the filing of the
original Annual Report on Form 10-K filed on March 21, 2003, or modify or update
the disclosures presented in the original Form 10-K, except to reflect the
revisions described above and in Note 2 to the Consolidated Financial
Statements.


<PAGE>


                            THE REPUBLIC CORPORATION
                                   FORM 10-K/A
                                      INDEX

                                                                            PAGE

IMPORTANT TERMS..............................................................1

PART I.......................................................................1

      ITEM 1.     Business...................................................1

      ITEM 2.     Properties................................................12

      ITEM 3.     Legal Proceedings.........................................12

      ITEM 4.     Submission of Matters to a Vote of Securities Holders.....12

PART II.....................................................................12

      ITEM 5.     Market for The Republic Corporation's Stock...............12

      ITEM 6.     Selected Financial Data...................................13

      ITEM 7.     Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.......................14

      ITEM 7A     Quantitative and Qualitative Disclosures About Market
                  Risk......................................................20

      ITEM 8.     Financial Statements (Restated) and Supplementary Data....21

      ITEM 9.     Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.......................42

PART III....................................................................43

      ITEM 10.    Directors and Executive Officers of The Republic
                  Corporation...............................................43

      ITEM 11.    Executive Compensation....................................44

      ITEM 12.    Security Ownership of Certain Beneficial Owners and
                  Management................................................45

      ITEM 13.    Certain Relationships and Related Transactions............45

      ITEM 14.    Controls and Procedures...................................46

PART IV.....................................................................47

      ITEM 15.    Exhibits, Financial Statement, Schedules, and Reports
                  on Form 8-K...............................................47

SIGNATURES..................................................................49

CERTIFICATIONS..............................................................50

SUPPLEMENTAL INFORMATION....................................................50


                                       i


<PAGE>


                                  IMPORTANT TERMS

"Registrant" - The Republic Corporation, a Texas Corporation whose sole purpose
is the holding and managing of The First National Bank in Trinidad.

"Bank" - The First National Bank in Trinidad is a commercial bank located in
Trinidad, Colorado and Walsenburg, Colorado, also referred to as the "Subsidiary
Bank".

"FRB" - The Board of Governors of the Federal Reserve System, the Agency which
has responsibility for administering the Bank Holding Company Act of 1956, as
amended.


                                     PART I

ITEM 1.     Business.

                            THE REPUBLIC CORPORATION

      GENERAL. On January 11, 1955, the Registrant was chartered under the laws
of the State of Texas as Columbia General Investment Corporation, conducting
business in mortgage banking until 1963. In 1960, Columbia General Investment
Corporation acquired The Republic Corporation. Shortly thereafter, the name
Columbia General Investment Corporation was changed to The Republic Corporation.
Also in 1960, the Registrant acquired 75% of the outstanding stock of the First
National Bank in Trinidad, Colorado. In 1961, an additional 23% of the stock was
purchased, and since then, only qualifying shares for directors and officers of
the Bank have been held by other than the Registrant.

      Since discontinuing mortgage banking operations in 1963, the Registrant
has carried on no significant operations other than as an advisor to the Bank.
In this advisory position, the Registrant coordinates general policies and
activities, and assumes primary responsibility for all major decisions of the
Bank.

      SUPERVISION AND REGULATION. The Registrant is a registered bank holding
company under the Bank Holding Company Act of 1956 (the "Act"), and is subject
to the supervision of, and regulation by, the Board of Governors of the Federal
Reserve System (the "Board"). Under the Act, a bank holding company may engage
in banking, managing or controlling banks, furnishing or performing services for
banks it controls, and conducting activities that the Board has determined to be
closely related to banking. The Registrant must obtain approval of the Board
before acquiring control of a bank or acquiring more than 5 percent of the
outstanding voting shares of a company engaged in a "bank-related" business.
Under the Act and state laws, the Registrant is subject to certain restrictions
as to states in which the Registrant can acquire a bank. National banks are
subject to the supervision of, and are examined by the Comptroller of the
Currency. State banks are subject to the supervision of the regulatory
authorities of the states in which they are located. The subsidiary bank of the
Registrant is a member of the Federal Deposit Insurance Corporation, and as such
is subject to examination thereby. In private, the primary federal regulator
makes regular examinations of the subsidiary bank subject to its regulatory
review or participates in joint examinations with other federal regulators.
Areas subject to regulation by federal and state authorities include the
allowance for credit losses, investments, loans, mergers, issuance of
securities, payment of dividends, establishment of branches and other aspects of
operations.

      BUSINESS. The Registrant is a holding company whose sole business purpose
is to hold the stock of the Bank. The operation of the Bank is described as
follows:


                                       1


<PAGE>


                         FIRST NATIONAL BANK IN TRINIDAD
                                 SUBSIDIARY BANK

BUSINESS.

      OPERATION OF THE SUBSIDIARY BANK. The Board of Directors and officers of
the subsidiary bank are responsible for its operation. However, the Republic
Corporation, as the controlling stockholder, coordinates the establishment of
goals, objectives and policies for the entire organization, assists the
subsidiary bank in the attainment of these objectives and monitors adherence to
established policies. The company also monitors adherence to lending and
accounting policies, budgetary goals and long-range plans.

      The bank provides the following services:

      COMMERCIAL BANKING SERVICES. The Bank provides a broad range of financial
services to a diversified group of commercial, industrial and financial
customers in Southern Colorado. Services provided to commercial customers
include short and medium term loans, revolving credit arrangements, trade
financing, energy related financing, real estate construction lending, capital
equipment financing and letters of credit.

      CONSUMER SERVICES. The Bank provides a diverse range of personal services
to individuals including savings and time deposit accounts, installment lending,
debit cards, checking accounts, N.O.W. accounts, mortgage loans, safe deposit
facilities, IRA services, money market deposit accounts, and automatic teller
facilities.

      EMPLOYEES. The Bank had 75 full time equivalent employees on December 31,
2002.


                                        2


<PAGE>


COMPETITION.

      The Bank's primary market area is Trinidad, Colorado, Walsenburg,
Colorado, Raton, New Mexico and the surrounding communities. In this market are
two other bank charters, five branch offices, and a savings and loan
association. The deposits of the Bank are larger than those of the savings and
loan and larger than those of each of the other bank offices. The Bank competes
with these institutions in obtaining new deposits, making loans, and providing
additional banking services.

      The principal methods of competition in the industry are price (i.e.
interest rates and fees) and service. Inasmuch as rate and fee structures at all
local competitors are somewhat similarly constrained by net interest income
objectives, competitive pressure and the restraint that must necessarily be
exercised in smaller communities of modest means, the primary arena for
competition is service. Community banks are uniquely able to provide the type of
personal service that is typically of greatest value in smaller, less populated
markets such as Las Animas, Huerfano and Colfax Counties. The ability of the
bank to successfully market this type of service delivery, along with a
reasonable selection of more modern and less personal means of access, will
determine its ultimate competitive success.

MONETARY POLICY.

      The earnings and growth of the banking industry and of the Bank are
affected not only by general economic conditions, but also by the credit
policies of monetary authorities, particularly the Federal Reserve System. An
important function of the Federal Reserve System is to regulate the national
supply of bank credit in order to combat recession and curb inflationary
pressures. Among the instruments of monetary policy used by the Federal Reserve
System to implement these objectives are open market operations in U.S.
Government securities, changes in the discount rate on member bank borrowings
and changes in reserve requirements against member bank deposits. These means
are used in varying combinations to influence overall growth of bank loans,
investments and deposits and may also affect interest rates charged on loans or
paid for deposits.

      The monetary policies of the Federal Reserve System have had a significant
effect on the operating results of commercial banks in the past and are expected
to continue to do so in the future. Because of changing conditions in the
national and international economy and in the money markets, and as a result of
actions by monetary and fiscal authorities, including the Federal Reserve
System, interest rates, credits and availability and deposit levels may change
due to circumstances beyond the control of The Republic Corporation or the Bank.

STATISTICAL DATA. The following sets forth certain statistical data regarding
the Republic Corporation.

I.    DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY: INTEREST
      RATES AND DIFFERENTIAL

BALANCE SHEET ANALYSIS.

      The following three tables present the consolidated monthly average
balance sheet, taxable equivalent interest revenue, interest expense, and
average yields and rates.


                                        3


<PAGE>


      Interest income on non-taxable investment securities has been adjusted to
reflect the tax benefit of tax exempt income at a marginal rate of 38% for each
year presented.

      Non-accruing loans are included for purposes of the analysis of interest
earnings on loans.

<TABLE>
<CAPTION>
                                    TABLE #1

Year Ended December 31, 2002               Average       Interest      Yield/
(Dollars in Thousands)                     Balance       Rev./Exp.      Rate
                                          -----------    ----------    -------
<S>                                       <C>            <C>           <C>
ASSETS
   Investment securities:
     Taxable.......................        $ 26,292        $ 1,168      4.4%
     Tax exempt....................           2,295            189      8.2%
   Loans ..........................         110,688          9,237      8.3%
     Less: Reserve for loan loss ..          (1,751)
   Funds sold......................          36,194            590      1.6%
                                          ----------      ---------
     Total Earnings Assets.........         173,718        $11,184      6.4%
                                          ----------      =========

   Cash and due from banks.........           5,649
   Other assets....................           5,862
                                          ----------
     TOTAL ASSETS..................        $185,229
                                          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Interest bearing demand and money
   market deposits.................        $ 53,229        $   785      1.5%
   Savings deposits-Other..........           9,590            134      1.4%
Time deposits......................          82,733          2,946      3.6%
                                          ----------      ---------
     TOTAL INTEREST BEARING
     LIABILITIES...................         145,552          3,865      2.7%
                                          ----------      ---------
NET INTEREST REVENUE...............                        $ 7,319      3.7%
                                                          =========

NET INTEREST REVENUE TO EARNING ASSETS                                  4.2%

   Demand deposits (non-interest
   bearing)........................        $ 21,622
   Other liabilities...............           1,467
   Stockholders' Equity                      16,588
                                          ----------
     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY..........        $185,229
                                          ==========
</TABLE>


                                        4


<PAGE>


<TABLE>
<CAPTION>
                                    TABLE #2

                                          (Monthly)
Year Ended December 31, 2001               Average        Interest       Yield/
(Dollars in Thousands)                     Balance        Rev./Exp.       Rate
                                          -----------     ----------    ----------
<S>                                        <C>            <C>           <C>
ASSETS
   Investment securities:
      Taxable......................        $ 25,550         $ 1,518        5.9%
      Tax exempt...................           2,295             189        8.2%
   Loans ..........................         116,050          10,541        9.1%
      Less: Reserve for loan loss..          (1,607)
   Funds sold......................          16,879             610        3.6%
                                          ----------       ---------
      Total Earning Assets.........         159,167         $12,858        8.1%
                                          ----------       =========
   Cash and due from banks.........           5,269
   Other assets....................           5,887
                                          ----------
      TOTAL ASSETS                         $170,323
                                          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Interest bearing demand and money
   market deposits.................        $ 46,317         $ 1,403        3.0%
   Savings deposits - Other  ......           9,005             216        2.4%
   Time deposits...................          76,097           4,108        5.4%
                                          ----------       ---------
      TOTAL INTEREST BEARING
      LIABILITIES..................         131,419           5,727        4.4%
                                          ----------       ---------

NET INTEREST REVENUE...............                         $ 7,131        3.7%
                                                           =========

NET INTEREST REVENUE TO EARNING ASSETS                                     4.5%

   Demand deposits (non-interest
   bearing)........................        $ 21,906
   Other liabilities...............           1,619
   Stockholders' equity............          15,379
                                          ----------
      TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                 $170,323
                                          ==========
</TABLE>


                                        5


<PAGE>


<TABLE>
<CAPTION>
                                    TABLE #3

                                          (Monthly)
Year Ended December 31, 2000               Average       Interest      Yield/
(Dollars in Thousands)                     Balance       Rev./Exp.      Rate
                                          -----------    ----------    -------
<S>                                       <C>            <C>           <C>
ASSETS
   Investment securities:
      Taxable......................       $ 27,087        $ 1,765        6.5%
      Tax exempt...................             73              6        8.2%
   Loans ..........................        108,445          9,615        8.9%
      Less: Reserve for loan loss..         (1,441)
   Funds sold......................         21,752          1,356        6.2%
                                         ----------      ---------
      Total Earning Assets.........        155,916        $12,742        8.2%
                                         ----------      =========
   Cash and due from banks.........          4,940
   Other assets....................          4,850
                                         ----------
      TOTAL ASSETS.................       $165,706
                                         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Interest bearing demand and money
   market deposits.................       $ 45,091        $ 1,925        4.3%
   Savings deposits - Other  ......          9,037            291        3.2%
   Time deposits...................         74,905          4,331        5.8%
                                         ----------      ---------
      TOTAL INTEREST BEARING
      LIABILITIES..................        129,033          6,547        5.1%
                                         ----------      ---------

NET INTEREST REVENUE...............                       $ 6,195        3.1%
                                                         =========

NET INTEREST REVENUE TO EARNING ASSETS                                   4.0%

   Demand deposits (non-interest
   bearing)........................       $ 21,487
   Other liabilities...............          1,582
   Stockholders' equity............         13,604
                                         ----------
      TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY.........       $165,706
                                         ==========
</TABLE>


                                        6


<PAGE>


The following table presents statistical information regarding the components of
net interest income of the Registrant and an analysis of the changes in net
interest income due to changes in volume and rates.

Analysis of Changes in Components of Net Interest Income
(Dollars in thousands)

<TABLE>
<CAPTION>
                                    TABLE #4

                                   2002 vs 2001                    2001 vs 2000
                           ------------------------------  ------------------------------
                                      Yield/                          Yield/
                           Volume      Rate      Total     Volume      Rate       Total
                           --------  ---------  ---------  --------   --------   --------
<S>                        <C>       <C>        <C>        <C>        <C>        <C>
Increase (decrease) in
  interest income on:
Loans ..................    $(444)   $  (860)   $(1,304)    $ 690      $ 236      $ 926
Investment securities...       31       (381)      (350)       40       (173)      (133)
Federal funds sold......      106       (125)       (19)     (122)      (624)      (746)
                           --------  ---------  ---------  --------   --------   --------
                             (307)    (1,366)    (1,673)      608       (561)        47
                           --------  ---------  ---------  --------   --------   --------

Increase (decrease) in
  interest expense on:
Demand deposits, MMDA...       53       (646)      (593)       33       (555)      (522)
Savings.................        3       (110)      (107)       (1)       (74)       (75)
Time deposits...........      195     (1,357)    (1,162)       64       (287)      (223)
                           --------  ---------  ---------  --------   --------   --------
                              251     (2,113)    (1,862)       96       (916)      (820)
                           --------  ---------  ---------  --------   --------   --------

Net interest income.....    $(558)   $   747    $   189     $ 512      $ 355      $ 867
                           ========  =========  =========  ========   ========   ========
</TABLE>


      The volume/rate variance was allocated to rate based on the percentage
increase or decrease in relation to the total previous year rates with the
remainder allocated to volume.


                                        7


<PAGE>


II.   INVESTMENT PORTFOLIO

      The following table shows the classification of investment securities with
fixed maturities held at December 31, in each of the past three years (including
investments available for sale):

<TABLE>
<CAPTION>
                                    TABLE #5

December 31
(Dollars in thousands)                        2002         2001         2000
--------------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>
U.S. Treasury Securities................    $      -     $      -     $      -
Government Sponsored Agencies...........      20,175       30,344       29,666
US States and Political Subdivisions....       2,295        2,295        2,295
Other bonds, notes and securities.......          24           24           24
                                            ---------    ---------    ---------
     TOTAL..............................    $ 22,494     $ 32,663     $ 31,985
                                            =========    =========    =========
</TABLE>

      The following is a table which shows the maturity distribution of
investment securities and the average taxable equivalent yield by each range.
Dollars presented are in thousands.
<TABLE>
<CAPTION>
                                              TABLE #6

                               U.S.           U.S. States          Government            Federal
                            Treasury          and Political        Sponsored             Reserve
                           Securities         Subdivisions          Agencies            Bank Stock
                         ---------------    ----------------    -----------------     ---------------
                          Amount/Yield        Amount/Yield        Amount/Yield         Amount/Yield
                         ---------------    ----------------    -----------------     ---------------
<S>                      <C>       <C>      <C>         <C>     <C>         <C>     <C>           <C>
Within one year.......   $  -       -%      $    -       -%     $10,085      4.2%     $   -       -%
After one year
   through
   five years.........      -       -%           -       -%      10,090      3.4%         -       -%
After five years
   through
   ten years..........      -       -%         653     7.8%          -         -%         -       -%
After ten years.......      -       -%       1,642     8.4%          -         -%        24     7.5%
                         -----   ------     -------   ------    --------   -------    ------   ------
   TOTAL..............   $  -       -%      $2,295     8.2%     $20,175      4.6%     $  24     7.5%
                         =====   ======     =======   ======    ========   =======    ======   ======
</TABLE>

III.  LOAN PORTFOLIO

      Domestic loans by category are listed below (dollars in thousands):
<TABLE>
<CAPTION>
                                    TABLE #7

                                            December 31,   December 31,
                                               2002           2001
                                            ------------   ------------
<S>                                         <C>            <C>
          Commercial.....................   $   9,676      $   7,424
          Agricultural  .................       1,244          1,754
          Real Estate - Construction.....       3,672          3,262
          Real Estate - Mortgage.........      83,928         89,617
          Installment loans to
          Individuals....................      10,840         11,233
                                            ----------     ----------
               TOTAL.....................   $ 109,360      $ 113,290
                                            ==========     ==========
</TABLE>
      There were no foreign loans at December 31, 2002 or December 31, 2001.


                                        8


<PAGE>


      Commercial, agricultural and real estate - construction loans at
December 31, 2002 are presented by maturity as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                    TABLE #8

                                                 Due
                                                After
                                               One Year       Due
                                   Due in       Through      After
                                  One Year       Five         Five
                                  or Less        Years       Years
                                 ----------   ----------   ---------
<S>                              <C>          <C>          <C>
Commercial:
   Fixed rates ...........       $  2,193     $     45     $      -
   Adjustable rates.......          3,825        3,559           54
Agricultural:
   Fixed rates............              1          178          351
   Adjustable rates.......            555          148           11
Real Estate - Construction:
   Fixed rates............            157           27        2,913
   Adjustable rates.......            206          369            -
</TABLE>

      Within the loan portfolio are loans which are considered non-performing.
Included in the table below are past due loans which are defined as past due (1)
single payment notes - these are considered past due 15 days or more after
maturity; (2) single payment loans, with interest payable at stated intervals,
and demand notes - these are considered past due when an interest payment is due
and unpaid for 15 days; (3) consumer, mortgage, or term business installment
loans - these loans are past due in whole after one installment is due and
unpaid for 30 days or one month. When an installment payment is past due, the
entire unpaid balance is past due; (4) overdrafts are considered past due when
not paid in 15 days. Such loans remain in past due status until all past due
payments are made.

<TABLE>
<CAPTION>
                                    TABLE #9

December 31 (Dollars in thousands)                 2002      2001
---------------------------------------------------------------------
<S>                                               <C>       <C>
Non-accrual loans..............................   $2,304    $ 1,007
Loans which are contractually past due 90
   days or more as to interest or principal,
   but have not been put on a non-accrual
   basis (See discussion below)................        -         -
Loans restructured to provide concessions
to the borrower in order to maximize the
recovery possibility of the bank ..............   $  256    $    81
</TABLE>

      There was no interest foregone on restructured loans in 2001. Recognized
income was $6 thousand. Interest recognized in 2002 was $23 thousand with
foregone interest of $3 thousand.

      Past due and renegotiated loans as described above are defined as
non-performing loans for purposes of this discussion.

      Non-accrual loans are defined as loans on which, in the opinion of
management, the collection of interest has become uncertain. Management places
loans on non-accrual status when loans become past due sixty days or sooner if,
in their judgment, the ability of the borrower to service the debt has become
impaired.


                                        9


<PAGE>


      Interest is not taken into income unless received in cash or until such
time as the borrower demonstrates the ability to pay interest and principal.
Placing a loan on non-accrual status for the purpose of income recognition is
not by itself a reliable indicator of potential loss of principal. Other
factors, such as the value of the collateral securing the loan and the financial
condition of the borrower, serve as more reliable indicators of potential loss.

      Management has no information that would indicate that any loans on hand
at December 31, 2002 that are not currently included as non-performing loans
have possible credit problems that would cause serious doubts as to their
ability to comply with the current repayment terms or contain uncertainties
which would have a material impact on future operations or financial position.

IV.   SUMMARY OF LOAN LOSS EXPERIENCE

      The table below presents selected information analyzing the allowance for
loan losses (dollars in thousands):

<TABLE>
<CAPTION>
                                    TABLE #10

                                                    2002          2001
                                                  ---------     --------
<S>                                              <C>           <C>
Balance - Beginning of year                      $  1,612      $   1,579
                                                  --------      ---------
Charge-offs:
  Commercial.............................              18             70
  Agricultural...........................               -              -
  Real Estate - Construction.............               -              -
  Real Estate - Mortgage.................               -             12
  Installment loans to Individuals.......             363            226
                                                  --------      ---------
                                                 $    381      $     308
                                                  --------      ---------
Recoveries:
  Commercial.............................        $     24      $      20
  Agricultural...........................               -              -
  Real Estate - Construction.............               -              -
  Real Estate - Mortgage.................               -              7
  Installment loans to individuals.......              87             32
                                                  --------      ---------
                                                 $    111      $      59
                                                  --------      ---------
Net Charge-offs (recoveries).............        $    270      $     249
                                                  --------      ---------
Provision - Charged to operations........        $    358      $     282
                                                  --------      ---------
Balance - End of Year....................        $  1,700      $   1,612
                                                  ========      =========
Average loan balance outstanding.........        $110,688      $ 116,050
                                                  ========      =========
Percentage of net charge offs to average
loans outstanding........................             .2%            .2%
                                                 =========     =========
</TABLE>

      The provision for 2001 was lower than in 2000 as non-accrual loans and
restructured loans were lower. No loan growth was experienced in 2001.

      In 2002, the provision was higher than 2001 due to higher non-accrual
loans.


                                       10


<PAGE>


      The allocation of the allowance is as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                    TABLE #11

                                December 31, 2002          December 31, 2001
                             -------------------------  ------------------------
                                          Percent of                Percent of
                                           Loans in                  Loans in
                                             Each                      Each
                                           Category                  Category
                                           to Total                  to Total
                               Amount       Loans        Amount        Loans
                             ----------  -------------  ---------   ------------
<S>                           <C>            <C>         <C>             <C>
Commercial................    $   10         8.9%        $    9          6.6%
Agricultural..............         1         1.1%             -          1.5%
Real Estate-
    Construction..........         -         3.4%             -          2.9%
Real Estate-Mortgage......       481        76.7%           329         79.1%
Installment Loans.........       193         9.9%           161          9.9%
Unallocated...............     1,015          N/A         1,113           N/A
                            ---------   ----------      --------      ---------
                              $1,700         100%        $1,612          100%
                            =========   ==========      ========      =========
</TABLE>

      The large, unallocated allowance for loan losses is being maintained in
recognition of several risk factors inherent in the bank's loan portfolio.
Foremost among these is the large concentration of loans of all types secured by
real property. While the vast majority of these loans are performing and not in
need of an allocated allowance, there has been significant growth in this area
in the last decade and a noticeable increase in appraised values has occurred.
Should interest rates rebound from the current, historic lows, the probability
exists that real estate activity, and property values, will be negatively
affected. Also, as seen in Table 10, on Page 10, recent loan losses have been
highly concentrated in the installment loan area. Until more stringent
underwriting controls instituted by management can have effect, it is deemed
prudent by management to maintain reserves in excess of the specific allocation.
At the time of this writing, estimated charge-offs for the coming year are not
expected to exceed $250,000 and will likely be concentrated in the installment
area.

V.    DEPOSITS

      The average amount of deposits and the average rates paid are presented in
the balance sheet analysis shown previously.

      At December 31, 2002, there existed outstanding time certificates of
deposit in amounts of $100,000 or more of $24,251,094. The deposits by time
remaining until maturity were (dollars in thousands):
<TABLE>
<CAPTION>
                                    TABLE #12
          <S>                                       <C>
          3 months or less                           $ 9,640
          Over 3 through 6 months                      7,507
          Over 6 through 12 months                     5,118
          Over 12 months                               1,986
                                                    ---------
                                                     $24,251
                                                    =========
</TABLE>

      As required by the Monetary Control Act of 1980, the reserve balance held
against deposits at December 31, 2002 was $2,458,000.


                                       11


<PAGE>


VI.   RETURN ON EQUITY AND ASSETS

      The following table shows the return on average assets, return on average
equity, dividend payout ratio, and ratio of average equity to average assets for
the periods indicated.
<TABLE>
<CAPTION>
                                    TABLE #13

For the year ended December 31                           2002     2001      2000
-----------------------------------------------------  -------  -------   -------
<S>                                                      <C>      <C>       <C>
Return on Assets (Net income divided by average
  total assets)...................................        .7%      .7%       .7%
Return on Equity (Net income divided by average
  equity).........................................       7.7%     8.2%      9.0%
Dividend Payout Ratio (Dividends declared per
  share divided by net income per share)..........         0%       0%        0%
Equity to Assets Ratio (Average equity divided by
  average total assets............................       9.0%     9.0%      8.2%
</TABLE>

ITEM 2.     Properties.

      The subsidiary Bank owns a building and annex at 100 East Main Street, and
the motor-bank facility, 122 East First Street, in which the banking operations
are carried on in Trinidad, Colorado. Approximately one-third (1/3) of the
building is utilized by the bank. The remaining space is leased to other
businesses. Additionally, a bank building in Walsenburg, Colorado was acquired
in 1992. Banking operations at this location began in October of 1993. In 1996,
two automatic teller locations were added. One is in Trinidad and the other is
in La Veta, Colorado. A facility with banking operations and automated tellers
was located in a Trinidad retail superstore and became operational in 1998.
Also, an office space in Raton, New Mexico was leased and remodeled in 1999 for
the purpose of conducting loan and deposit production activities. A ground lease
near by the Raton facility was obtained and upon it was constructed a drive-thru
automatic teller machine and automated night depository. A property adjacent to
the 100 E Main Street building was acquired for future expansion in 2001.
Properties held as other real estate owned consist of real property that has
been acquired by the Bank through foreclosure on real estate pledged as
collateral on loans made by the Bank.

ITEM 3.     Legal Proceedings.  Not applicable.

ITEM 4.     Submission of Matters to a Vote of Securities Holders.  Not
            applicable.


                                     PART II

ITEM 5.     Market for The Republic Corporation's Stock.

     (a)    The Articles of Incorporation do not restrict the marketability of
            the Republic Corporation stock. However, due to the limited number
            of shares outstanding, it is not anticipated that an active market
            for the shares will develop. Shares may be purchased by The Republic
            Corporation, but there is no assurance that the Corporation will do
            so.

     (b)    There were approximately 1,750 shareholders as of the date of this
            annual report.

            Holders of Republic Corporation shares are entitled to their
            pro-rata share of any dividends paid on the shares. However, because
            the Corporation has no income other than distributions received on
            its equity in The First National Bank in Trinidad, Colorado, its
            ability to pay dividends depends upon its receipt of Bank
            distributions. Decisions as to the declaration and payment of
            dividends, subject to the availability of funds for this purpose,
            rest exclusively with The Republic Corporation Board of Directors.


                                       12


<PAGE>


     (c)    No dividends have been declared in 2002 or 2001 and management has
            no intention to declare dividends in the immediate future.

ITEM 6.     Selected Financial Data.

      The following table presents certain key financial information.

<TABLE>
<CAPTION>
                                    TABLE #14

Selected Financial Data Year
Ended December 31 (Dollars in
thousands)                          2002       2001       2000      1999       1998
-------------------------------------------------------------------------------------
<S>                             <C>        <C>       <C>       <C>        <C>
Interest Income................... $11,112    $12,786   $12,739   $10,328    $ 9,683
Interest expense..................   3,865      5,727     6,547     5,147      4,571
                                   --------  ---------  --------  --------   --------
  Net Interest Income.............   7,247      7,059     6,192     5,181      5,112
Provision for Loan Losses.........     358        282       314       238        241
                                   --------  ---------  --------  --------   --------
  Net Interest Income after
   Provision for Loan
    Losses........................   6,889      6,777     5,878     4,943      4,871
Non-Interest Income...............     906        853       825       636        597
Non-Interest Expense:
  Personnel Expenses..............   2,605      2,514     2,295     2,277      1,872
  Other Expenses..................   3,187      3,167     2,505     2,315      2,035
                                   --------  ---------  --------  --------   --------
Income Before Income Taxes........   2,003      1,949     1,903       987      1,561
Applicable Income Taxes...........     678        651       653       317        529
                                   --------  ---------  --------  --------   --------
Income before Reduction for
  Minority Interest or
  Security Gains or
  Losses..........................   1,325      1,298     1,250       670      1,032
Less Minority Interest............      42         39        29        16         24
                                   --------  ---------  --------  --------   --------
Net Income........................ $ 1,283    $ 1,259   $ 1,221   $   654    $ 1,008
                                   ========  =========  ========  ========   ========

Net Income per Common Share (2)... $  3.85    $  3.77   $  3.66   $  1.96    $   3.02
                                   ========  =========  ========  ========   ========

Dividends Declared per Common
  Share (2)....................... $     0    $     0   $     0   $     0    $     0
                                   ========  =========  ========  =========  ========
</TABLE>

(2) Net income per common share and dividends declared per common share are in
    actual dollars, not thousands.

<TABLE>
<CAPTION>
Selected Year End Balances:
(Dollars in thousands)           2002      2001       2000      1999      1998
---------------------------------------------------------------------------------
<S>                           <C>       <C>        <C>       <C>       <C>
Loans......................   $109,360  $113,290   $113,978  $ 98,532  $ 94,569
Total Assets...............    181,944   178,617    165,735   155,996   131,608
Long-Term Debt.............          0         0          0         0         0
</TABLE>


                                       13


<PAGE>


ITEM 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.

FINANCIAL CONDITION

ASSET QUALITY

<TABLE>
<CAPTION>
                                    TABLE #15

December 31
(dollars in thousands)                2002      2001      2000      1999        1998
--------------------------------------------------------------------------------------
<S>                                 <C>       <C>       <C>        <C>          <C>
Nonaccrual Loans...............     $2,304    $1,008    $1,076     $  837      $  351
Past-Due Loans*................          -         -       149          -           -
Restructured Loans.............        256        81       781      1,022         714
                                   --------  --------  --------   --------    --------
  Total Problem Loans .........      2,560     1,089     2,006      1,859       1,065

Foreclosed Assets
  Real Estate .................        351       255        38         43          48
  In-Substance Foreclosures              -         -         -          -           -
  Other........................          -         -        17         23          28
                                   --------  --------  --------   --------    --------
   Total Problem Assets........     $2,911    $1,344    $2,061     $1,925      $1,141

Total Problem Loans as a
  Percentage of Total Loans....       2.3%      1.0%      1.8%       1.9%        1.1%

Total Problem Assets as a
  Percentage of
  Total Loans and Foreclosed
  Assets.......................       2.7%      1.2%      1.8%       2.0%        1.2%

Reserve Coverage Ratio**.......      66.4%    148.0%     78.7%      74.2%      115.8%
</TABLE>

*   Past due loans which are still accruing interest but are contractually
    ninety or more days delinquent as to principal or interest payments.
    Approximately $110m of the amount shown in 2000 is also included in the
    restructured total for the same year.

**  Allowance for loan losses divided by problem loans


                                       14


<PAGE>


<TABLE>
<CAPTION>
                                    TABLE #16

                            INTEREST RATE SENSITIVITY

December 31, 2002 (dollars in thousands)
------------------------------------------------------------------------
                                      3 Mo         3-12       1-3       Over
                                     Or Less      Months     Years     3 Years
                                     --------    ---------  --------  --------
<S>                                  <C>         <C>        <C>       <C>
Rate Sensitive Assets
(Assets that can be
repriced within x
months/years)

Loans*.........................       $14,118   $ 28,674   $ 12,070   $ 54,477
Federal Funds Sold.............        40,750          -          -          -
Taxable Securities**...........             -     10,000     10,000          -
Municipal Bonds................             -          -          -      2,295
                                       ------     ------     ------     ------
   Total.......................        54,868     38,674     22,070     56,772
                                       ======     ======     ======     ======

Rate Sensitive Liabilities
(Liabilities that can be
repriced within x
months/years)

Time Certificates of Deposit           31,410     42,264      8,624          -
NOW Accounts ..................         1,827          -          -          -
Super NOW Accounts.............        32,769          -          -          -
Savings Accounts.........               9,988          -          -          -
MMDA Accounts............              16,048          -          -          -
                                       ------     ------     ------     ------
   Total.................              92,042     42,264      8,624          -
                                       ======     ======     ======     ======
Interest Rate Sensitivity
Gap......................             (37,174)    (3,590)    13,446     56,772
Cumulative Interest Rate
Sensitivity Gap..........             (37,174)   (40,764)   (27,318)    29,454
</TABLE>

* Does not include $21 thousand in overdrafts.

** Does not include $24 thousand in Federal Reserve Bank Stock.


                                       15


<PAGE>


INVESTMENT SECURITIES

<TABLE>
<CAPTION>
                                    TABLE #17
                                AND FOOTNOTES 1-2

                                          Carrying      Unrealized     Unrealized       Market
                                            Value          Gains         Losses          Value
                                         ------------   ------------   ------------   ------------
<S>                                     <C>             <C>            <C>            <C>
DECEMBER 31, 2002
(1) Held-to-Maturity:
    U.S. Treasury Securities......      $         -    $         -    $         -    $         -
    Other.........................       22,470,121        722,733              -     23,192,854
(2) Available-for-Sale
    Securities
    Carried at Fair Value:
    U.S. Treasury Securities......                -              -              -              -
    Other.........................           24,000              -              -         24,000
                                         -----------    -----------    -----------    -----------
                                         22,494,121        722,733              -     23,216,854
                                         -----------    -----------    -----------    -----------
DECEMBER 31, 2001
(1) Held-to-Maturity:
    U.S. Treasury Securities......                -              -              -              -
    Other.........................       32,639,115        397,400              -     33,036,515
(2) Available-for-Sale
    Securities Carried
    at Fair Value:
    U.S. Treasury Securities......                -              -              -              -
    Other.........................           24,000              -              -         24,000
                                         -----------    -----------    -----------    -----------
                                         32,663,115        397,400              -     33,060,515
                                         -----------    -----------    -----------    -----------
DECEMBER 31, 2000
(1) Held-to-Maturity:
    U.S. Treasury Securities......                -              -              -              -
    Other.........................       31,961,129        270,094              -     32,231,223
(2) Available-for-Sale
    Securities Carried
    at Fair Value:
    U.S. Treasury Securities......                -              -              -              -
    Other.........................           24,000              -              -         24,000
                                         -----------    -----------    -----------    -----------
                                        $31,985,129    $   270,094    $         -    $32,255,223
                                         -----------    -----------    -----------    -----------
</TABLE>

   (1) Securities which the Bank has the ability and intent to hold to
       maturity. These securities are stated at cost, adjusted for
       amortization of premiums and accretion of discounts, computed by the
       interest method. Because securities are purchased for investment
       purposes and quoted market values fluctuate during the investment
       period, gains and losses are recognized upon disposition or at such
       time as management determines that a permanent impairment of value had
       occurred. Cost of securities sold is determined on the specific
       identification method.

   (2) Securities that the bank may sell in response to changes in market
       conditions or in the balance sheet objectives of the bank. Securities in
       this category will be reported at the fair market value. Unrealized gains
       or losses (net of tax) will be reported as a separate item in the
       shareholders' equity section of the balance sheet. Adjustments will be
       recorded at least quarterly.


                                       16


<PAGE>


ASSET QUALITY

      Loans placed on non-accrual are up significantly from the year-end, 2001
level, a result primarily of growth in loans with either current or previous
past due status. As of December 31, 2002, approximately 25% of the total,
non-accrual figure depicted in Table 15 was current on payments, 32% between 1
and 30 days past due, 19% between 30 and 60 days past due, 23% between 60 and 90
days past due and 1% over 90 days past due. Normally, the bank collects interest
on a cash basis when payments are made on non-accrual loans and they are usually
returned to accrual status following two or more quarters of timely payments.
Continuing concern on the part of management regarding future payment prospects
will, in some cases, cause a paying loan to remain on non-accrual beyond this
time frame. The bank normally places past due loans on non-accrual no later than
60 days past due, with collection activity commencing at 30 days. (Please see
Table 15, P-14)

      Loan losses incurred in 2002 were concentrated in the consumer installment
loan area, with net installment charge-offs representing approximately 102% of
total, net charge-offs. This is being addressed through the use of second
opinion approval on loans of this type. Total net charge-offs for 2002 were up
from 2001 levels, both in dollar level ($270 m vs. $240 m) and when expressed as
a percentage of average loans outstanding (.24% vs .21%). For this reason, the
bank increased the allowance for loan losses account from $1,612 m at year-end,
2001 to $1,700 m at year-end, 2002. Provision expense increased to $358 m in
2002, compared with $282 m in 2001. (Please see Table 10, P-10)

      The restructured loan total at year-end, 2002 was $256 m, up from $81 m at
year-end, 2001. The 2002 figure consisted of 17 credit relationships which were
granted modified payments or a lower interest rate due to adverse financial
circumstances. This category will remain under upward pressure until economic
circumstances improve nationally and in the bank's markets.  (Please see
Table 15, P-14)

      The bank experienced negative loan growth of $3,930 m in 2002, a result
primarily of an unprecedented pay-down rate on commercial real estate loans.
This was tied to increased competition for loans of this type in the bank's
markets. Commercial real estate loans declined $7,728 m, or approximately 27%,
in 2002. During the same time frame, the bank was able to grow its 1-4 family
residential loans by $1,793 m, or approximately 3%. This occurred in spite of
unprecedented refinancing, tied to historically low offering rates throughout
the year. Real estate loans of all types were approximately 80% of total loans
at year-end, 2002, compared with 82% at year-end, 2001. Of the 2002 real estate
loan total, approximately 70% was secured by 1-4 family residences, 24% by
commercial real estate and .5% by agricultural property. This compares with a
year-end, 2001 distribution of 65%, 31% and .5%, respectively. (Please see
Table 7, P-8)

      The economic uncertainty that prevails in the national economy as a result
of war worries and concern over further acts of terrorism has also served to
dampen the local retail and service sectors. This has occurred in spite of the
continuing, positive influence from coal bed methane gas production in Las
Animas County, Colorado and to a lesser extent, Colfax County, New Mexico. The
severe drought experienced in 2002 has also put a strain on the agriculture and
tourism sectors throughout the bank's market and the entire region as well.
Finally, the decline in state revenue, primarily in Colorado, has begun to
filter down to county and municipal governmental entities, precipitating
cutbacks in spending and hiring in those sectors. In the face of all of these
negative influences, the housing sector continues to thrive, largely as a result
of the enticement of low interest rates and the preference of new arrivals to
these communities for the aesthetic qualities of living in an uncluttered and
historically interesting portion of the front range of the Rocky Mountains.


                                       17


<PAGE>


SOURCES AND USES OF FUNDS

      The pattern for flow of funds differed markedly in 2002 from the preceding
two years. Deposit growth in the current year was only $2,131 m, compared with
$11,976 m in 2001 and $8,149 m in 2000. Also, net cash activity in loans for
2002 was a negative $3,532 m, compared with a negative $210 m in 2001 and a
positive $15,568 m in 2000. In the two prior years, the bank reinvested all of
the proceeds from maturing investments. In the current year, the entire $10,000
m received from matured investments was, along with paid down loan proceeds and
deposit gains, placed into cash equivalents. The latter grew $17,816 m in 2002
and $12,102 m in 2001, compared to a decline of $14,065 m in 2000. Causal
factors at play in the past three years would include waning demand and
increased competition for loans, declining offering rates on deposits and
increasing concern on the part of management regarding the possibility of an
eventual increase in market interest rates. (Please see Statement of Cash Flows,
P 25-26)

LIQUIDITY

      The negative loan growth, coupled with the placement of all deposit growth
into liquid asset accounts, has raised the percentage of total liabilities held
in cash and due from banks, readily marketable securities and federal funds sold
to approximately 42% in 2002, up from approximately 38% in 2001. Current,
taxable securities holdings consist of four Federal Home Loan Bank Debentures in
par amounts of $5,000,000.00 each. These mature in July and November of 2003 and
June and November of 2004. All of these securities were needed to satisfy the
year-end, 2002 pledging requirements of the State of Colorado and the Federal
Reserve Bank. Management is of the opinion that current liquidity sources in the
bank are more than adequate to address the current, anticipated loan demand and
withdrawal activity in 2003. (Please see Balance Sheet, P-23 and Note 2, P30-31)

MARKET RISK

      In the ordinary course of business, the bank is exposed to the risk of
loss from changes in interest rates. The majority of this risk has to do with
timing differences related to the repricing of assets and liabilities. The bank,
through its ALCO committee, analyzes and compares these repricing differences
and basis point spreads so as to effectively monitor and adjust the inevitable
earnings impact of rate change. The objective, over time, is to minimize this
earnings impact in all interest rate environments and not to attempt to
anticipate or time the market. The primary tools to accomplish this are absolute
pricing level decisions on both sides of the balance sheet, so as to address the
imbedded "basis risk", as well as overt adjustment to the timing of repricing
events, so as to address "term risk" as a matter of policy. The modeling used
internally consists of 100 basis point and 400 basis point earnings impact
estimates. The instruments that the bank typically adjusts in this regard are
loans, securities held to maturity, federal funds sold and deposit liabilities.
Based on the current repricing structure, it is anticipated that the bank has
sufficient tools in place to minimize or eliminate any adverse earning impact
caused by interest rate change. The bank does not invest in derivative financial
instruments such as futures, forwards, swaps, options and other financial
instruments with similar characteristics and there is negligible direct risk of
adverse impacts resulting from changes in foreign currency exchange rates,
commodity prices or prices of equity securities. (Please see Table 16, P-15 and
Table 17, P-16)

CAPITAL

      The bank ended 2002 with estimated Tier 1 and total, risk-based capital
ratios of 17.43% and 18.68%, respectively, up from 15.30% and 16.56% in 2001.
This is a result of the reduction in 2002 of assets with high risk ratings, i.e.
commercial real estate loans, and the concurrent growth in assets with lower
risk ratings, i.e. federal funds sold and residential loans. It is also true
that the rate of growth in Tier 1 leverage capital in 2002, 8.79%, well exceeded
the rate of asset growth, 1.86%. The Tier 1 leverage ratio ended 2002 at an
estimated 9.09%, compared with 8.65% at year-end, 2001. (Please see Note 9)


                                       18


<PAGE>


RESULTS OF OPERATIONS

NET INTEREST INCOME

      The bank was able to match the net interest income figure achieved in 2001
in the current period by aggressively reducing funding costs, an approach that
could have played a role in the modest deposit growth during the same period.
The bank has also increased its ability to preserve and possibly grow its net
interest income in a rising interest rate environment, an approach that may
prove beneficial should the Federal Reserve reverse course on monetary policy.
(Please see Table 14, P-13, Tables 1 & 2 P 4-5, Table 4, P-7 and Table 16, P-15)

OTHER INCOME AND EXPENSE

      The bank was able to grow fee income over 2001 levels, in spite of reduced
operating and transaction volumes. The primary avenue for this to occur was
revised fee calculation structures, and in some cases, higher fees. The bank was
also able to accomplish these changes without changing its relative position as
a low cost provider in this market. (Please see Statement of Income, P-24)

      Non-interest expenses grew in a much more modest fashion in 2002, compared
with 2001. This category grew approximately 2% in 2002, compared with 18% in
2001. The primary reason for this was the fact that the bank had already
absorbed most of the one-time costs associated with a computer conversion and
other operations upgrades prior to 2002. It is also true that the bank was
better able in 2002 to control the effects of rising health care and other
employee benefit and compensation costs. (Please see Statement of Income, P-24)

      Management is not aware of any regulatory recommendations or other trends,
events, or uncertainties that would have or would reasonably be likely to have a
material effect on liquidity, capital resources or operations of the company.

      Estimates and forward-looking statements are included in this discussion
and as such are subject to certain risks, uncertainties, and assumptions. These
statements are based on current financial and economic data and management's
expectations. Factors that could cause material differences in actual operating
results include, but are not limited to, loan demand, the ability of customers
to repay loans, consumer saving habits, employment cost and interest rate
changes.


                                       19


<PAGE>


ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk.

      Information required by this item is included in ITEM 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.


                                       20


<PAGE>


ITEM 8.     Financial Statements (Restated) and Supplementary Data.

      Index to Financial Statements of
         The Republic Corporation and Subsidiary                   PAGE

      Accountant's Report...................................         22

      Balance Sheets as of December 31, 2002 and
         2001 (Restated)....................................         23

      Statements of Income for the three years ended
         December 31, 2002 (Restated).......................         24

      Statements of Cash Flows for the three years ended
         December 31, 2002 (Restated).......................      25-26

      Statements of Changes in Stockholders' Equity
         for the three years ended December 31, 2002
         (Restated).........................................         27

      Notes to Financial Statements.........................      28-41


                                       21


<PAGE>









                          INDEPENDENT AUDITOR'S REPORT



The Board of Directors
The Republic Corporation


We have audited the consolidated balance sheets of The Republic Corporation as
of December 31, 2002 and 2001, and the related consolidated statements of income
and stockholders' equity and cash flows for each of the three years in the
period ending December 31, 2002. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 financial statements referred to above present fairly, in
all material respects, the financial position of The Republic Corporation at
December 31, 2002 and 2001, and the results of its operations and its cash
flows, for each of the three years in the period ending December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 2 to the financial statements, the Corporation has restated
the 1999 beginning retained earnings balance, the consolidated balance sheets as
of December 31, 2002 and 2001 and the related consolidated statements of income
and changes in stockholders' equity and cash flows for each of the three years
in the period ending December 31, 2002 to record deferred tax assets and related
deferred income taxes that were previously unrecorded.




Dixon, Waller & Co., Inc.
Trinidad, Colorado
January 31, 2003
Original date of report, except as to Note 2 and Note 6, which is as of May 30,
2003.


                                       22


<PAGE>


<TABLE>
<CAPTION>
                       REPUBLIC CORPORATION AND SUBSIDIARY
                                 Balance Sheets

                                                    (Restated)      (Restated)
December 31                                            2002            2001
---------------------------------------------------------------------------------
<S>                                               <C>              <C>
Assets
Cash and Due from Banks (Demand)..............    $  5,781,622    $  6,740,872
Investment Securities:
   Held to Maturity
     Market Value at 12-31-02 - 23,192,854
     Market Value at 12-31-01 - 33,036,515....      22,470,121      32,639,115
   Available for Sale.........................          24,000          24,000
                                                   ------------    ------------
                                                    28,275,743      39,403,987
                                                   ------------    ------------

Loans.........................................     109,359,880     113,289,960
   Plus:  Uncollected Earned Interest.........         624,047         815,911
   Less:  Allowance or Losses.................      (1,700,060)     (1,612,000)
                                                   ------------    ------------
     Net Loans and Other Receivables..........     108,283,867     112,493,871
                                                   ------------    ------------

Federal Funds Sold............................      40,750,000      21,975,000
Property, Equipment and Vehicles (Net)........       3,033,582       3,175,287
Other Real Estate.............................         350,977         254,732
Deferred income taxes.........................         488,418         473,970
Goodwill......................................         436,079         436,079
Other Assets..................................         324,857         403,645
                                                   ------------    ------------
   Total Assets...............................    $181,943,523    $178,616,571
                                                   ============    ============

Liabilities and Stockholders' Equity
Deposits (Domestic):
   Demand (Noninterest Bearing)...............      21,052,697      21,085,881
   Savings, Time and Demand (Interest
     Bearing).................................     142,722,417     140,557,986
                                                   ------------    ------------
                                                   163,775,114     161,643,867
                                                   ------------    ------------

Accounts Payable and Accrued Interest
Payable.......................................         834,228       1,002,190
Accrued Taxes Payable.........................          60,247          57,357
                                                   ------------    ------------
   Total Liabilities..........................     164,669,589     162,703,414
                                                   ------------    ------------

Minority Interest in Consolidated
Subsidiary....................................         497,123         419,519
                                                   ------------    ------------

Stockholders' Equity
   Common Stock (Par Value $1; 750,000
     Shares
     Authorized, 356,844 Shares Issued
     Including Stock Held in Treasury at
        12/31/02 and 12/31/01)................         356,844         356,844
   Additional Paid-In Capital.................         234,931         234,931
   Less Cost of Treasury Stock (23,119
     Shares at
     12/31/02 and 12/31/01)...................         (91,303)        (91,303)
                                                   ------------    ------------
     Total Contributed Capital................         500,472         500,472
                                                   ------------    ------------
Retained Earnings.............................      16,276,339      14,993,166
                                                   ------------    ------------
   Stockholders' Equity.......................      16,776,811      15,493,638
                                                   ------------    ------------
     Total Liabilities and Stockholders'
        Equity................................    $181,943,523    $178,616,571
                                                   ============    ============
</TABLE>

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


                                       23


<PAGE>


<TABLE>
<CAPTION>
                       REPUBLIC CORPORATION AND SUBSIDIARY
                              Statements of Income

                                                  (Restated)     (Restated)      (Restated)
Year Ended December 31                               2002           2001            2000
--------------------------------------------------------------------------------------------
<S>                                              <C>            <C>            <C>
Interest Income:
    Interest and Fees on Loans............       $9,236,703     $10,541,196     $9,614,879
    Interest on Federal Funds Sold........          590,566         610,031      1,355,545
    Interest and Dividends on
       Investments:
       Securities of U.S. Treasury and
       Government Sponsored Agencies .....        1,168,225       1,518,374      1,764,632
    Obligations of States, Political
       Subdivisions and other
       Obligations Secured By the
       Government.........................          116,843         116,966          3,577
                                                 -----------    ------------    -----------
       Total Interest on Investments......        1,285,068       1,635,340      1,768,209
                                                 -----------    ------------    -----------
           Total Interest Income..........       11,112,337      12,786,567     12,738,633
                                                 -----------    ------------    -----------
Interest Expense:
    Interest on Deposits..................        3,864,618       5,727,105      6,546,851
                                                 -----------    ------------    -----------
       Total Interest Expense.............        3,864,618       5,727,105      6,546,851
                                                 -----------    ------------    -----------
       Net Interest Income................        7,247,719       7,059,462      6,191,782
Provision for Loan Losses.................          357,834         282,263        314,410
                                                 -----------    ------------    -----------
    Net Interest Income after
       Provision for Loan Losses..........        6,889,885       6,777,199      5,877,372
Other Income:
    Service Charges on Deposit Accounts...          228,463         203,475        227,240
    Other Service Charges, Commissions
       and Fees...........................          490,170         482,318        414,443
    Gain on Sale - Other Real Estate......            2,963               -          2,728
    Other Income..........................          184,263         167,422        180,878
                                                 -----------    ------------    -----------
           Total Other Income.............          905,859         853,215        825,289
                                                 -----------    ------------    -----------
Other Expenses:
    Salaries and Wages....................        2,245,844       2,145,417      1,959,087
    Payroll Taxes.........................          167,752         163,540        149,568
    Employee Benefits.....................          359,865         368,526        336,014
    Occupancy Expenses....................          359,978         314,616        260,940
    Equipment Expense.....................          135,140         180,050        150,987
    Depreciation..........................          358,986         332,232        346,162
    Printing and Supplies.................          178,802         233,814        155,935
    Computer Service Center...............          564,506         494,599        240,598
    FDIC Assessment.......................           34,988          27,679         29,408
    Professional Services.................          159,880         145,256        179,240
    Advertising...........................          224,558         207,005        215,294
    Other Operating Expenses..............        1,002,244       1,068,789        776,404
                                                 -----------    ------------    -----------
           Total Other Expenses...........        5,792,543       5,681,523      4,799,637
                                                 -----------    ------------    -----------
           Income Before Income Taxes.....        2,003,201       1,948,891      1,903,024
                                                 -----------    ------------    -----------
Less Applicable Income Taxes (Current)....          677,896         650,956        652,721
                                                 -----------    ------------    -----------
    Income Before Reduction for
        Minority Interest.................        1,325,305       1,297,935      1,250,303
Less Minority Interest in Income.........           (42,132)        (38,651)       (29,288)
                                                 -----------    ------------    -----------
    Net Income............................       $1,283,173     $ 1,259,284     $1,221,015
                                                 ===========    ============    ===========
    Earnings per Share....................       $     3.85     $      3.77     $     3.66
                                                 ===========    ============    ===========
</TABLE>


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


                                       24


<PAGE>


<TABLE>
<CAPTION>
                       REPUBLIC CORPORATION AND SUBSIDIARY
                            Statements of Cash Flows

                                             (Restated)      (Restated)     (Restated)
December 31                                     2002            2001           2000
---------------------------------------------------------------------------------------
<S>                                          <C>              <C>            <C>
Cash Flows and Operating
Activities:
Net Income (Loss).....................      $ 1,283,173     $ 1,259,284   $  1,221,015
Adjustments to Reconcile Net
Income to Net Cash Provided by
Operating Activities:
    Depreciation......................          358,986         332,232        346,162
    Provision for Loan Losses.........          357,834         282,263        314,410
    Amortization (Accretion) of
       Discounts and Premiums.........          168,994        (247,894)    (1,159,025)
    Other Real Estate Gains/Net.......           (2,963)              -         (2,728)
    Deferred Income Taxes.............          (14,448)        (14,881)       (69,266)
    Loss on Sales of Subsidiary
     Stock............................           32,153          57,639              -
    (Decrease) Increase in
       Interest Payable...............         (167,962)       (457,337)       340,262
    (Increase) Decrease in
       Interest Receivable............          191,864          87,531       (156,023)
    (Increase) Decrease in
       Other Assets...................           78,788        (137,284)        (7,195)
    Increase (Decrease) in
       Other Liabilities..............           43,341          35,473         29,088
                                             -----------     -----------   ------------
           Total Adjustments..........        1,046,587         (62,258)      (364,315)
                                             -----------     -----------   ------------
Net Cash Provided By (Used In)
Operating Activities..................        2,329,760       1,197,026        856,700
                                             -----------     -----------   ------------

Cash Flows from Investing Activities:
Proceeds from Sale of
  Subsidiary Stock....................            5,000          10,000              -
Proceeds from Sales of
  Investment Securities...............                -               -              -
Proceeds from Maturities of
    Investment Securities.............       10,000,000      20,000,000     40,050,000
Purchase of Investment Securities.....                -     (20,430,092)   (47,212,721)
Loans Made to Customers-Net
  Cash Activity.......................        3,532,333         210,192    (15,568,281)
Capital Expenditures .................         (217,281)       (873,645)      (354,759)
Proceeds from Sale of
  Other Real Estate...................           34,691          12,274         15,578
                                             -----------     -----------   ------------
Net Cash Provided by
(Used In) Investing Activities........       13,354,743      (1,071,271)   (23,070,183)
                                             -----------     -----------   ------------
Cash Flows from Financing Activities:
Net Increase in Demand Deposits,
NOW Accounts, Savings Accounts and
Certificates of Deposit...............        2,131,247      11,976,438      8,148,710
Purchase of Treasury Stock ...........                -               -              -
                                             -----------     -----------   ------------
Net Cash Provided by
(Used In) Financing Activities........        2,131,247      11,976,438      8,148,710
                                             -----------     -----------   ------------

Net Increase (Decrease) in Cash
and Cash Equivalents .................       17,815,750      12,102,193    (14,064,773)
</TABLE>

(Continued)

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


                                       25


<PAGE>


<TABLE>
<CAPTION>
                       REPUBLIC CORPORATION AND SUBSIDIARY
                            Statements of Cash Flows

                                             (Restated)      (Restated)     (Restated)
December 31                                     2002            2001           2000
---------------------------------------------------------------------------------------
<S>                                          <C>              <C>            <C>
Cash and Cash Equivalents
at Beginning of Year:
    Cash and Due from Banks.....            $ 6,740,872     $ 5,813,679   $  8,178,452
    Federal Funds Sold..........             21,975,000      10,800,000     22,500,000
                                             -----------     -----------   ------------
Cash and Cash Equivalents
    at Beginning of Year........             28,715,872      16,613,679     30,678,452
                                             -----------     -----------   ------------

Cash and Cash Equivalents
at End of Year:
    Cash and Due from Banks.....              5,781,622       6,740,872      5,813,679
    Federal Funds Sold..........             40,750,000      21,975,000     10,800,000
                                             -----------     -----------   ------------
Cash and Cash Equivalents
    at End of Year .............            $46,531,622     $28,715,872   $ 16,613,679
                                             ===========     ===========   ============

Supplemental Disclosures of
Cash Flow Information
    Cash Paid for Interest......            $ 4,032,580     $ 6,184,442   $  6,206,589
                                             ===========     ===========   ============
    Cash Paid for Income Tax ...            $   720,503     $   667,579   $    648,952
                                             ===========     ===========   ============
</TABLE>



























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



                                       26


<PAGE>


<TABLE>
<CAPTION>
                       REPUBLIC CORPORATION AND SUBSIDIARY
                  Statements of Changes in Stockholders' Equity

For Three                                   Additional   Con-         (Restated)    (Restated)
Years Ended         Capital      Paid in     Treasury    tributed      Retained       Total
December 31,         Stock       Capital       Stock     Capital       Earnings       Equity
------------------------------------------------------------------------------------------------
<S>                <C>          <C>          <C>         <C>          <C>           <C>
Balance at
12-31-99,
   as previously
   reported        $ 356,844    $ 234,931    $(91,303)   $ 500,472    $12,131,815   $12,632,287

Adjustment
applicable to
   prior years             -            -           -            -        381,052       381,052
                   ----------   ----------   ---------   ----------   ------------  ------------

Balance at
12-31-99,
   as restated     $ 356,844    $ 234,931    $(91,303)   $ 500,472    $12,512,867   $13,013,339

Net Income                 -            -           -            -      1,221,015     1,221,015
                   ----------   ----------   ---------   ----------   ------------  ------------

Balance at
12-31-00           $ 356,844    $ 234,931    $(91,303)   $ 500,472    $13,733,882   $14,234,354

Net Income                 -            -           -            -      1,259,284     1,259,284
                   ----------   ----------   ---------   ----------   ------------  ------------

Balance at
12-31-01           $ 356,844    $ 234,931    $(91,303)   $ 500,472    $14,993,166   $15,493,638

Net Income                 -            -           -            -      1,283,173     1,283,173
                   ----------   ----------   ---------   ----------   ------------  ------------

Balance at
12-31-02           $ 356,844    $ 234,931    $(91,303)   $ 500,472    $16,276,339   $16,776,811
                   ==========   ==========   =========   ==========   ============  ============
</TABLE>























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


                                      27


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

1.    Summary of Significant Accounting Policies.

            PRINCIPLES OF CONSOLIDATION. The consolidated financial statements
      include The Republic Corporation, (Company) and its majority-owned
      subsidiary, The First National Bank in Trinidad (Bank). All major items of
      income and expense are recorded on the accrual basis of accounting, and
      all significant intercompany accounts and transactions have been
      eliminated.

            INVESTMENT SECURITIES.  The investment securities are classified
      and accounted for as follows:

            Held to Maturity - investment debt securities for which the Bank has
      the ability and intent to hold to maturity. These securities are stated at
      cost, adjusted for amortization of premiums and accretion of discounts,
      computed by the interest method.

            Available for sale - securities not classified as securities to be
      held to maturity. Unrealized holding gains or losses, net of tax, are
      reported as a separate component of shareholders' equity until realized.

            LOANS. Interest on all loans is credited to interest income as
      earned on the principal amount outstanding. Loans to individuals for
      household, family and other consumer expenditures are principally written
      at the amount disbursed, and interest income is accrued on the outstanding
      principal balance.

            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 losses on loans
      and the valuation of foreclosed real estate. In connection with the
      determination of the estimated 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, further reductions in the carrying
      amounts of loans and foreclosed assets 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
      estimated losses on loans and foreclosed real estate. Such agencies may
      require the Company to recognize additional losses based on their
      judgments about information available to them at the time of their
      examination. Because of these factors, it is reasonably possible that the
      estimated losses on loans and foreclosed real estate may change materially
      in the near term. However, the amount of the change that is reasonably
      possible cannot be estimated.


                                       28


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

            INCOME RECOGNITION ON IMPAIRED LOANS. 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 impaired
      loans is recognized only to the extent of interest payments received.

            ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is
      established through charges to earnings in the form of provisions for loan
      losses. Loan losses or recoveries are charged or credited directly to the
      allowance. In general, the amount charged to earnings each year by the
      Bank is based on management's judgment which takes into consideration a
      number of factors, including (1) loss experience in relation to
      outstanding loans and the existing level of the valuation allowance,
      (2) a continuing review of problem loans and overall portfolio
      quality, (3) regular examinations and appraisals of loan portfolios
      conducted by Federal supervisory authorities, and (4) current and
      expected economic conditions.

            GOODWILL. The excess of the purchase cost over the net assets of the
      Bank purchased represents goodwill. APB 17, which addressed the
      amortization of intangible assets such as goodwill, was not to be applied
      retroactively to assets acquired before November 1, 1970. Since the
      acquisition of the Bank was made prior to November 1, 1970, the goodwill
      acquired was not amortized. The adoption of SFAS 142 required that
      goodwill be evaluated for other-than-temporary impairment. Goodwill is not
      considered impaired and is recorded at full value.

            LONG-LIVED ASSETS. The undiscounted future net cash flows of the
      Company are expected to be greater than the net book value of long-lived
      assets (including goodwill) so that recoverability is not determined to be
      impaired.

            PROPERTY AND EQUIPMENT. Bank property and equipment are stated at
      cost less accumulated depreciation. The building and improvements are
      depreciated on the straight-line, declining balance, ACRS and MACRS
      methods over estimated useful lives of 30 years. There is not a material
      difference between the expense recognized using the ACRS and MACRS methods
      and the expense that would be recognized using a method acceptable under
      generally accepted accounting principles. Automobiles are depreciated
      primarily on the straight-line basis over estimated useful lives of
      3-4 years. Other equipment is depreciated on the straight-line, ACRS
      and MACRS methods over estimated useful lives of 5-10 years.

            The accounting policy is to charge maintenance, repairs, minor
      renewals and betterments of property and equipment to expense in the year
      incurred. Major expenditures for renewals and betterments are capitalized
      and depreciated or amortized over their estimated useful lives. On
      disposal or retirement, the related cost and accumulated depreciation are
      eliminated from the accounts and gain or loss on the transaction is
      reflected in the statement of income.


                                       29


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

            FORECLOSED REAL ESTATE.  Foreclosed real estate includes formally
      foreclosed properties.

            At the time of foreclosure, foreclosed real estate is recorded at
      the lower of the carrying amount or fair value less cost to sell, which
      becomes the property's new basis.

            LOAN ORIGINATION FEES AND COSTS. Loan origination fees are of an
      immaterial nature and are recognized as income upon receipt.

            INCOME TAXES. The Company files a consolidated federal income tax
      return with the Bank. Deferred tax assets and liabilities are recognized
      for the tax effects of differences between the financial statement and tax
      bases of assets and liabilities. A valuation allowance is established to
      reduce deferred tax assets if it is more likely than not that a deferred
      tax asset will not be realized.

            EMPLOYEE BENEFIT PLANS. The Bank makes payments into a 401K employee
      benefit plan. All employees of the bank are covered, with the Bank paying
      a discretionary percentage of the employee's earnings to the plan. An
      employee can contribute an additional percentage of his/her earnings if so
      desired. The plan is overseen by a board of trustees composed of Bank
      officers.

            EARNINGS PER SHARE COMPUTATIONS. Earnings per share computations are
      based on the weighted average number of common shares outstanding during
      each year.

            EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS. In June 1998, the
      Financial Accounting Standards Board issued statement No. 133 "Accounting
      for Derivatives and Hedging Activities" (SFAS No.133) which was
      subsequently amended by SFAS No. 138 "Accounting for Certain Derivatives
      and Certain Hedging Activities". The standards were effective for adoption
      on or before January 1, 2001 (SFAS No. 137 deferred the original effective
      date in SFAS No. 138). The adoption of these statements did not have an
      impact on the Company's results of operations or financial position as the
      Company does not trade in derivative financial instruments.

2.    Restatement Of Prior Years' Financial Statements

      In prior years, the Company did not record deferred income taxes. During
      2002, the Company retroactively changed its accounting method to record
      these deferred income taxes. This change decreased income taxes by
      $14,448, $14,881 and $ 69,266 and increased net income after the effect to
      minority interest by $14,015, $14,435 and $67,645, for the years ended
      December 31, 2002, 2001, and 2000 respectively. An adjustment of $381,052
      applicable to 1999 and prior periods has been included in the restated
      1999 beginning retained earnings balance.


                                       30


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

3.    Investment Securities, including investments held for sale.

            A schedule of securities is as follows:

<TABLE>
<CAPTION>
                                           December 31, 2002                                 December 31, 2001
                              ---------------------------------------------      -------------------------------------------
                                  Par            Book           Market               Par            Book         Market
                                 Value           Value           Value              Value          Value          Value
                              -------------  --------------  --------------      -------------  ------------- --------------
<S>                          <C>            <C>             <C>                 <C>            <C>           <C>
Government Securities        $ 20,000,000   $ 20,175,250    $ 20,682,150        $ 30,000,000   $ 30,344,040  $ 30,687,644
Obligations of States
and Political Sub-Divisions     2,295,000      2,294,871       2,510,704           2,295,000      2,295,075     2,348,871
Other                        $     24,000         24,000          24,000        $     24,000         24,000        24,000
                                             -------------   -------------                      ------------- --------------
                                            $ 22,494,121    $ 23,216,854                       $ 32,663,115  $ 33,060,515
                                             =============   =============                      ============= ==============
</TABLE>

            The approximate amortized cost of investment securities pledged by
      the Bank to secure public funds on deposit amounted to $22,215,755 at
      December 31, 2002 and $32,389,314 at December 31, 2001. Additionally,
      $254,366 was pledged to the Federal Reserve Bank in order to secure
      treasury, tax and loan remittances at December 31, 2002.

            Net gains on the sale of securities were as follows:

<TABLE>
<CAPTION>
                                                             2002        2001
                                                          --------    --------
<S>                                                      <C>          <C>
      GAINS
            U.S. Government Securities                         -           -
            U.S. State and Political Subdivisions              -           -
                                                          --------    --------
      LOSSES
            U.S. Government Securities                         -           -
            U.S. States and Political Subdivisions             -           -
                                                          --------    --------
      NET GAINS ON SALE OF SECURITIES                          -           -
                                                          ========    ========
</TABLE>

      Unrealized gains and losses in the securities portfolio were as follows:

<TABLE>
<CAPTION>
                                     Carrying      Unrealized  Unrealized    Market
                                       Value        Gain         Loss         Value
                                     ----------    --------    ---------   ----------
<S>                                  <C>          <C>          <C>         <C>
      DECEMBER 31, 2002
      U.S. Treasury Securities...   $         -   $       -    $    -      $         -
      U.S. States and Political
      Subdivisions...............     2,294,871     215,833         -        2,510,704
      Government Sponsored
      Agencies...................    20,175,250     506,900         -       20,682,150
      Other......................        24,000           -         -           24,000
                                     ----------    --------    ---------    ----------
                                    $22,494,121   $ 722,733    $    -      $23,216,854
                                     ==========    ========     ========    ==========

      DECEMBER 31, 2001
      U.S. Treasury Securities...   $         -   $       -    $    -                -
      U.S. States and Political
      Subdivisions...............     2,295,075      53,796         -      $ 2,348,871
      Government Sponsored
      Agencies...................    30,344,040     343,604         -       30,687,644
      Other......................        24,000           -         -           24,000
                                     ----------    --------     --------    ----------
                                    $32,663,115   $ 397,400    $    -      $33,060,515
                                     ==========    ========     ========    ==========
</TABLE>


                                       31


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


4.    Loans and Other Receivables

            Loans and other receivables are summarized as follows:

<TABLE>
<CAPTION>
                                                        December 31,
                                                -----------------------------
      Type                                           2002            2001
      ----                                      --------------    -----------
<S>                                             <C>             <C>
      Real Estate........................       $ 87,600,350    $ 92,878,842
      Commercial and Industrial..........          9,676,356       7,423,759
      Agriculture........................          1,243,638       1,753,651
      Loans to Individuals for
           Household, Family and
           Other Consumer Goods..........         10,837,664      11,218,675
      Other..............................              1,872          15,033
                                                  -----------     -----------
           TOTAL ........................       $109,359,880    $113,289,960
                                                  ===========     ===========
</TABLE>

            The changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
                                                       December 31,
                                            -----------------------------------
                                              2002         2001         2000
                                            --------     ---------    ---------
<S>                                       <C>          <C>          <C>
      Balance at Beginning of Year....    $ 1,612,000  $ 1,578,694  $ 1,379,000
         Provision Charged to
            Operating Expenses........        357,834      282,263      314,410
         Loans Charged Off ...........        380,504      308,149      274,204
         Recoveries on Loans
            Previously Charged Off ...        110,730       59,192      159,488
                                            ----------   ----------   ----------
      Balance at End of Year..........    $ 1,700,060  $ 1,612,000  $ 1,578,694
                                            ==========   ==========   ==========
</TABLE>

      At December 31, 2002 and 2001, the total recorded investment in impaired
      loans, all of which had allowances determined in accordance with SFAS No.
      114 and No. 118, amounted to approximately $2,560,000 and $1,088,000
      respectively. The average recorded investment in impaired loans amounted
      to approximately $1,706,000 and $1,213,000 for the years ended December
      31, 2002 and 2001, respectively. The allowance for loan losses related to
      impaired loans amounted to approximately $1,200 and $1,500 at December 31,
      2002 and 2001, respectively. Interest income on impaired loans of $24,343
      and $5,956 was recognized for cash payments received in 2002 and 2001
      respectively.

5.    Property and Equipment.

            Property and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                                       December 31,
                                            -----------------------------------
                                               2002         2001         2000
                                            ---------    ---------    ---------
<S>                                       <C>           <C>         <C>
      Land............................    $   134,750   $  134,750  $   134,750
      Buildings.......................      3,752,745    3,700,383    3,164,931
      Furniture and Equipment.........      2,900,937    2,736,018    2,397,825
                                            --------     ---------    ---------
                                            6,788,432    6,571,151    5,697,506
      Less Accumulated Depreciation...      3,754,850    3,395,864    3,063,632
                                            --------     ---------    ---------
         Net..........................    $ 3,033,582   $3,175,287  $ 2,633,874
                                            ==========   ==========   ==========
</TABLE>

      Depreciation expense for 2002, 2001 and 2000 was $358,986, $332,232 and
      $346,162, respectively.


                                       32


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

6.    Income Taxes.

            The provision (credit) for income taxes includes these components:
<TABLE>
<CAPTION>
                                           2002         2001          2000
                                       --------------------------------------
<S>                                   <C>           <C>           <C>
      Taxes currently payable.......  $  692,344    $ 665,837     $ 721,987
      Deferred income taxes.........     (14,448)     (14,881)      (69,266)
                                       ----------    ---------     ---------
          Income tax expense........  $  677,896    $ 650,956     $ 652,721
                                       ==========    =========     =========
</TABLE>

      A reconciliation of income tax expense at the statutory rate to the
      Company's actual income tax expense is shown below:
<TABLE>
<CAPTION>
                                          2002          2001         2000
                                      -------------------------------------
<S>                                     <C>           <C>           <C>
      Computed at the statutory
         rate (34%).................  $ 681,088     $ 662,623    $ 647,023
      Increase (decrease)
       resulting from
         Tax exempt interest........    (41,000)      (40,000)      (2,000)
         Nondeductible expenses.....     12,019        19,597            -
         State income taxes.........     36,000        11,000       12,000
         Other......................    (10,211)       (2,264)      (4,302)
                                       ----------    ---------    ---------
            Actual tax expense......  $ 677,896     $ 650,956    $ 652,721
                                       ==========    =========    =========
</TABLE>

      The tax effects of temporary differences related to deferred taxes shown
      on the balance sheets were:
<TABLE>
<CAPTION>
                                                         2002         2001
                                                      -----------------------
<S>                                                  <C>         <C>
      Deferred tax assets
        Allowance for loan losses................    $ 546,215   $  513,633

      Deferred tax liabilities
        Depreciation.............................      (23,757)      (5,623)
        Reserve for Contingencies................      (34,040)     (34,040)
                                                      ---------   -----------

           Net deferred tax asset before
           valuation allowance...................    $ 488,418   $ $473,970
                                                      =========   ===========
</TABLE>


                                       33


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

7.    Service Commitments.

      Computer and data processing services are provided to the Bank by an
      outside service center. Expenses incurred for such services during 2002,
      2001 and 2000 were $564,506, $494,599 and $240,598, respectively.

8.    Other Real Estate.

            Other real estate consists of properties acquired through
      foreclosure and loans that are classified as in-substance foreclosed for
      which the underlying collateral is real estate.

            During 2000, other real estate was sold at a gain of $2,728.

            Sales of other real estate in 2001 resulted in no gain or loss.

            For 2002, sales of other real estate resulted in a gain of $2,963.

9.    Certificates of Deposit.

      The Bank had time certificates of deposit in amounts of $100,000 or more
      amounting to $24,251,094 and $22,888,052 at December 31, 2002 and 2001,
      respectively. Interest expense for the years ended December 31, 2002, 2001
      and 2000 on this type of deposit was $773,848, $972,324, and $1,262,692,
      respectively.

            The deposits by time remaining until maturity were (dollars in
      thousands).

                                       3 Months or Less      $  9,640
                                       3 to 6 Months            7,507
                                       6 to 12 Months           5,118
                                       Over 12 Months           1,986
                                                               -------
                                                               24,251
                                                               =======

10.   Regulatory Matters.

      The Bank, as a National Bank, is subject to the dividend restrictions set
      forth by the Comptroller of the Currency. Under such restrictions, the
      Bank may not, without the prior approval of the Comptroller of the
      Currency, declare dividends in excess of the sum of the current year's
      earnings (as defined) plus the retained earnings (as defined) from the
      prior two years. The dividends, as of December 31, 2002, that the Bank
      could declare, without the approval of the Comptroller of the Currency,
      amounted to approximately $3,800,000. The Bank is also required to
      maintain minimum amounts of capital to total "risk weighted" assets, as
      defined by the banking regulators. As of December 31, 2002, Banks are
      required to have minimum Tier 1 and Total capital ratios of 4.00% and
      8.00%, respectively. The Bank's estimated ratios at December 31, 2002 were
      17.43% and 18.68%, respectively. The Bank's estimated Tier 1 leverage
      ratio at December 31, 2002 was 9.09%. The minimum required leverage ratio
      for the Bank at December 31, 2002, was 3.00%.


                                       34


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

11.   Supplemental Cash Flow Information

            In 2002 and 2001, the Bank recorded amounts of other real estate
      acquired through foreclosure of $257,398 and $328,416. Of total sales of
      other real estate during 2002 and 2001, $129,425 and $99,125 of the
      purchase price was financed by the Bank, taking the other real estate as
      security. Loans charged off due to foreclosure transactions in 2002, 2001
      and 2000 amounted to $257,398, $328,416 and $37,716. These noncash
      transactions have been excluded from the consolidated statement of cash
      flows.

12.   Financial Position and Results of Operations - Republic Corporation.

            The financial position and results of operations of The Republic
      Corporation (parent only) are as follows:

<TABLE>
<CAPTION>
                            THE REPUBLIC CORPORATION
                                 Balance Sheets

                                                     (Restated)       (Restated)
December 31                                             2002             2001
---------------------------------------------------------------------------------
<S>                                                 <C>               <C>
Assets

Cash in Bank..................................     $     74,494     $     62,076
Investment in Subsidiary - Equity Method             16,622,406       15,351,646
Receivable - Due from Subsidiary..............           23,307           23,312
Other Assets..................................           56,604           56,604
                                                     -----------       ----------

   Total Assets...............................       16,776,811       15,493,638
                                                     ===========      ===========

Liabilities...................................                -                -
                                                     -----------       ----------

Stockholders' Equity

Common Stock, par Value $1.00; Authorized
   750,000 Shares, Issued 356,844 Shares
   Including Stock Held in Treasury of 23,119
   and 23,119 for 2002 and 2001,
   respectively...............................          356,844          356,844
Additional Paid in Capital....................          234,931          234,931
Less Cost of Treasury Stock (23,119 Shares
   at 12-31-02, 23,119 Shares at 12-31-01)              (91,303)         (91,303)
                                                     -----------      -----------
       Total Contributed Capital .............          500,472          500,472
                                                     -----------      -----------
Retained Earnings.............................       16,276,339       14,993,166
                                                     -----------      -----------

   Total Stockholders' Equity.................       16,776,811       15,493,638
                                                     -----------      -----------

   Total Liabilities and
   Stockholders' Equity.......................     $ 16,766,811     $ 15,493,638
                                                     ===========      ==========
</TABLE>


                                       35


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

(Note 12 Continued)

<TABLE>
<CAPTION>
                            THE REPUBLIC CORPORATION
                              Statements of Income

                                            (Restated)   (Restated)  (Restated)
Year Ended December 31                         2002         2001        2000
-------------------------------------------------------------------------------
<S>                                        <C>         <C>          <C>
Income

Investment Income in Subsidiary
   Dividends Received from
      Subsidiary Bank...............       $   54,320   $   54,460  $   54,740
      Other Income..................                -            -           -
                                            ----------   ----------  ----------
      Total Income..................           54,320       54,460      54,740
                                            ----------   ----------  ----------

Expenses

Salaries and Employee Benefits......           51,073       51,073      54,814
Loss on Sale of
  Subsidiary Stock..................           32,153       57,639           -
Depreciation........................                -            -           -
Examination and Legal Fees..........            8,275        8,100       7,700
Miscellaneous.......................                -        2,194           -
Office..............................            6,709        6,384       6,643
Taxes...............................            4,156        4,140       4,544
Travel..............................                -            -           -
                                            ----------   ----------  ----------
   Total Expenses...................          102,366      129,530      73,701
                                            ----------   ----------  ----------

Income (Loss) Before Equity in
   Undistributed Net Income of
     Income of Subsidiary...........          (48,046)     (75,070)    (18,961)
   Less Applicable
     Income (Taxes) Benefit.........           23,307       23,312      25,100
                                            ----------   ----------  ----------
                                              (24,739)     (51,758)      6,139
Equity in Undistributed Net Income
   (Loss) of Subsidiary.............        1,307,912    1,311,042   1,214,876
                                            ----------   ----------  ----------

   Net Income (Loss)................       $1,283,173   $1,259,284  $1,221,015
                                            ==========   ==========  ==========

Earnings Per Share
   Weighted Average Number of
      Shares Outstanding............          333,725      333,725     333,725
                                            ==========   ==========  ==========

   Net Income (Loss) per Common Share      $     3.85   $     3.77  $     3.66
                                            ==========   ==========  ==========
</TABLE>


                                       36


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

(Note 12 Continued)

<TABLE>
<CAPTION>
                            THE REPUBLIC CORPORATION
                            Statements of Cash Flows

                                              (Restated)   (Restated)   (Restated)
Year Ended December 31                           2002         2001         2000
---------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>
Cash Flows From Operating Activities:

Net Income...............................   $ 1,283,173  $ 1,259,284  $ 1,221,015
Adjustments to Reconcile Net
   Income to Net Cash Provided by
   Operating Activities:
   Loss on Sale of Subsidiary Stock......        32,153       57,639            -
   Depreciation..........................             -            -            -
   Dividends Received - Subsidiary.......       (54,320)     (54,460)     (54,740)
   (Increase) in Investment in
       Subsidiary-Held on the
       Equity Method.....................    (1,307,913)  (1,311,042)  (1,214,876)
   (Increase) Decrease in Receivable
       from Subsidiary-Income
       Tax Benefit.......................             5        1,788       (1,200)
       Increase (Decrease) in
       Current Liabilities...............             -            -            -
                                             -----------  -----------  -----------

Net Cash (Used In)
Operating Activities.....................       (46,902)     (46,791)     (49,801)
                                             -----------  -----------  -----------

Cash Flows From Investing Activities-
   Sale of Subsidiary Stock..............         5,000       10,000            -
   Dividends Received....................        54,320       54,460       54,740
                                             -----------  -----------  -----------
                                                 59,320       64,460       54,740
                                             -----------  -----------  -----------

Cash Flows From Financing Activities-
   Purchase of Treasury Stock............             -            -            -
                                             -----------  -----------  -----------

   Net Increase (Decrease) in Cash.......        12,418       17,669        4,939

Cash - Beginning of Year.................        62,076       44,407       39,468
                                             -----------  -----------  -----------

Cash - End of Year.......................   $    74,494  $    62,076  $    44,407
                                             ===========  ===========  ===========

Supplemental Disclosures of Cash
Flow Information:
   Cash Paid for Interest................             -            -            -
                                             ===========  ===========  ===========

   Cash Paid for Income Taxes............             -            -            -
                                             ===========  ===========  ===========
</TABLE>


                                       37


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

(Note 12 Continued)

<TABLE>
<CAPTION>
                            THE REPUBLIC CORPORATION
                 Statement of Changes in Stockholders' Equity

                                          Additional                    Total        (Restated)
For the Three               Capital        Paid in       Treasury    Contributed      Retained
Years Ended                  Stock         Capital        Stock       Capital         Earnings
-------------------------------------------------------------------------------------------------
<S>                         <C>            <C>           <C>          <C>            <C>
Balance at December
   31, 1999............    $ 356,844      $ 234,931     $ (91,303)   $ 500,472      $ 12,512,867*

Net Income.............            -              -            -             -         1,221,015

Additions to
   Treasury Stock......            -              -            -             -                 -
                             --------       --------      --------     --------        ----------

Balance at December
   31, 2000............    $ 356,844      $ 234,931     $ (91,303)   $ 500,472      $ 13,733,882*

Net Income.............            -              -            -             -         1,259,284

Additions to
   Treasury Stock......            -              -            -             -                 -
                             --------       --------      --------     --------        ----------

Balance at December
   31, 2001............    $ 356,844      $ 234,931     $ (91,303)   $ 500,472      $ 14,993,166*

Net Income.............            -              -            -             -         1,283,173

Additions to
   Treasury Stock......            -              -            -             -                 -
                             --------       --------      --------     --------        ----------

Balance at December
   31, 2002............    $ 356,844      $ 234,931     $ (91,303)   $ 500,472      $ 16,276,339*
                             ========       ========      ========     ========       ===========
</TABLE>


*  On December 31, 1999, 2000, 2001 and 2002 the portion of retained earnings
   resulting from Republic Corporation's equity in the undistributed income of
   its subsidiary was $11,675,288, $12,890,164, $14,137,567 and $15,410,464
   respectively.


                                       38


<PAGE>


                     THE REPUBLIC CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

13.   Contingent Liabilities and Commitments.

            The consolidated financial statements do not reflect various
      commitments and contingent liabilities which arise in the normal course of
      business and which involve elements of credit risk, interest rate risk and
      liquidity risk. These commitments and contingent liabilities are
      commitments to extend credit and standby letters of credit. A summary of
      the Bank's commitments and contingent liabilities at December 31, 2002, is
      as follows:

            Commitments to extend credit           $  5,658,000
            Standby letters of credit              $    371,000

            Commitments to extend credit and standby letters of credit all
      include exposure to some credit loss in the event of nonperformance of the
      customer. The Bank's credit policies and procedures for credit commitments
      and financial guarantees are the same as those for extensions of credit
      that are recorded on the consolidated statements of condition. Because
      these instruments have fixed maturity dates, and because many of them
      expire without being drawn upon, they do not generally present any
      significant liquidity risk to the Bank.

14.   Disclosures about the Fair Value of Financial Instruments

            The following disclosures of the estimated fair value of financial
      instruments are made in accordance with the requirements of SFAS No. 107,
      DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS. The estimated fair
      value amounts have been determined by the Bank using available market
      information and valuation methodologies. The fair value estimates
      presented are not necessarily indicative of the amounts the company could
      realize in a current market exchange. The use of different market
      assumptions and/or estimation methodologies may have a material impact on
      the estimated fair value amounts. SFAS No. 107 excludes certain financial
      instruments and all non-financial instruments including intangible assets
      from its disclosure requirements. Therefore, the aggregate fair value
      amounts presented herein are not indicative of the underlying value of the
      Bank.

            The following methods and assumptions were used to estimate the fair
      value of each class of financial instruments for which is it practicable
      to estimate that value:

        o   CASH AND DUE FROM BANKS

            The current carrying amount is a reasonable estimate of fair value.

        o   FEDERAL FUNDS SOLD

            The current carrying amount is a reasonable estimate of fair value.

        o   INVESTMENT SECURITIES

            An estimate of the fair value for investment securities is made
            utilizing quoted market prices for publicly traded securities, where
            available. A third-party pricing service that specializes in "matrix
            pricing" and modeling techniques provides estimated fair values for
            securities not actively traded.


                                       39


<PAGE>


14.   (Continued)

        o   LOANS

            The fair value of loans is estimated by discounting the future cash
            flows using the current rates at which similar loans would be made
            to borrowers with similar credit ratings and for the same remaining
            maturities. Due to the small amount of nonaccrual loans at December
            31, 2002, these loans do not significantly impact the fair value of
            loans.

        o   DEPOSITS

            The fair value of demand deposits, savings accounts and money market
            deposits is the amount payable on demand at the reporting date. The
            fair value of fixed-maturity certificates of deposit is estimated by
            discounting the future cash flows using the rates currently offered
            for deposits of similar remaining maturities.

        o   COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT

            The fair value of commitments is estimated using the fees currently
            charged to enter into similar agreements, taking into account the
            remaining terms of the agreements and the present creditworthiness
            of the customers. For fixed-rate loan commitments, fair value also
            considers the difference between current levels of interest rates
            and the committed rates. The estimated fair value of letters of
            credit is based on the fees currently charged for similar
            agreements. The instruments were determined to have no positive or
            negative market value adjustments and are not listed in the
            following table.

            The estimated fair value of the Company's financial instruments is
      as follows:


<TABLE>
<CAPTION>
                                                         December 31, 2002
                                                       -----------------------
                                                       Carrying        Fair
                                                        Amount         Value
                                                       -------         -------
                                                            (In Thousands)
<S>                                                   <C>             <C>
         Financial assets:
             Cash and Due From Banks...............  $  5,782        $  5,782
             Held-to-Maturity Securities...........    22,470          23,193
             Other Securities......................        24              24
             Federal Funds Sold....................    40,750          40,750
             Loans, Net of Allowance...............   107,660         109,971

         Financial Liabilities:
             Deposits..............................   163,775         164,090
</TABLE>


                                       40


<PAGE>


14.   (Continued)

      The fair value estimates presented herein are based on pertinent
      information available to management as of December 31, 2002. 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 the financial statements since that date and,
      therefore, current estimates of fair value may differ significantly from
      the amounts presented.

15.   Selected Quarterly Financial Data (in thousands except per share data)

<TABLE>
<CAPTION>
                                    2002                              2001
                      ---------------------------------    -----------------------------
                      Fourth    Third    Second  First     Fourth  Third  Second  First
                      ------    ------   ------  ------    -----   -----  ------  ------
<S>                   <C>       <C>      <C>     <C>       <C>     <C>     <C>    <C>
      Net Interest   $1,967    $1,780   $1,735  $1,766    $1,916  $1,783  $1,700  $1,660
      Income

      Provision for      46        70       40     202       109      87      38      48
      Loan Losses

      Non-Interest      153       254      288     211       133     173     337     210
      Income

      Operating       1,581     1,355    1,473   1,384     1,642   1,411   1,337   1,292
      Expense

      Net Income        370       391      336     186       221     310     415     313

      Earnings per   $ 1.11    $ 1.17   $ 1.01  $  .56    $  .66  $  .93  $ 1.24  $  .94
      Share
</TABLE>


                                       41


<PAGE>


ITEM 9.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure.

            Not applicable.


                                       42


<PAGE>


                                    PART III

ITEM 10.    Directors and Executive Officers of The Republic Corporation.

      The Republic Corporation's Board of Directors consists of Catherine G.
Eisemann, J.E. Eisemann, IV and Roger Dean Eisemann.  All directors and
officers are U.S. citizens.  Catherine G. Eisemann is the mother of J.E. and
Roger Dean Eisemann.


<TABLE>
<CAPTION>
                               TERM OF      PRINCIPAL OCCUPATIONS FOR THE
NAME AND TITLE         AGE     OFFICE                 LAST FIVE YEARS
--------------         ---     --------     -------------------------------
<S>                    <C>     <C>          <C>
Catherine G. Eisemann  76      39 Years     Catherine G. Eisemann has been a
                                            Director of The Republic
                                            Corporation for 39 years.
                                            Mrs. Eisemann was elected
                                            President of The Republic
                                            Corporation and began serving
                                            December 11, 1981.

J.E. Eisemann, IV      55      26 Years     J.E. Eisemann, IV has served as a
                                            Director on The Republic
                                            Corporation Board for 26 years.
                                            Mr. Eisemann has been the
                                            Vice-President and Director of the
                                            Subsidiary Bank for approximately
                                            25 years.  Mr. Eisemann has served
                                            as the Chief Executive Officer and
                                            Chief Financial Officer of The
                                            Republic Corporation and Chairman
                                            of the Board of the Subsidiary
                                            Bank for approximately 21 years.

Roger Dean Eisemann    48      20 Years     Roger Dean Eisemann was elected
                                            Secretary and began serving as a
                                            director of The Republic
                                            Corporation in July, 1982.
</TABLE>

      J.E. Eisemann, III was the President and Chairman of the Board of The
Republic Corporation for 25 years. Mr. Eisemann passed away during 1981.


                                       43


<PAGE>


ITEM 11.    Executive Compensation.

<TABLE>
<CAPTION>
            EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

                           Annual Compensation          Restricted  Stock     LTIP    All Other
Name & Principal     ------------------------------        Stock   Options/  Payouts   Compen-
Position                 Year      Salary      Bonus       Awards    SARs      ($)     sation
----------------     ----------  -----------  ---------   --------  -------  -------  --------
<S>                    <C>       <C>          <C>        <C>        <C>      <C>      <C>
J.E. Eisemann, IV        2002     $85,773(1)  $3,735(2)      -0-      -0-      -0-      -0-
  Chief Executive        2001      83,573(1)   5,438(2)      -0-      -0-      -0 -     -0-
  Officer and            2000      80,073(1)   3,450(2)      -0-      -0-      -0 -     -0-
  Chief Financial
  Officer of the
  Company, Chairman
  of the Board & Vice
  President of the
  Subsidiary Bank

Catherine Eisemann       2002     $30,000         -0-        -0-      -0-      -0-      -0-
  President of the       2001      30,000         -0-        -0-      -0-      -0-      -0-
  Company                2000      30,000         -0-        -0-      -0-      -0-      -0-

</TABLE>

(1) Includes amounts deferred under Section 401(K) of the Internal Revenue
    Code. Amounts deferred by Mr. Eisemann were $10,066 in 2000, $10,422
    in 2001 and $11,205 in 2002.

(2) Includes amounts deferred under Section 401(K) of the Internal Revenue
    Code. Amounts deferred by Mr. Eisemann were $434 in 2000, $0 in 2001
    and $560 in 2002.

                      STOCK OPTIONS/SAR GRANTS IN 2002-NONE
         AGGREGATED STOCK OPTIONS/SAR EXERCISES IN 2002 AND OPTIONS/SAR
                      VALUES AS OF DECEMBER 31 2002 - NONE
                LONG-TERM INCENTIVE PLANS - AWARDS IN 2002 - NONE
                            COMPENSATION OF DIRECTORS
            Director fees are not paid to directors of the Company.
                     EMPLOYMENT CONTRACTS AND TERMINATION OF
                         EMPLOYMENT ARRANGEMENTS - NONE
                   REPORT ON REPRICING OF OPTIONS/SARS - NONE


                                       44


<PAGE>


ITEM 12.    Security Ownership of Certain Beneficial Owners and Management.

     (a)    Security ownership of certain beneficial owners and management.

            The following schedule reflects security ownership of persons who
            are (1) the beneficial owners of more than 5% of any class of voting
            securities of The Republic Corporation, (2) each of the Company's
            directors, and (3) all directors and executive officers of the
            Company as a group.



                                                         Amount and
                                                          Nature of     Percent
            Name of                       Title of       Beneficial       of
            Person                         Class         Ownership(1)    Class
            ---------                  -------------    ------------   --------

            Catherine G. Eisemann        Common Stock     193,702       58.0424
            3350 McCue, #904
            Houston, Texas  77056

            Mr. J.E. Eisemann IV         Common Stock       8,700        2.6069
            1103 Victoria Square
            Trinidad, Colorado  81082

            Mr. R. Dean Eisemann         Common Stock       6,500        1.9477
            3738 Ella Lee Lane
            Houston, Texas  77027

            All directors and
            executive
            officers as a group          Common Stock     208,902(2)    62.5970

            (1) Beneficial ownership in accordance with Securities and Exchange
                Commission rules, which generally attribute beneficial ownership
                to persons who possess sale or shared voting and for investment
                power with respect to those securities.
            (2) Shares of The Republic Corporation have not been pledged by the
                officers or directors of the corporation. All of the above named
                directors own 100 shares each of the subsidiary bank stock as
                directors' qualifying shares.

        (b) Changes in control.

            The Republic Corporation has the option of repurchasing its own
            stock, thus increasing the ownership percentages of the remaining
            shareholders.

ITEM 13.    Certain Relationships and Related Transactions.

      There have been no transactions with management or other related parties
that would require disclosure under current Securities and Exchange Commission
regulations. Additionally, no business relationships that would require
disclosure exist. No directors were indebted to The Republic Corporation or the
subsidiary bank during 2002.


                                       45


<PAGE>


ITEM 14.    Controls and Procedures.

     (A)    Evaluation of disclosure controls and procedures

                  Our Chief Executive and Chief Financial Officer, after
            evaluating the effectiveness of our disclosure controls and
            procedures (as defined in Exchange Act Rules 13a-14(c) and
            15d-14(c)) as of a date within 90 days of the filing date of this
            Amendment No. 1 to this Annual Report on Form 10-K (the "Evaluation
            Date"), has concluded that as of the Evaluation Date, our disclosure
            controls and procedures were adequate and effective to ensure that
            material information relating to us would be made known to him by
            others within our company, particularly during the period in which
            this Amendment No. 1 to this Annual Report on Form 10-K was being
            prepared.

     (B)    Changes in internal controls.

                  There were no significant changes in our internal controls or
            in other factors that could significantly affect internal controls
            subsequent to the date of the most recent evaluation, nor any
            significant deficiencies or material weaknesses in such internal
            controls requiring corrective actions. As a result, no corrective
            actions were taken.


                                       46


<PAGE>


                                     PART IV

ITEM 15.    Exhibits, Financial Statement, Schedules, and Reports on Form 8-K.

     (a)    1. The following financial statements and financial statement
               schedules are included in Part II of this report:

                  Consolidated statements of the parent and subsidiary bank:

                                                                            PAGE

                  Accountant's Report.................................        22

                  Balance Sheets as of December
                      31, 2002 and 2001 (Restated)....................        23

                  Statements of Income - Years Ended
                      December 31, 2002, 2001 and 2000 (Restated) ....        24

                  Statement of Cash Flows -
                      Years ended December 31,
                      2002, 2001 and 2000 (Restated)..................     25-26

                      Statement of Changes in Stockholders'
                         Equity-years ended December 31,
                      2002, 2001 and 2000 (Restated)..................        27

                  Notes to Financial Statements.......................     28-41

            2.    All other schedules are omitted because they are not
                  applicable, are not required, or because the required
                  information is included in the consolidated financial
                  statements or notes thereto.


                                       47


<PAGE>


            3. List of Exhibits.

                  Exhibit
                     No.
                  -------

                     3       The Republic Corporation, Articles of Incorporation
                             and By-Laws*

                    22(a)    Subsidiary of the Registrant.*

                             The First National Bank in Trinidad, Colorado.
                             Incorporated in Colorado

                    99.1     Certification of Chief Executive and Chief
                             Financial Officer pursuant to 18 U.S.C. 1350
                             (Section 906 of Sarbanes-Oxley Act of 2002)


                     *       This document was filed as an exhibit to
                             Registration Statement Form 10 (which was filed
                             with the Securities and Exchange Commission under
                             The Securities Exchange Act of 1934) dated August
                             23, 1977.

        (b) Reports on Form 8-K

            There were no reports on Form 8-K for the three months ended
            December 31, 2002.


                                       48


<PAGE>


                                   SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Republic Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


REPUBLIC CORPORATION


     /S/ J.E. Eisemann, IV                                    June 30, 2003
-----------------------------------  Chairman of the          -------------
J.E. Eisemann, IV`                   Board, Director,             Date
                                     Chief Executive
                                     Officer, Chief
                                     Financial and
                                     Accounting Officer


Pursuant to the requirements of the Securities Exchanges Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:


Signature                            Title                        Date
-----------                          ------                    ----------


     /S/ J.E. Eisemann, IV                                    June 30, 2003
-----------------------------------  Chairman of the          -------------
J.E. Eisemann, IV`                   Board, Director,             Date
                                     Chief Executive
                                     Officer, Chief
                                     Financial and
                                     Accounting Officer



     /S/ Catherine G. Eisemann                                June 30, 2003
----------------------------------   President of the         -------------
Catherine G. Eisemann                Board and a Director



     /S/ Roger Dean Eisemann                                  June 30, 2003
----------------------------------   Secretary and            -------------
Roger Dean Eisemann                  Director


                                       49


<PAGE>


                                 CERTIFICATIONS

I, J. Ed Eisemann, IV, certify that:

1. I have reviewed this annual report on Form 10-K/A of The Republic
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

      a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to me by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

      c) presented in this annual report my conclusions about the effectiveness
      of the disclosure controls and procedures based on my evaluation as of the
      Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

      a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. I have indicated in this annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: June 30, 2003                              /s/ J. Ed Eisemann, IV
      ----------------                      ---------------------------------
                                                   J. Ed Eisemann, IV
                                                 Chairman of the Board,
                                               Director, Chief Executive
                                              Officer, Chief Financial and
                                                   Accounting Officer

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN
PROVIDED TO THE REPUBLIC CORPORATION AND WILL BE RETAINED BY THE REPUBLIC
CORPORATION AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF
UPON REQUEST.

                            SUPPLEMENTAL INFORMATION

The Republic Corporation will send the shareholders an annual report and proxy
materials subsequent to the filing of this report.


                                       50


<PAGE>


                                  EXHIBIT INDEX


99.1     Certificate of Chief Executive and Chief Financial Officer pursuant
         to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)