<PAGE>


                     SECURITIES AND EXCHANGE COMMISSION       Page 1 of 116
                             Washington, DC 20549             Exhibit Index on
                                                              Page 31
                                  Form 10-K

                   Annual Report Pursuant to Section 13 or 15(d) of
                         The Securities Exchange Act of 1934

For the fiscal year ended December 31, 1995
                                                  Commission file number 0-14511

                            TODAY'S BANCORP, INC.*
                        -------------------------------
                (Exact Name of registrant as specified in its charter)

          Delaware                                                   36-2902424
--------------------------------                             ------------------
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              dentification No.)

50 West Douglas St., Freeport, Illinois                                   61032
---------------------------------------                                   -----
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code               (815) 235-8596
                                                                 --------------

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

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

                       Common stock par value $5.00 per share.
                           Preferred Stock Purchase Rights.

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of 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]
           ----

As of March 19, 1996, the aggregate market value of the registrant's common
stock held by nonaffiliates was approximately $73,527,672.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
 
2,748,698 shares of common stock, par value $5 per share, at March 19, 1996.


                         DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for fiscal year ended December 31,
1995 to the extent expressly stated herein, are incorporated by reference into
Parts I and II.  Certain portions of the registrant's Proxy Statement dated
March 22, 1996 for the annual meeting of stockholders to be held on April 18,
1996 are incorporated by reference in Part III.

* Effective January 1, 1995, the Company changed its name from Northwest
Illinois Bancorp, Inc. to TODAY'S BANCORP, INC.

<PAGE>

                                                                          Page 2
PART I

Item 1.  BUSINESS

         GENERAL

         TODAY'S BANCORP, INC. (the "Parent"), is a bank holding company
         incorporated under Delaware law in 1977.  The Parent was originally
         named Northwest Illinois Bancorp, Inc. and changed its name to TODAY'S
         BANCORP, INC. effective January 1, 1995.  The company includes: the
         parent company, TODAY'S BANCORP, INC.; its wholly-owned subsidiaries,
         TODAY'S BANK - East and TODAY'S BANK - West; its mortgage banking
         company, TODAY'S MORTGAGE SOURCE; and TODAY'S FINANCIAL SERVICES
         (collectively, the "Company").

         Banking constitutes the main business segment of the Company and there
         are no foreign operations.  TODAY'S BANK - East is the largest
         subsidiary, and at December 31, 1995, accounted for approximately 73%
         of the consolidated assets of the Company.  

         The Banks are Illinois chartered commercial banks with trust powers,
         conducting full service domestic banking business at twelve locations
         throughout Northwestern Illinois.

         The Freeport locations are one of the two primary banks of a total of
         three local banks in a city of 28,000 and compete locally for deposits
         and loans, generally county wide, within approximately a 50-mile
         radius of Freeport with several smaller banks, a number of savings and
         loan associations, credit unions and finance companies.

         The Galena portfolio consists primarily of real estate mortgage and
         installment loans.  Extensive historical restoration, coupled with the
         development of hotel, convention and resort facilities have made the
         Galena area a well known and widely visited tourist attraction and
         recreational center.  The Galena Territory, which is situated six
         miles east of Galena, is a successful resort community and convention
         center.  The Galena office has been instrumental in providing mortgage
         financing to this key component of the Galena economy as well as
         installment loans to its consumer base.

         The Rockford offices are located in the Rockford Metro Area
         (consisting of Winnebago and Boone Counties).  One Rockford branch is
         strategically located near downtown Rockford along one of the major
         thoroughfares feeding daily commuters into the business district. 
         Another Rockford location established in early 1994, is located in the
         quickly growing East side market area.  An additional Rockford
         location was opened in August, 1995 in the expanding northeast section
         of Rockford.  This storefront location, in addition to our other
         Rockford locations, emphasizes a community banking orientation which
         concentrates on providing top quality service to customers.

         The Pecatonica location is the only financial institution in the town
         of Pecatonica, a rural community of approximately 1,700 people.  The
         Company also operates a facility and an ATM in the town of Winnebago,
         a community of approximately 2,200 people 

<PAGE>

                                                                          Page 3

         located nine miles southeast of Pecatonica.  Consumer loans constitute
         the major portion of its loan portfolio.


         The East Dubuque, Scales Mound and additional Galena locations were
         added in September, 1994 with the acquisition of Tri-State Bank &
         Trust Co.  With this acquisition, the Company was able to expand its
         market share in the Northwestern Illinois area by moving into new
         communities.

         TODAY'S MORTGAGE SOURCE is based out of Rockford, Illinois.  This
         subsidiary specializes in both retail and wholesale mortgage
         originations and currently is covering a two state area.

         TODAY'S FINANCIAL SERVICES was established in 1995 and includes the
         operations of trust, asset management, full service investment
         brokerage, insurance and other fee-based services.

         Employee relations have been harmonious and include a competitively
         based employee benefit program.  The Company had 230 full-time
         equivalent employees at year end.

         The Banks each conduct a general banking business embracing most of
         the services, both consumer and commercial, which banks may lawfully
         provide, including the following principal services:  the acceptance
         of deposits into demand, savings and time accounts and the servicing
         of such accounts; the establishment of IRA and Keogh accounts;
         commercial, industrial, consumer and real estate lending, including
         installment loans, student loans, farm loans, personal lines of credit 
         and overdraft check protection; safe deposit operations; and an
         extensive variety of additional services tailored to the needs of
         individual customers, such as the acquisition of U.S. Treasury notes
         and bonds, the sale of travelers' checks, money orders and cashier's
         checks, direct deposit services, automatic transfer of funds between
         accounts, and other special services.
 
         Loans, both commercial and consumer, are provided on either a secured
         or unsecured basis to corporations, partnerships and individuals. 
         Commercial lending covers such categories as business, industry,
         capital, agricultural, inventory and real estate, with the latter
         including residential properties.

         SUPERVISION AND REGULATION

         The growth and earnings performance of the Company can be affected not
         only  by management decisions and general economic conditions, but
         also by the policies of various governmental regulatory authorities
         including, but not limited to, the Board of Governors of the Federal
         Reserve System (the "Federal Reserve Board"), the Federal Deposit
         Insurance Corporation ("FDIC"), the Illinois Commissioner of Banks and
         Trust Companies (the "Commissioner"), the Internal Revenue Service and
         state taxing authorities.  Financial institutions and their holding
         companies are extensively 

<PAGE>

                                                                          Page 4

         regulated under federal and state law.  The effect of such statutes,
         regulations and policies can be significant, and cannot be predicted
         with a high degree of certainty.

         Federal and state laws and regulations generally applicable to
         financial institutions, such as the Company, regulate, among other
         things, the scope of business, investments, reserves against deposits,
         capital levels relative to operations, the nature and amount of
         collateral for loans, the establishment of branches, mergers,
         consolidations and dividends.  This supervision and regulation is
         intended primarily for the protection of the FDIC's deposit insurance
         fund and the depositors, rather than the stockholders, of a financial
         institution.

         The following references to material statutes and regulations
         affecting the Company are brief summaries thereof and do not purport
         to be complete, and are qualified in their entirety by reference to
         such statutes and regulations.  Any change in applicable law or
         regulations may have a material effect on the business of the Company.

         The Parent is a bank holding company within the meaning of the Bank
         Holding Company Act of 1956, as amended (the "BHCA"), and is
         registered as such with the Federal Reserve Board.  As a bank holding
         company, it is required to file with the Federal Reserve Board annual
         reports and information regarding its business operations and those of
         its subsidiaries.  It is subject to regulation and examination by the
         Federal Reserve Board. 

         TODAY'S BANK - East and TODAY'S BANK - West are chartered under the
         Illinois Banking Act, as amended (the "IBA"), and are subject to the
         examination, supervision, reporting and enforcement requirements of
         the FDIC under the Federal Deposit Insurance Act, as amended, and the
         Commissioner under the IBA.  The deposits of the Banks are insured by
         the Bank Insurance Fund of the FDIC to the extent permitted by law.

         THE PARENT

         ACQUISITIONS.  The BHCA requires every bank holding company to obtain
         the prior approval of the Federal Reserve Board before merging with or
         consolidating into another bank holding company, acquiring
         substantially all the assets of any bank, or acquiring direct or
         indirect ownership or control of more than 5% of the voting shares of
         any bank.
         
         The BHCA also prohibits a bank holding company, with certain
         exceptions, from acquiring direct or indirect ownership or control of
         more than 5% of the voting shares of any company which is not a bank,
         and from engaging in any business other than that of banking, managing
         and controlling banks or furnishing services to banks and their
         subsidiaries.  With prior Federal Reserve Board approval, however, the
         Company may engage in, and may own shares of companies engaged in,
         certain businesses determined by the Federal Reserve Board to be so
         closely related to banking or managing or controlling banks as to be a
         proper incident thereto. 

<PAGE>

                                                                          Page 5

         INTERSTATE BANKING.  Adequately capitalized and managed bank holding
         companies are permitted to acquire control of a bank in any state. 
         States, however, may prohibit acquisitions of banks that have not been
         in existence for at least five years.   Illinois bank holding
         companies are permitted to acquire banks and bank holding companies,
         and be acquired by bank holding companies, located in any state which
         authorizes such acquisitions under qualifications and conditions which
         are not unduly restrictive, as determined by the Commissioner, when
         compared to those imposed under Illinois law.  The Federal Reserve
         Board is prohibited from approving an application if the applicant
         controls more than 10 percent of the total amount of deposits of
         insured depository institutions nationwide.  In addition, interstate
         acquisitions would be subject to statewide concentration limits.  The
         Federal Reserve Board would be prohibited from approving an
         application if, prior to consummation, the applicant controls any
         insured depository institution or branch in the home state of the
         target bank, and the applicant, following consummation would control
         30 percent or more of the total amount of deposits of insured
         depository institutions in that state.

         This legislation also provides that the provisions on concentration
         limits do not affect the authority of any state to limit the
         percentage of the total amount of deposits in the state which would be
         held or controlled by any bank or bank holding company to the extent
         the application of the limitation does not discriminate against out-
         of-state institutions.  States may also waive the statewide
         concentration limit.  The legislation authorizes the Federal Reserve
         Board to approve an application without regard to the 30 percent
         state-wide concentration limit, if the state allows a greater
         percentage of total deposits to be so controlled, or the acquisition
         is approved by the state bank regulator and the standard on which such
         approval is based does not have the effect of discriminating against
         out-of-state institutions.

         Recently enacted interstate branching legislation permits banks to
         merge across state lines, thereby creating a main bank in one state
         with branches in other states.  Approval of interstate bank mergers
         will be subject to certain conditions:  adequate capitalization;
         adequate management; CRA compliance; deposit concentration limits (as
         set forth above); and compliance with federal and state antitrust
         laws.  An interstate merger transaction may involve the acquisition of
         a branch without the acquisition of the bank only if the law of the
         state in which  the branch is located permits out-of-state banks to
         acquire a branch of a bank in that state without acquiring the bank. 
         Following the consummation of an interstate transaction, the resulting
         bank may establish additional branches at any location where any bank
         involved in the transaction could have established a branch under
         applicable federal or state law, if such bank had not been a party to
         the merger transaction.

         Interstate branches will be required to comply with host state
         community reinvestment, consumer protection, fair lending, and
         intrastate branching laws, as if the branch were chartered by the host
         state.  An exception is provided for national bank branches if federal
         law preempts the state requirements or if the OCC determines that the
         state law has a discriminatory effect on out-of-state banks.  All
         other laws of the host state will apply to the branch to the same
         extent as if the branch were a bank,  the main office of which is
         located in the host state.

<PAGE>

                                                                          Page 6

         The interstate branching by merger provisions will become effective on
         June 1, 1997, unless a state takes legislative action prior to that
         date.  States may pass laws to either "opt-in" before June 1, 1997, or
         to "opt-out" by expressly prohibiting merger transactions involving
         out-of-state banks, provided the legislative action is taken before
         June 1, 1997.

         The effects on the Company of such recent changes in interstate
         banking law cannot be accurately predicted, but it is likely that
         there will be increased competition from national and regional banking
         firms headquartered outside of Illinois that may have greater
         resources than the Company.

         CHANGE OF CONTROL.  Federal law prohibits acquisition of "control" of
         a bank or bank holding company without prior written notice to certain
         federal bank regulators.  "Control" is defined in certain cases as
         acquisition of as little as 10% of the outstanding shares. 
         Furthermore, the Company cannot purchase its own stock where the gross
         consideration paid during the preceding twelve months will equal 10%
         or more of the Company's net worth without obtaining approval of the
         Federal Reserve Board.

         Any person, including associates and affiliates of and groups acting
         in concert with such person, who purchases 10% or more of the Common
         Stock of the Company, or thereafter acquires additional securities of
         the Company such that it owns more than 10% of the Common Stock of the
         Company, may be required to obtain approval of the Federal Reserve
         Board under the Change in Bank Control Act, and any corporation,
         partnership, trust or organized group that acquires a controlling
         interest in the Company may have to obtain approval of the Federal
         Reserve Board to become a bank holding company and thereafter be
         subject to regulation as such.

         SEC REGULATION.  The Company's Common Stock is registered with the SEC
         under the Securities Act of 1933, as amended, and the Securities
         Exchange Act of 1934, as amended.  Consequently, the Company is
         subject to the information, proxy solicitation, insider trading and
         other restrictions and requirements of SEC under the Securities
         Exchange Act of 1934, and is required to file various reports with the
         SEC. 

         THE BANKS

         The Banks are required to comply with various banking laws, including
         laws governing maximum rates of interest chargeable on certain types
         of loans, maximum credit that may be extended to any one borrower,
         restrictions on loans to bank insiders and affiliates and limitations
         on the type and amounts of securities in which banks may invest.

         Extensions of credit by the Banks are subject to a variety of federal
         laws and regulations, including truth-in-lending statutes, the Equal
         Credit Opportunity Act, the Real Estate Settlement Procedures Act and
         the Financial Institutions Regulatory and Interest Rate Control Act of
         1978.  In terms of permitted activities and services, the Banks are
         also affected by federal laws such as the Depository Institutions 

<PAGE>

                                                                          Page 7

         Deregulation and Monetary Control Act of 1980, the Garn-St. Germain
         Depository Institutions Act of 1982, the Competitive Equality Banking
         Act of 1987, the Financial Institutions Reform, Recovery and
         Enforcement Act of 1989 (see "FINANCIAL INSTITUTIONS REFORM, RECOVERY
         AND ENFORCEMENT ACT OF 1989," below) and the Federal Deposit Insurance
         Corporation Improvement Act of 1991 (see "FEDERAL DEPOSIT INSURANCE
         CORPORATION ACT OF 1991," below).

         The Banks are subject to certain restrictions under the Federal
         Reserve Act and the Federal Deposit Insurance Act on loans and other
         extensions of credit to the Company or to its subsidiaries,
         investments in the stock or other securities of the Company or its
         subsidiaries, or advances to any borrower collateralized by such stock
         or other securities.

         Banks located in Illinois are permitted to establish branches anywhere
         in Illinois without regard to the location of other banks' main
         offices or the number of branches  maintained by the bank establishing
         the branch. 

         Effective July 1, 1992, banks in Illinois that are commonly owned,
         directly or indirectly, by the same bank holding company, such as the
         Banks, may establish "affiliate facilities."  An affiliate facility
         may conduct the following transactions for another commonly owned bank 
         if authorized by that bank:  (1) receive deposits; (2) cash and issue
         checks, drafts and money order; (3) change money; and (4) receive
         payments on existing indebtedness.

         DIVIDENDS

         GENERAL.  The Parent is a legal entity separate and distinct from the
         Banks.  There are various state banking regulations which would limit
         the ability of the Banks to finance, pay dividends or otherwise supply
         funds to the Parent.

         THE PARENT.  The holders of the Parent's Common Stock are entitled to
         receive such dividends as are declared by the Board of Directors.

         The Federal Reserve Board has issued a policy statement on the payment
         of cash dividends by bank holding companies.  In the policy statement,
         the Federal Reserve Board expressed its view that a bank holding
         company experiencing earnings weaknesses should not pay cash dividends
         exceeding its net income or which could only be funded in ways that
         weakened the bank holding company's financial health, such as by
         borrowing.          

         ILLINOIS BANK RESTRICTIONS.  Under the provisions of the IBA,
         dividends may not be declared by the state-chartered banks, (1) except
         out of the bank's net profits; and (2) unless the bank has transferred
         to surplus at least one-tenth of its net profits since the date of the
         declaration of the last preceding dividend, until the amount of its
         surplus is at least equal to its capital.  Net profits under the IBA
         must be adjusted for losses and bad debts unless such debts are
         secured and in the process of collection.  Additionally, the payment
         of dividends by a state-charted bank, whose deposits are insured by
         the 

<PAGE>

                                                                          Page 8

         Bank Insurance Fund, is affected by the requirement to maintain
         minimum capital pursuant to the capital adequacy guidelines issued by
         the FDIC.  The Banks exceeded the minimum capital requirements under
         FDIC guidelines as of December 31, 1995 (see "CAPITAL REQUIREMENTS,"
         below).

         CAPITAL REQUIREMENTS

         The Federal Reserve Board and the FDIC have adopted risk-based capital
         guidelines to provide a framework for assessing the adequacy of the
         capital of banks and bank holding companies.  These guidelines became
         effective on December 31, 1990, and were fully phased in on December
         31, 1992.  These guidelines apply to all banks and bank holding
         companies regardless of size and are used in the examination and
         supervisory process as well as in the analysis of applications to be
         acted upon by the regulatory authorities.  These guidelines require
         banks and bank holding companies to maintain capital based upon the
         credit risk of their operations.

         The risk-based capital guidelines are designed to require the
         maintenance of capital commensurate with both on and off-balance sheet
         credit risks.  The minimum ratios established by the guidelines are
         based on capital, as defined, to total risk-weighted assets.  Total
         risk-weighted assets are calculated by assigning each on-balance sheet
         asset and off-balance sheet item to one of four risk categories
         (depending on the nature of each item). The amount of the items in
         each category is then multiplied by the risk-weight assigned to that
         category (0%, 20%, 50% or 100%).  Total risk-weighted assets equals
         the sum of the resulting amounts.

         The risk-based capital guidelines require the Company and its Bank
         Subsidiaries to meet a minimum Tier 1 capital ratio of 4% and a total
         risk-based capital ratio of 8%.  Tier 1 capital generally consists of
         (a) common stockholders' equity, (b) qualifying perpetual preferred
         stock and related surplus, subject to certain limitations specified by
         the appropriate regulatory authority, and (c) minority interests in
         the equity accounts of consolidated subsidiaries; less goodwill and
         any other intangible assets and investments in subsidiaries that the
         regulatory agencies determine should be deducted from Tier 1 capital. 
         Tier 2 capital includes Tier 1 capital plus the allowed portion of the
         allowance for possible loan losses to risk-weighted assets.

         The Federal Reserve Board and the FDIC have adopted an additional
         capital standard for banks and bank holding companies.  Under this new
         standard, a 3% "leverage" ratio of Tier 1 capital to total assets is
         the minimum requirement for banking organizations that are deemed the
         strongest and most highly rated by its respective regulator.  A higher
         minimum leverage ratio (4% to 5% or higher) is required of less highly
         rated banking organizations and of bank holding companies which
         propose to engage in expansionary business activities.  The principal
         objective of the leverage ratio is to place a constraint on the
         maximum degree to which a bank holding company may leverage its equity
         capital base.

         As of December 31, 1995, the Parent and the Banks exceeded all of the
         applicable capital requirements discussed above.  As of December 31,
         1995, the Banks also met 

<PAGE>

                                                                          Page 9

         the criteria for classification as "well capitalized" institutions
         under the prompt corrective action rules and the deposit insurance
         premium rules promulgated under the Financial Deposit Insurance
         Corporation Improvement Act of 1991. Designation as a well capitalized
         institution under these regulations does not constitute a
         recommendation or endorsement of the Company and the Banks by federal
         bank regulators.

         The following table presents the Company's capital ratios as of 
         December 31, 1995:

 
<TABLE>
<CAPTION>

                                                                        TODAY'S    TODAY'S
                                                               Total     BANK-      BANK-
                                                              Company    East       West
                                                              -------   -------   -------
    Company Capital Ratios
    <S>                                                       <C>       <C>        <C>
      Average shareholders' equity to average assets....        8.7%     8.0%       7.8%
      Leverage (minimum requirements-3%)(1)(2)(3).......        7.9      7.9        7.8
      Risk-based capital ratios (1)(2)
        Tier 1 (minimum requirement - 4%)...............       10.3     10.3       11.4
        Tier 2 (minimum requirement - 8%)...............       11.2     11.1       12.2


</TABLE>

 


    (1)  Computed in accordance with current Federal Reserve Board guidelines.
    (2)  Risk based capital and leverage ratios were initially effective
         December 31, 1990.
    (3)  Under banking agency regulations, the minimum leverage ratio is 3.0%
         of adjusted total assets plus an additional amount of at least 100 to
         200 basis points for all but the most highly rated.

         FINANCIAL INSTITUTION REFORM, RECOVERY
         AND ENFORCEMENT ACT OF 1989

         The passage of the Financial Institution Reform, Recovery and
         Enforcement Act of 1989 ("FIRREA") resulted in significant changes in
         the enforcement powers of federal banking agencies, and more
         significantly, the manner in which the thrift industry is regulated. 
         While FIRREA's primary purpose is to address public concern over the
         financial crisis of the thrift industry through the imposition of
         strict reforms on that industry, FIRREA grants bank holding companies
         more expansive rights of entry into "the savings institution" market
         through the acquisition of both healthy and failed savings
         institutions.  Under the provisions of FIRREA, a bank holding company
         can expand its geographic market or increase its concentration in an
         existing market by acquiring a savings institution, but it cannot
         expand its product market by acquiring a savings institution.

         Under FIRREA, a depository institution insured by the FDIC can be held
         liable for any loss incurred by, or reasonably expected to be incurred
         by, the FDIC in connection with (i) the default of a commonly
         controlled FDIC-insured depository institution or (ii) any assistance
         provided by the FDIC to a commonly controlled FDIC-insured depository
         institution in danger of default (the "Cross Guarantee").  "Default"
         is defined generally as the appointment of a conservator or receiver
         and "in danger of default" is defined generally as the existence of
         certain conditions indicating either that there is no reasonable
         prospect that the institution will be able to meet the demands of its
         depositors or pay its obligations in the absence of regulatory
         assistance, or that its capital has been depleted and there is no
         reasonable prospect that it will be 

<PAGE>

 

                                                                         Page 10

         replenished in the absence of regulatory assistance.  The Cross
         Guarantee thus enables the FDIC to assess a bank holding company's
         healthy Bank Insurance Fund members for the losses of any of such bank
         holding company's failed Bank Insurance Fund members.  Cross Guarantee
         liabilities are generally superior in priority to obligations of the
         depository institution to its stockholders due solely to their status
         as stockholders and obligations to other affiliates.

         FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991

         On December 19, 1991, the Federal Deposit Insurance Corporation
         Improvement Act of 1991 ("FDICIA") was enacted into law.  The
         regulatory framework of FDICIA represents a comprehensive and
         fundamentally changed approach to banking supervision.  The new
         approach imposes relatively detailed standards and mandates the
         development of additional regulations governing nearly every aspect of
         the operation and management of banks, in addition to many aspects of
         bank holding companies.  In addition to providing for the
         recapitalization of the Bank Insurance Fund, FDICIA contains, among
         other things:  (i) truth-in-savings legislation that requires
         financial institutions to disclose terms, conditions, fees and yields
         on deposit accounts in a uniform manner; (ii) provisions that impose
         strict audit requirements and expand the role of the independent
         auditors of financial institutions; (iii) provisions that limit the
         powers of state-chartered banks to those of national banks unless the
         state-chartered bank meets minimum capital requirements and the FDIC
         finds that the activity to be engaged in by the state-chartered banks
         poses no significant risk to the Bank Insurance Fund; (v) provisions
         that require the expedited resolution of problem financial
         institutions; (vi) provisions that require regulatory agencies to
         develop a method for financial institutions to provide information
         concerning the estimated fair market value of assets and liabilities
         as supplemental disclosures to the financial statements filed with the
         regulatory agencies; (vii) provisions that require regulators to
         consider adopting capital requirements that account for interest rate
         risk; and (viii) provisions that require the regulatory agencies to
         adopt regulations that facilitate cross-industry transactions, and
         provide for the acquisition of banks by thrift institutions. 

         DEPOSIT INSURANCE PREMIUMS.  Pursuant to the requirements of FDICIA,
         the FDIC adopted regulations that assessed deposit insurance premiums
         based upon a bank's capital level and supervisory evaluation.  Banks
         were placed into one of three categories (well capitalized, adequately
         capitalized and less than adequately capitalized) with each category
         divided into three subgroups (healthy, supervisory concern, and
         substantial supervisory concern) based upon supervisory evaluations. 
         The risk-related premiums system contained gradations between
         insurance groups.

         A well-capitalized bank is one that has at least a 10% total risk-
         based capital ratio, a 6% Tier-1 risk-based capital ratio and a 5%
         Tier-1 leverage capital ratio.  An adequately capitalized bank will
         have at least an 8% total risk-based capital ratio, a 4% Tier-1 
         risk-based capital ratio and a 4% Tier-1 leverage capital ratio. An
         undercapitalized bank will be one that does not meet either of the
         above definitions.  These capital definitions are identical to those
         adopted by the FDIC for use in a 

<PAGE>

                                                                        Page 11

         separate "prompt corrective action" regulation, except the premium
         rule excludes references in the other regulation to supervisory
         evaluations and directives.

         Currently, TODAY'S BANK-East and TODAY'S BANK-West pay a minimum
         required assessment of $2,000 per bank.

         SUPERVISORY REFORMS.  FDICIA contains several significant bank
         supervisory reforms including the establishment of a new regulatory
         system of "prompt corrective action" which links supervisory actions
         to bank capital levels.  These categories include:  well-capitalized,
         adequately capitalized, undercapitalized, significantly
         undercapitalized, and critically undercapitalized.  Bank regulators
         will apply increasingly stringent regulatory sanctions and
         restrictions to institutions if they fall into the latter three
         categories.  These sanctions range, in order of severity, from being
         required to file and operate under a capital plan that is approved by
         the regulators, to restrictions on asset growth and interest rates
         paid, to the appointment of a receiver or a conservator for the
         institution.  The FDIC has adopted regulations, effective December 19,
         1992, that set forth capital definitions for purposes of taking
         "prompt corrective action."  These capital definitions are as follows:

<TABLE>
<CAPTION>

                                           Risk-Based Capital Ratio
                                           ------------------------

                                      Total       Tier I    Leverage Ratio(1)
                                      -------------------------------------

<S>                                   <C>         <C>       <C>
         Well Capitalized               10%           6%               5%

         Adequately
          Capitalized                    8%           4%                4%(2)

         Undercapitalized            below 8%      below 4%        below 4%(2)

         Significantly
         Undercapitalized            below 6%      below 3%        below 3%

         Critically
         Undercapitalized                                          2% or less(3)


</TABLE>

         ----------------------
         (1) Tier I capital to total assets

         (2) 4% reduced to 3% for MACRO and CAMEL 1 rated institutions

         (3) Ratio of tangible capital to total assets

         As of December 31, 1995, each of the Banks is considered to be a "well
         capitalized" institution under these guidelines.



<PAGE>

                                                                        Page 12

         ANNUAL AUDIT AND REPORTING REQUIREMENTS.  FDICIA also requires annual
         on-site examinations by federal bank regulators for all depository
         institutions, with certain exceptions for those well-capitalized and
         managed institutions with assets less than $500 million, and imposes
         certain audit and accounting requirements on financial institutions.
         These requirements include annual independent audits, an independent
         accountant's attestation of management's report on the bank's internal
         control structure, and independent audit committees of outside
         auditors.  These provisions are currently not applicable for the
         Company since none of the Banks have assets greater than $500 million.

         DEPOSIT INSURANCE.  Deposit insurance changes promulgated by FDICIA
         will, among other things, impose new limits on brokered deposits based
         upon bank capital levels and on uninsured deposits that had previously
         received de facto protection under the "too big to fail".

         FDICIA would generally prohibit any institution that is not "well
         capitalized" from accepting brokered deposits.  An institution is
         "well capitalized" if it has capital significantly in excess of
         regulatory minimums.  An institution that is "adequately capitalized,"
         that is, that meets all applicable minimum capital requirements, could
         accept brokered deposits but only after obtaining a waiver from the
         FDIC.  Any institution that is "under capitalized," which is defined
         to include any institution that fails to meet any applicable minimum
         capital requirements, is prohibited from accepting brokered deposits.

         The FDIC may terminate the deposit insurance of any insured depository
         institution if the FDIC determines, after a hearing, that the
         institution has engaged or is engaging in unsafe or unsound condition
         to continue operations or has violated any applicable law, regulation,
         order, or any condition imposed in writing by, or written agreement
         with, the FDIC.  The FDIC may also suspend deposit insurance
         temporarily during the hearing process for a permanent termination of
         insurance if the institution has no tangible capital.  Management of
         the Company is not aware of any activity or condition that could
         result in termination of the deposit insurance of any of the Banks.

         SUPERVISION AND REGULATION OF MORTGAGE BANKING OPERATIONS

         The Company's mortgage banking business is subject to the rules and
         regulations of HUD, FHA, VA, FMHA and FNMA with respect to
         originating, processing, selling and servicing mortgage loans.  Those
         rules and regulations, among other things, prohibit discrimination and
         establish underwriting guidelines which include provisions for
         inspections and appraisals, require credit reports on prospective
         borrowers, and fix maximum loan amounts.  Moreover, lenders such as
         the Company are required annually to submit to FNMA, FHA and VA
         audited financial statements, and each regulatory entity has its own
         financial requirements.  The Company's affairs are also subject to
         examination by the FRB, FNMA, FHA and VA at all times to assure
         compliance with the applicable regulations, policies and procedures.
         Mortgage origination activities are subject to, among others, the
         Equal Credit Opportunity Act, Federal Truth-in-Lending Act, Fair
         Credit Reporting Act and the Real Estate Settlement

<PAGE>

                                                                        Page 13

         Procedures Act and the regulations promulgated thereunder which
         prohibit discrimination and require the disclosure of certain basic
         information to mortgagors concerning credit terms and settlement
         costs.  Additionally, there are various state and local laws and
         regulations affecting the Company's operations as well as requirements
         promulgated by various private investors such as life insurance
         companies and others to whom loans have been sold.

         FEDERAL MONETARY POLICY

         The businesses of the Banks are affected in important respects by the
         policies of monetary authorities, and particularly the Federal Reserve
         Board.  The Federal Reserve Board attempts to regulate the national
         supply of bank credit in order to achieve, among other things, maximum
         employment and a stable price level.  Among the instruments of
         monetary policy used by the Federal Reserve Board to implement these
         objectives are open market transactions in United States 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 they may also affect
         interest rates charged on loans or paid for deposits.

         The monetary policies of the Federal Reserve Board 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.  In view of
         changing conditions in the national economy, the money markets and the
         relationships of international currencies, as well as the effect of
         actions by monetary and fiscal authorities, including the Federal
         Reserve Board, no prediction can be made as to possible future changes
         in interest rates, deposit levels, loan demand, capital requirements,
         or the business and earnings of the Bank.


<PAGE>

                                                                        Page 14


              STATISTICAL DATA

         The statistical data required by Industry Guide 3 under the Securities
         Exchange Act of 1934 is set forth on pages 15 through 26.  This data
         should be read in conjunction with the financial statements and
         related notes and the discussion included in Management's Discussion
         and Analysis of Financial Condition and Results of Operations as set
         forth in the registrant's 1995 Annual Report to Shareholders and on
         pages 29 through 34 of the Annual Report, which is incorporated herein
         by reference.

<PAGE>

                                                                        Page 15

                                TODAY'S BANCORP, INC.
             DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY
                       INTEREST RATES AND INTEREST DIFFERENTIAL
 (Dollars in thousands, interest and average rates on taxable equivalent basis) 
<TABLE>
<CAPTION>

For the year ended December 31,                     1995                         1994                             1993
                                          ---------------------------  ----------------------------  ----------------------------
                                          Average             Average  Average              Average  Average              Average
                                          Balance   Interest   Rate    Balance   Interest     Rate   Balance    Interest    Rate
                                          -------   --------  -------  -------   --------    ------  -------    --------  -------
<S>                                      <C>        <C>         <C>    <C>       <C>         <C>     <C>       <C>          <C>
Earning assets:
  Loans (1) (2)                           $346,525  $31,750     9.16%  $283,630   $24,416     8.61%  $226,940   $19,066     8.40%
  Federal funds sold and
    interest bearing deposits                9,790      592     6.05%     8,640       402     4.65%     6,968       206     2.96%
  Mortgage loans originated for sale         2,247      185     8.23%     9,266       780     8.42%    22,212     1,368     6.16%
  Taxable investments                       91,454    5,651     6.18%    82,339     4,452     5.41%    87,344     4,950     5.67%
  Tax exempt investments (3)                17,304    1,518     8.77%    18,598     1,639     8.81%    21,066     1,877     8.91%
                                           -------   ------             -------    ------             -------    ------
    Total earning assets                   467,320   39,696     8.49%   402,473    31,689     7.87%   364,530    27,467     7.53%
                                           -------   ------             -------    ------             -------    ------

Interest bearing liabilities:
  Interest bearing demand and
    savings deposits                       141,000    3,859     2.74%   133,754     3,142     2.35%   122,405     2,874     2.35%
  Other time deposits                      246,714   14,277     5.79%   199,941    10,047     5.02%   168,670     8,795     5.21%
  Federal funds purchased, securities
    sold under agreements to repurchase
    and other short-term borrowings         11,333      578     5.10%    10,433       416     3.99%    18,637       569     3.05%
  Term borrowings, principally advances
    from Federal Home Loan Bank             15,412    1,061     6.88%     9,643       571     5.92%     4,320       280     6.48%
                                           -------   ------             -------    ------             -------    ------
    Total interest bearing liabilities     414,459   19,775     4.77%   353,771    14,176     4.01%   314,032    12,518     3.99%
                                           -------   ------             -------    ------             -------    ------
Net interest income and net interest
   margin (4)                                       $19,921     4.26%             $17,513     4.35%             $14,949     4.10%
                                                    -------                       -------                       -------
                                                    -------                       -------                       -------
  Noninterest bearing deposits              42,619                       41,343                        36,788
  Other liabilities                          3,717                        3,511                         3,429
  Capital                                   43,768                       39,849                        37,047
                                           -------                      -------                        ------
    Total noninterest bearing
      liabilities and equity                90,104                       84,703                        77,264
                                           -------                      -------                        ------
  Cash and due from banks                   15,195                       13,390                        11,814
  Other assets, net of allowance for
    possible loan losses                    22,048                       22,611                        14,952
                                           -------                      -------                        ------
    Total noninterest bearing assets        37,243                       36,001                        26,766
                                           -------                      -------                        ------
    Net noninterest sources                 52,861                       48,702                        50,498
                                           -------                      -------                        ------
    Total resources                       $504,563                     $438,474                      $391,296
                                          --------                     --------                      --------
                                          --------                     --------                      --------

</TABLE>

(1) Net of unearned discount; average loan balances include loans on nonaccrual
    status.
(2) Loan fees, which are immaterial in amount, are included in loan interest
    income.
(3) Tax exempt interest shown is the fully taxable equivalent assuming a 34%
    rate.
(4) Net interest margin is net interest income divided by average amounts of
    total earning assets.
<PAGE>



                                                                        Page 16 

                                TODAY'S BANCORP, INC.
                     CHANGES IN INTEREST EARNED AND INTEREST PAID

The following table describes changes in net interest income attributable to
changes in the average volume of interest bearing assets and liabilities
compared to changes in interest rates.  Rate/volume variances are allocated
entirely to change due to volume.


<TABLE>
<CAPTION>

For the year ended December 31,               1995                                          1994
                                  -----------------------------                -----------------------------
   (Dollars in thousands)         Due to Increase (Decrease) In                Due to Increase (Decrease) In
                                  -----------------------------                -----------------------------                     
                                                    Change in                                      Change in
                                  Volume    Rate     Interest                  Volume     Rate     Interest
                                  ------    ----      -------                  ------     ----     ---------

<S>                              <C>       <C>       <C>                      <C>        <C>      <C>   
Loans (1)                        $4,819    $2,515    $7,334                   $4,881      $469    $5,350

Federal funds sold
    and interest bearing
    deposits                         83       107       190                       78       118       196

Mortgage loans originated
    for sale                      (587)       (8)     (595)                  (1,090)       502     (588)

Taxable investments               1,075       124     1,199                    (271)     (227)     (498)

Tax exempt invest-
    ments (2)                     (116)       (5)     (121)                    (222)      (16)     (238)
                                  -----       ---     -----                    -----      ----     -----

Change in total
    interest income              $5,274    $2,733    $8,007                   $3,376      $846    $4,222
                                 --------------------------                   -----------------------------
                                 --------------------------                   -----------------------------

Interest bearing
    deposits                     $3,424    $1,523    $4,947                   $1,683    ($163)    $1,520

Federal funds purchased,
    securities sold under
    agreements to repurchase
    and other short-term 
    borrowings                       19       143       162                    (327)       174     (153)

Other borrowings                    408        82       490                      315      (24)       291
                                    ---        --       ---                      ---      ----       ---

Change in total
    interest expense             $3,851    $1,748    $5,599                   $1,671     ($13)    $1,658
                                 --------------------------                   -----------------------------
                                 --------------------------                   -----------------------------

</TABLE>


(1) Loan fees, which are immaterial in amount, are included in loan interest
    income.

(2) Tax exempt interest shown is the fully taxable equivalent assuming a 34%
    income tax rate.

<PAGE>


                                                                        Page 17 
                                TODAY'S BANCORP, INC.

                                INVESTMENT PORTFOLIO 


The following table sets forth certain information with respect to the book
value of the investment portfolio.  Securities available for sale and trading
account securities are recorded at estimated fair value at December 31 and
securities held to maturity are recorded at amortized cost.  Amortized cost is
the original cost adjusted for the amortization of premiums and accretion of
discounts on the constant yield basis.  The classifications shown below are in
accordance with Statement of Financial Accounting Standard No. 115, "Accounting
for Certain Investments in Debt and Equity Securities", which the Company
adopted on December 31, 1993.                    

<TABLE>
<CAPTION>
                                                  December 31,
                                         ---------------------------
                                           1995     1994      1993
                                          --------  --------  -------     
<S>                                       <C>       <C>       <C>
Trading account securities                    $0    $6,350        $0
                                         -------   -------   -------

Securities available for sale:
    U.S. Government obligations           54,791    52,111    44,982
    Obligations of states and political 
     subdivisions                          2,197         0         0
    Mortgage-backed securities            12,144     4,464     6,450
    Corporate and other securities         7,801     6,723    13,566
                                        --------   -------   -------
        Subtotal                          76,933    63,298    64,998
                                        --------   -------   -------

Securities held to maturity:
    U.S. Government obligations                0     1,494         0
    Obligations of states and political
     subdivisions                         16,146    17,641    19,666
    Mortgage-backed securities            13,510    12,798    14,677
    Corporate and other securities         4,381     4,310     3,401
                                        --------   -------   -------
        Subtotal                          34,037    36,243    37,744
                                        --------   -------   -------


            TOTAL                       $110,970  $105,891  $102,742
                                        --------  --------  --------
                                        --------  --------  --------

</TABLE>
<PAGE>

                                                                       Page 18 

                                TODAY'S BANCORP, INC.

                                INVESTMENT MATURITIES


The following table shows the maturities of investment securities, at amortized
cost, at December 31, 1995, and the weighted average yields (for tax-exempt
obligations on a fully taxable basis assuming a 34% tax rate) of such
securities:


<TABLE>
<CAPTION>

                                                                       MATURING
                                    -----------------------------------------------------------------------------
                                                        After One But        After Five But
                                    Within One Year     Within Five Years    Within Ten Years     After Ten Years
                                    ------     ------   ------      -----      ------    -----    ------  -----
                                    Amount      Yield   Amount      Yield      Amount    Yield    Amount  Yield
                                    ------     ------   ------      -----      ------    -----    ------  -----
<S>                                <C>         <C>     <C>         <C>         <C>       <C>     <C>       <C>
Securities available for sale:
    U.S. Government obligations    $19,801     5.18%   $34,187     6.56%        $0                   $0
    Obligations of states and
        political subdivisions           0               2,148     7.42%         0                    0
    Mortgage-backed securities       2,187     5.44%     2,878     5.67%         0                7,055    6.07%
    Corporate and other securities   2,735     6.07%     4,950     7.09%         0                    0
                                    ------              ------              ------                -----
        Subtotal                    24,723              44,163                   0                7,055
                                    ------              ------              ------                -----

Securities held to maturity:
    U.S. Government obligations          0                   0                   0                    0
    Obligations of states and
        political subdivisions       2,408     9.46%     5,728     7.87%     6,249     8.02%      1,761     9.15%
    Mortgage-backed securities          95     7.88%       322     8.22%     1,467     6.05%     11,626     6.36%
    Corporate and other securities   4,381     5.98%         0                   0                    0
                                    ------              ------               -----               ------

        Subtotal                     6,884               6,050               7,716               13,387          
                                    ------              ------              ------               ------


            TOTAL                  $31,607             $50,213              $7,716              $20,442          
                                   -------             -------             -------              -------
                                   -------             -------             -------              -------

</TABLE>


The maturity shown above for mortgage-backed securities was determined by the
stated maturity on the investment.

At December 31, 1995, the Corporation held no securities of any one issuer with
a book value exceeding 10% of capital.

The Company made a one-time transfer of securities from the held to maturity
classification to the available for sale classification.  See Footnote Three 
of the annual report for full disclosure.

<PAGE>

                                                                         Page 19


                                TODAY'S BANCORP, INC.
                           LOAN PORTFOLIO - TYPES OF LOANS

The schedule below sets forth the amount of loans categorized by type for each
of the last five years ended December 31.

<TABLE>
<CAPTION>

(Dollars in thousands)


                                        Percent             Percent             Percent             Percent             Percent
         Type of Loan          1995    of Total    1994    of Total    1993    of Total    1992    of Total    1991    of Total
         ------------          ----    --------    ----    --------    ----    --------    ----    --------    ----    --------
<S>                          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Portfolio loans:
  Commercial, financial,
    and agricultural         $221,068       61%  $187,172       56%  $148,714       58%  $112,910       52%  $101,116       50%
  Real estate - mortgage       79,795       22%    72,305       22%    51,959       20%    53,247       25%    54,454       27%
  Installment (1)              61,555       17%    71,305       22%    56,694       22%    50,535       23%    45,582       23%
                             --------       ---  --------       ---  --------       ---  --------       ---  --------       ---
     Total                   $362,418      100%  $330,782      100%  $257,367      100%  $216,692      100%  $201,152      100%
                             ---------------------------------------------------------------------------------------------------
                             ---------------------------------------------------------------------------------------------------
  Agricultural loans in-
     cluded in the above
     amount                   $43,544       12%   $28,753        9%   $33,118       13%   $25,940       12%   $21,880       11%
                             ---------------------------------------------------------------------------------------------------
                             ---------------------------------------------------------------------------------------------------
Mortgage loans held
  for sale                     $1,116      100%    $1,288      100%   $24,342      100%    $3,939      100%    $5,082        0%
                             ---------------------------------------------------------------------------------------------------
                             ---------------------------------------------------------------------------------------------------

</TABLE>

(1) Installment loans are shown net of unearned discount which was $154, $375,
    $748, $1,259, and $1,966 at December 31, 1995, 1994, 1993, 1992, and 1991
    respectively.

<PAGE>
                                                                        Page 20

                                TODAY'S BANCORP, INC.

                                   LOAN PORTFOLIO

             LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES


The following schedule as of December 31, 1995, shows loan maturities and the
amounts of those loans having fixed interest rates and those having adjustable
or floating rates.

(Dollars in thousands)

<TABLE>
<CAPTION>

 
                                                                                         Total For
                                                                                      Loans Due After
                                                                                     One Year Having:
                                            Due in                               ----------------------
                             Due Within     One to     Due After                     Fixed     Floating
    Type of Loan              One Year   Five years   Five Years     Total           Rates      Rates
---------------------------- ----------  ----------   ----------     -----       ----------------------
<S>                          <C>         <C>          <C>          <C>             <C>         <C>
Portfolio loans:
    Commercial, financial
      and agricultural          $82,713     $85,135     $53,220    $221,068         $73,218     $65,137
    Real estate - mortgagae       6,143      20,530      53,122      79,795          28,500      45,152
    Installment, net of
      unearned discount           5,654      53,076       2,825      61,555          52,190       3,711
                                -------    --------    --------    --------        --------    --------
Total                           $94,510    $158,741    $109,167    $362,418        $153,908    $114,000
                                -------    --------    --------    --------        --------    --------
                                -------    --------    --------    --------        --------    --------
Mortgage loans held
    for resale                   $1,116       -           -          $1,116           -           -
                                -------    --------    --------    --------        --------    --------
                                -------    --------    --------    --------        --------    --------

</TABLE>

<PAGE>


                                                                    Page 21


                                TODAY'S BANCORP, INC.
                            LOAN PORTFOLIO - RISK ELEMENTS


The following table provides information on trends in the Company's
nonperforming loans
since 1991:

(Dollars in thousands)



<TABLE>
<CAPTION>

                                               at December 31
                        ------------------------------------------------------
                          1995        1994        1993        1992        1991
                          ----        ----        ----        ----        ----
<S>                     <C>         <C>         <C>         <C>         <C>
90 Days Past Due          $408        $222        $224        $401        $319

Renegotiated               363         359         736       1,000       1,193

Nonaccrual               1,063       1,839         821       1,069       1,324
                         -----       -----         ---       -----       -----

                        $1,834      $2,420      $1,781      $2,470      $2,836
                        ------------------------------------------------------
                        ------------------------------------------------------

</TABLE>

Interest income on nonaccruing loans for the year ended December 31, 1995 would
have been approximately $ 79 if such loans had been current in accordance with
their original terms and outstanding throughout the year or since origination.
Interest recognized on these loans for the year ended December 31, 1995 totaled
approximately $ 35.

The Company discontinues the accrual of interest income on any loan when, in the
opinion of management, there is reasonable doubt as to the timely collectability
of interest or principal.  Nonaccrual loans are returned to an accrual status
when, in the opinion of management, the financial position of the borrower
indicates that there is no longer any reasonable doubt as to the timely payment
of principal and interest.

Loans, now current, where there are serious doubts as to the ability of the
borrower to comply with the present loan repayment terms are immaterial.

Included in the past due, renegotiated and nonaccrual loans are $495 of
agricultural loans as of December 31, 1995.

During 1995, the Company adopted FAS No. 114 and No. 118.  See footnote Four of
the Annual Report for full disclosure.


<PAGE>

                                                                       Page 22

                                TODAY'S BANCORP, INC.
                    ANALYSIS OF ALLOWANCE FOR POSSIBLE LOAN LOSSES

In establishing the allowance for possible loan losses, management relies on its
review of the loan portfolio to assess the risk characteristics and ascertain
whether there are probable losses which must be provided for.  Specific
considerations in determining the adequacy of the allowance for possible loan
losses are as follows:

(1) Analytical reviews of loan loss experience in relation to outstanding loans
    and the existing level of the allowance for possible loan losses.

(2) A continuing review of problem, nonperforming or other loans by senior
    management.

(3) A rating of loans requiring continuing review in order to estimate future
    loss exposure.

(4) Regular examinations and appraisals of the loan portfolio conducted by the
    internal audit and loan review staff, state and federal supervisory
    authorities and independent accountants.

(5) Management's judgment with respect to current and expected economic
    conditions and their impact on the existing portfolio.

<PAGE>

                                                                        Page 23
                                TODAY'S BANCORP, INC.
                           SUMMARY OF LOAN LOSS EXPERIENCE


The following table sets forth loans charged off and recovered by the type of
loan and an analysis of the allowance for possible loan losses for each of the
past five years.  Management believes that the allowance for possible loan
losses is adequate to absorb future losses in the portfolio.

<TABLE>
<CAPTION>
 
(Dollars in thousands)
                                             1995      1994      1993      1992      1991
                                             ----      ----      ----      ----      ----
<S>                                         <C>       <C>       <C>       <C>       <C>
Amount of allowance for possible
    loan losses at beginning of period      $3,144    $2,737    $2,515    $2,547    $2,449

Additions (subtractions) arising
    from purchase (sale) transactions            0       375         0       (74)        0

Amount of loans charged off during
    period:
       Commercial, financial & agricultural    392       104       108       173       262
       Installment                             695       519       297       334       304
       Real estate - mortgage                   29        42        15        40        38
                                             ------    ------    ------    ------    ------
                           Total losses      1,116       665       420       547       604
                                             ------    ------    ------    ------    ------
Amount of recoveries of loans
    during period:
       Commercial, financial & agricultural     42        81       182        64       101
       Installment                             217       114       100        58        91
       Real estate - mortgage                   42         -         -         5         -
                                             ------    ------    ------    ------    ------

                           Total recoveries    301       195       282       127       192
                                             ------    ------    ------    ------    ------

Net loans charged off during period            815       470       138       420       412

Additions to allowance for possible loan
    losses charged to operating expenses
    during period                              960       502       360       462       510

Amount of allowance for possible
    loan losses at end of period            $3,289    $3,144    $2,737    $2,515    $2,547
                                          ------------------------------------------------
                                          ------------------------------------------------

Average amount of loans outstanding       $346,525  $283,630  $226,940  $204,203  $199,840
                                          ------------------------------------------------
                                          ------------------------------------------------

Ratio of net loans charged off to
    average loans                            0.24%     0.17%     0.06%     0.21%     0.21%
                                             ------    ------    ------    ------    ------
                                             ------    ------    ------    ------    ------


</TABLE>

<PAGE>

                                                                        Page 24

                                TODAY'S BANCORP, INC.
                     ALLOCATION FOR THE ALLOWANCE FOR LOAN LOSSES

The following table sets forth the allocation of the allowance for possible loan
losses by category as of December 31:

<TABLE>
<CAPTION>

(Dollars in thousands)                                          Percent of
                                                    Allowance    Loans to
1995                                                Amount      Total Loans
----                                                ------      -----------
<S>                                                <C>          <C>
Commercial, financial  and
   agricultural loans                                $2,102        61 %
Real estate - mortgage loans                            288        22
Installment loans                                       899        17
                                                   ---------       --
   Total                                             $3,289       100 %
                                                   ---------    -----
                                                   ---------    -----

1994
----
Commercial, financial  and
   agricultural loans                                $2,377        56 %
Real estate - mortgage loans                            252        22
Installment loans                                       515        22
                                                   ---------       --
   Total                                             $3,144       100 %
                                                   ---------    -----
                                                   ---------    -----

1993
----
Commercial, financial  and
   agricultural loans                                $1,991        58 %
Real estate - mortgage loans                            200        20
Installment loans                                       546        22
                                                   ---------       --
   Total                                             $2,737       100 %
                                                   ---------    -----
                                                   ---------    -----

1992
----
Commercial, financial  and
   agricultural loans                                $1,940        52 %
Real estate - mortgage loans                            170        25
Installment loans                                       405        23
                                                   ---------       --
   Total                                             $2,515       100 %
                                                   ---------    -----
                                                   ---------    -----

1991
----
Commercial, financial  and
   agricultural loans                                $1,815        50 %
Real estate - mortgage loans                            269        27
Installment loans                                       463        23
                                                   ---------       --
   Total                                             $2,547       100 %

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

</TABLE>

<PAGE>

                                                                         Page 25


TODAY'S BANCORP, INC.
DEPOSITS

The following table sets forth the average deposits for the last three years.
All deposits are in domestic bank offices; there are no foreign deposits.

<TABLE>
<CAPTION>
(Dollars in thousands)
                                          1995                          1994                          1993
                              -----------------------------  ----------------------------  -----------------------------
                              Deposits    Expense    Rate    Deposits   Expense    Rate    Deposits   Expense     Rate
                              ---------   -------    ----    ---------  -------    ----    ---------  -------     ----
<S>                           <C>         <C>        <C>     <C>        <C>        <C>     <C>        <C>         <C>
Interest bearing
  demand deposits                48,467       975    2.01%      48,825      965    1.98%      47,676    1,053     2.21%
Savings deposits                 91,876     2,884    3.14%      84,929    2,177    2.56%      74,729    1,821     2.44%
Time deposits                   255,657    14,277    5.58%     199,941   10,047    5.02%     168,670    8,795     5.21%

Total interest
  bearing deposits              396,000    18,136    4.58%     333,695   13,189    3.95%     291,075   11,669     4.01%
                                           ----------------              ----------------              -----------------
                                           ----------------              ----------------              -----------------

Noninterest bearing
  demand deposits                49,821                         41,343                        36,788
                                 ------                         ------                        ------

Total deposits                 $445,821                       $375,038                      $327,863
                              ----------                     ----------                    ----------
                              ----------                     ----------                    ----------

</TABLE>
 

Maturities of time deposits and certificates of deposit of $100,000 or more as
of December 31, 1995 are:
<TABLE>
<CAPTION>
                <S>                                          <C>
                (Dollars in thousands)

                Maturing in 3 months or less                   $17,992
                Maturing in over 3 to 6 months                   5,698
                Maturing in over 6 to 12 months                  8,626
                Maturing in over 12 months                      17,877
                                                                ------
                       Total                                   $50,193
                                                             ---------
                                                             ---------

</TABLE>


                             RETURN ON EQUITY AND ASSETS

<TABLE>
<CAPTION>
                                                                 1995     1994      1993
                                                                 ----     ----      ----
                <S>                                             <C>      <C>       <C>
                Return on assets (1)                             0.97%    0.84%     1.11%
                Return on equity (2)                            11.15%    9.23%    11.74%
                Dividend payout ratio (3)                       30.03%   36.50%    26.67%
                Equity to assets ratio (4)                       8.67%    9.09%     9.47%

                (1)  Net income divided by average total assets.
                (2)  Net income divided by average equity.
                (3)  Dividends declared per common share divided by net income per share.
                (4)  Average equity divided by average total assets.

</TABLE>
<PAGE>
                                                     Page 26 
                 TODAY'S BANCORP, INC.
                SHORT-TERM BORROWINGS


<TABLE>
<CAPTION>


                                 1995     1994
                                 ----     ----
<S>                             <C>       <C>
Balance at December 31          $6,425    $1,150

Average Balance                  4,698       739

Maximum amount outstanding
  at any month end               6,425     1,150

Average interest rate:
  During the year                5.70%     3.98%

  At December 31                 5.69%     4.97%


All of the short-term advances are from Federal Home Loan Bank and mature within
12 months.

</TABLE>
<PAGE>

                                                                         Page 27

Item 2.  PROPERTIES

         The Company owns all of the following properties:

         TODAY'S BANCORP and its subsidiary, TODAY'S BANK-East, occupy
         approximately 65% of the floor space of 66,000 square feet, with the
         balance leased to outside tenants. Adjacent to this building is a two-
         level parking deck with parking for approximately 200 cars. Other
         TODAY'S BANK-East facilities owned include an additional Freeport 
         location, a Rock City location, a Pecatonica location, a Winnebago 
         location and two Rockford locations.

         The additional facility in Freeport is located at 1705 South West
         Street.  This facility is comprised of approximately 1,600 square feet
         and contains four drive-up teller installations. 

         The Rock City facility is located at 123 Main Street, Rock City,
         Illinois and is comprised of approximately 7,900 square feet and
         contains two drive-up teller installations.  

         The Pecatonica location has occupied its office at 430 West Main
         Street since March 30, 1981.  The banking office consists of a modern
         structure of approximately 11,350 square feet.  The main floor
         provides space for six tellers, seven private offices, a conference
         room, a board room, a safe deposit vault and four drive-up lanes. 
         There is adequate parking located adjacent to the building.

         In 1992, the Company began operations at an additional facility
         located at 585 S. Winnebago Rd. in Winnebago which comprises
         approximately 2,100 square feet and contains one drive-up teller
         installation.

         One of the Rockford facilities is located at 850 North Church Street,
         Rockford, Illinois. The office building consists of a modern five-
         story structure encompassing approximately 22,000 square feet and
         contains three drive-up teller installations.  The Bank owns two large
         lots, which are adjacent to its offices, that are used for tenant and
         employee parking for up to 150 cars. The Bank utilizes the first two
         floors of the office building, while the remaining three floors are
         leased.

         In January 1994, the Company purchased an additional facility at 6833
         Stalter Drive, Rockford, Illinois.  The office building consists of a
         modern two-story structure encompassing approximately 22,000 square
         feet which was constructed in 1992.  The Company uses approximately
         12,700 square feet and the balance is leased to outside tenants. 
         There is adequate parking located adjacent to the building.

         TODAY'S BANK-West has two locations in Galena, Illinois, a facility in
         East Dubuque, Illinois and a facility in Scales Mound, Illinois. 
         TODAY'S BANK-West's main office is headquartered at 115 Perry Street
         in Galena.  The office building consists of a two-story structure
         encompassing 12,500 square feet, which was constructed in 1969 and
         contains three drive-up teller installations.  The Bank uses the main
         floor and a board room and conference room on the second floor.  The
         remainder of the second floor is leased.

<PAGE>

                                                                         Page 28

         The other Galena facility is located at 953 Gear Street and is a
         modern one-story facility that was constructed in 1976.  The building
         encompasses 2,000 square feet and has two drive-up teller
         installations.  The lower level includes a large board room.  The
         building is located in a newly developed retail area and has adequate
         parking available.

         The facility in East Dubuque is located at 350 Wall Street on the edge
         of downtown East Dubuque.  The one-story building encompasses 5,000
         square feet and is currently being remodeled to more effectively meet
         the Company's needs.  There are two drive-up teller installations
         attached to the building and the Company has its own parking lot next
         to the facility.

         The Scales Mound facility is located at 311 North Railroad and
         encompasses 1,200 square feet.  There are two drive-up facilities
         attached to the building.


ITEM 3.  LEGAL PROCEEDINGS

         There are no material legal proceedings against the registrant or its
         subsidiaries.

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

         None.

<PAGE>

                                                                         Page 29

PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
         MATTERS

         The information required for this item is incorporated by reference
         from the Company's 1995 Annual Report to Shareholders on page 28,
         attached hereto as Exhibit 13a.

ITEM 6.  SELECTED FINANCIAL DATA 

         The information required for this item is incorporated by reference
         from the Company's 1995 Annual Report to Shareholders on page 34,
         attached hereto as Exhibit 13a.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         The information required for this item is incorporated by reference
         from the Company's 1995 Annual Report to Shareholders on pages 29
         through 34, attached hereto as Exhibit 13a.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information for this item is incorporated by reference from the
         Company's 1995 Annual Report to Shareholders on pages 8 through 27,
         attached hereto as Exhibit 13a and page 83, attached hereto as Exhibit
         13b.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         The information for this item is incorporated by reference from the
         Company's proxy statement, page 17, attached hereto as Exhibit 99(a).


<PAGE>
                                                                         Page 30

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required for this item is incorporated by reference
         from the Company's proxy statement, pages 2 through 5, attached hereto
         as Exhibit 99(a).

ITEM 11. EXECUTIVE COMPENSATION

         The information required for this item is incorporated by reference
         from the Company's proxy statement, pages 6 and 7, attached hereto as
         Exhibit 99(a).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required for this item is incorporated by reference
         from the Company's proxy statement, pages 13 through 15, attached
         hereto as Exhibit 99(a).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required for this item is incorporated by reference
         from the Company's proxy statement, page 13, attached hereto as
         exhibit 99(a), and Note Four on page 18 of the Company's 1995 Annual
         Report to Shareholders, attached hereto as Exhibit 13a.

<PAGE>

                                                                         Page 31

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) INDEX TO FINANCIAL STATEMENTS

         The following consolidated financial statements and related notes and
         Report of Independent Accountants are incorporated by reference from
         the 1995 Annual Report to Shareholders, attached hereto as Exhibit 13a
         and 13b.
                                                           Annual Report
         Exhibit 13a                                         Page No.
         ------------                                      -------------
          
         Consolidated Balance Sheets as of 
              December 31, 1995 and 1994                          8
         Consolidated Statements of Income for the 
              years ended December 31, 1995, 1994, 
              and 1993                                            9
         Consolidated Statements of Cash Flows for the 
              years ended December 31, 1995, 1994, 
              and 1993                                           10
         Consolidated Statements of Changes in Capital 
              for the years ended December 31, 1995, 
              1994, and 1993                                     11
         Notes to Consolidated Financial Statements           12-26
         Independent Auditors' Report for 1995 and 1994          27

         Exhibit 13b
         -----------
         Independent Auditors' Report for 1993           Page 83

(a)(2) Schedules I and II thereon have been omitted since they are not     
       applicable.


(a)(3)   Index to Exhibits
         -----------------
         The following exhibits required by Item 601 of Regulation S-K are
         included along with this 10-K filing:

    Regulation S-K Item 601 No.
    ---------------------------

    (3)  a.   Certificate of Incorporation incorporated by reference to Exhibit
              (3)a. of registrant's Annual Report on Form 10-K for the year
              ended December 31, 1994 (File number 0-14511).
         b.   By-laws incorporated by reference to Exhibit (3)a. of
              registrant's Annual Report on Form 10-K for the year ended
              December 31, 1994 (File number 0-14511).
    (4)  a.   Rights Agreement between registrant and Bank of America
              Illinois(Rights Agent) incorporated by reference to Exhibit 1 of
              registrant's registration statement on Form 8-A (file number 0-
              14511) filed December 18, 1990.
         b.   Amendment No. 1 to Rights Agreement between registrant and Bank
              of America Illinois(Rights Agent) incorporated by reference to
              Exhibit 4 of registrant's registration statement on Form 8-K
              (file number 0-14511) filed April 9, 1994.

<PAGE>


                                                                         Page 32

    EXECUTIVE COMPENSATION PLANS

    (10) a.   Incentive Plan for Management incorporated by reference to
              Exhibit 10(b) of registrant's registration statement on Form S-2
              (No. 33-30213) filed July 28, 1989.
         b.   Nonqualified Stock Option Plan incorporated by reference to
              exhibit 10(c) of registrant's Annual Report on Form 10-K for the
              year ended December 31, 1988 (File number 0-14511).
         c.   Employment Agreements between registrant and Dan Heine and
              registrant and R. William Owen incorporated by reference to
              exhibit 10(d) of registrant's Annual Report on Form 10-K for the
              year ended December 31, 1988 (File number 0-14511).
         d.   Indemnity Agreements between registrant and the Company's
              directors and executive officers incorporated by reference to
              exhibit 10(e) of registrant's Annual Report on Form 10-K for the
              year ended December 31, 1992 (File number 0-14511).
         e.   Compensation Deferral Plan incorporated by reference to exhibit
              10(f) of registrant's Annual Report on Form 10-K for the year
              ended December 31, 1992 (File number 0-14511).
         f.   Severance Agreements between registrant and the Company's Senior
              Executive Officers filed herewith (see pages 34 through 39).
    (11)      Computation of net income per share. See attached page 40.
    (13) a.   Annual Report to Shareholders for the year ended December 31,
              1995.  Except to the extent specifically incorporated herein by
              said report, the annual report is furnished solely for the
              information of the Commission and is not to be deemed "filed" as
              part of this report.  See attached pages 41 through 82.
         b.   Independent Auditors' Report for 1993.  See attached page 83.
    (21)      Subsidiaries of the registrant.  See attached page 84.
    (23)      Consents of experts.  See attached pages 85 through 86.
    (99) a.   Other documents. (Proxy Statement)  See attached pages 87 through
              104.
         b.   Other documents. (Form 11K)  See attached pages 105 through 116.

(b) REPORTS ON FORM 8-K

    There were no Reports on Form 8-K filed the quarter ended December 31,
    1995.


    REGULATION S-K ITEM 601 NO.
    (Note:  Exhibits 2, 9, 12, 16, 18, 22, 24, 27, and 28 as requested by
    Regulation S-K, Item 601, have been omitted in this 10-K filing since the
    information requested is not required or not applicable.)

<PAGE>

                                                                         Page 33

                                      SIGNATURES

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

                                   TODAY'S BANCORP, INC.
                                   ---------------------
                                         (Registrant)

    DATE:  March 19, 1996         By /s/ Dan Heine
                                     -------------------
                                  Dan Heine
                                  President and
                                    Chief Executive Officer

                                  By /s/ R. William Owen
                                     -------------------
                                  R. William Owen
                                  Executive Vice President
                                    and Chief Financial Officer

    Pursuant to the requirements of the Securities Exchange 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.

    The following are all directors and all signed on March 19, 1996

    /s/ Allen E. Fehr         /s/ Thomas A. Ferguson, Jr.
    ----------------------    ---------------------------
    Allen E. Fehr             Thomas A. Ferguson, Jr.

    /s/ Frank E. Furst        /s/ Craig D. Hartman
    ----------------------    ---------------------------
    Frank E. Furst            Craig D. Hartman

    /s/ Dan Heine             /s/ Edward D. Higgins
    ----------------------    ---------------------------
    Dan Heine                 Edward D. Higgins

    /s/ Raymond E. Johnson    /s/ J. Michael Hillard
    ----------------------    ---------------------------
    Raymond E. Johnson        J. Michael Hillard

    /s/ R. William Owen       /s/ James C. Skyrms
    ----------------------    ---------------------------
    R. William Owen           James C. Skyrms

    /s/ Ruth M. Smith
    ----------------------
    Ruth M. Smith