FPB FINANCIAL CORP.
ANNUAL REPORT



CONTENTS



|                                                                                                | Page
|----------------------------------------------------------------------------------------------- | ----
|To Our Shareholders                                                                             | 1   
|Financial Highlights                                                                            | 2   
|Management's Discussion and Analysis of Financial
           Condition and Results of Operation | 4   
|Independent Auditor's Report                                                                    | 13  
|Consolidated Statements of Financial Condition                                                  | 15  
|Consolidated Statements of Income                                                               | 16  
|Consolidated Statements of Changes in Stockholder's Equity                                      | 18  
|Consolidated Statements of Cash Flows                                                           | 19  
|Notes to the Consolidated Financial Statements                                                  | 21  





---

FPB FINANCIAL CORP
Post Office Box 99 - Hammond, Louisiana 70404
Phone (504) 345-1880       Fax (504) 345-1586



To Our Shareholders**:**

With the completion of our first full year as a
public company, we are pleased to present this annual report to the shareholders
of FPB Financial Corp.

Our subsidiary, Florida Parishes Bank, which has
operated continuously for 78 years, experienced record earnings and continued
growth in 2000. Total assets increased by 15% over 1999 ending the year in
excess of $60 million. Similar increases were recorded in loans, deposits,
investments securities and shareholder equity.

Additionally, we incorporated FPB Insurance
& Investments, Inc. as a subsidiary of the Bank in the fourth quarter of
2000 and began offering mutual funds and tax deferred annuities in January of
this year. The market for these products as well as the financial services
sector should improve in 2001 if predicted interest rate and tax cuts
materialize. These factors, combined with our market area, which includes some
of the fastest growing communities in Louisiana, should assist our daily efforts
to increase earnings and shareholder value.

We look forward to the future with confidence
and optimism and appreciate the support and loyalty of our customers, employees,
and shareholders. As shareholders, please encourage your friends, neighbors, and
business associates to invest and bank with us. We all prosper from expanded
relationships.

We are pleased to present this report for your
review and invite you to attend the annual shareholders meeting on April 25,
2001.

Sincerely,/s/ Fritz W. Anderson, II
Fritz W. Anderson II
President & CEO




---





|                              | Year Ended December 31,                           
|----------------------------- | --------------------------------------------------
|                              | 2000                                              
|                              | (Dollars
      In Thousands Except Per Share Data)
|**Selected Financial**        |                                                   
|**Condition and Other Data:** |                                                   
|Total assets                  | $61,442                                           
|Cash and cash equivalents(1)  | 3,436                                             
|Securities available for sale | 8,579                                             
|Securites held to maturity    | 1,766                                             
|Loans receivable, net         | 46,595                                            
|Deposits                      | 46,047                                            
|FHLB advances                 | 8,200                                             
|Total stockholders' equity    | 6,779                                             
|Full service offices          | 1                                                 
|Earnings Per Share            | 1.17                                              
|Book Value Per Share          | 20.63                                             
|Dividends Paid Per Share      | .225                                              



|                                          | Year Ended December 31,     
|----------------------------------------- | ----------------------------
|                                          | 2000                        
|                                          | (Dollars
      In Thousands)
|**Selected Operating Data:**              |                             
|Total interest income                     | $4,181                      
|Total interest expense                    | $2,625                      
|Net interest income                       | 1,556                       
|Provision for loan losses                 | --                          
|Net interest income after
      provision |                             
|for losses                                | 1,556                       
|Noninterest income                        | 116                         
|Noninterest expenses                      | 1,137                       
|Income before income taxes                | 535                         
|Income tax expense                        | 184                         
|Net income                                | $   351                     
|                                          |                             

*(Footnotes on next page)*

2

---



**CONSOLIDATED
FINANCIAL RATIOS**

| | Year Ended December 31,
| | -----------------------
| | 2000                   
| |                        

|Return on average assets (net
      income                                |        |        |        |       
|------------------------------------------------------------------------- | ------ | ------ | ------ | ------
|divided by average total
      assets)......................              | .61%   | .74%   | .64%   | .70%  
|                                                                          |        |        |        |       
|Return on average equity (net
      income                                |        |        |        |       
|divided by average
      equity).............................             | 5.25   | 6.73   | 6.77   | 6.62  
|                                                                          |        |        |        |       
|Average equity to average
      assets.......................             | 11.67  | 10.97  | 9.51   | 10.52 
|                                                                          |        |        |        |       
|Equity to assets at end of
      period........................           | 11.03  | 12.60  | 8.70   | 10.04 
|                                                                          |        |        |        |       
|Interest rate spread (average
      yield on assets                       |        |        |        |       
|minus average rate on
      liabilities)....................              | 2.09   | 2.36   | 2.43   | 2.30  
|                                                                          |        |        |        |       
|Net interest margin (net interest
      income                            |        |        |        |       
|divided by average
      interest-earning assets)....                     | 2.79   | 2.94   | 2.94   | 2.84  
|                                                                          |        |        |        |       
|Ratio of average interest-earning
      assets                            |        |        |        |       
|to average interest-bearing
      liabilities..............               | 114.70 | 113.97 | 111.03 | 111.38
|                                                                          |        |        |        |       
|Ratio of noninterest expense to
      average                             |        |        |        |       
|total
      assets....................................................... | 1.98   | 1.91   | 1.81   | 1.70  
|                                                                          |        |        |        |       
|Efficiency ratio (noninterest
      expense                               |        |        |        |       
|divided by total of net interest
      income                             |        |        |        |       
|and noninterest
      income)..................................           | 67.97  | 62.84  | 60.11  | 60.44 
|                                                                          |        |        |        |       
|Allowance for loan losses to
      total                                  |        |        |        |       
|non-accruing
      loans..........................................        | 109.00 | 97.70  | 84.23  | 50.61 
|                                                                          |        |        |        |       
|Net interest income after
      provision                                 |        |        |        |       
|for loan losses to total                                                  |        |        |        |       
|noninterest
      expenses........................................        | 136.94 | 152.98 | 151.12 | 163.48
|                                                                          |        |        |        |       
|Nonperforming assets to total
      assets at                             |        |        |        |       
|end of
      period....................................................   | .25    | .34    | .49    | .53   
|                                                                          |        |        |        |       
|Nonperforming loans to total
      loans at                               |        |        |        |       
|end of
      period....................................................   | .33    | .43    | .59    | .75   



(1) Includes cash and due from banks
as well as interest-earning deposits in other institutions.

(2) With the exception of end of
period ratios, all ratios are based on average monthly balances.

3

---



**The Company**

FPB Financial
Corp. (the "Company") is a Louisiana bank holding company located in
Hammond, Louisiana. The Company's primary business is conducted through its
wholly-owned subsidiary, Florida Parishes Bank (the "Bank").

**General**

Our profitability
depends primarily on our net interest income, which is the difference between
interest and dividend income on interest-earning assets, principally loans,
mortgage-backed securities and interest-earning deposits in other institutions,
and interest expense on interest-bearing deposits and borrowings from the
Federal Home Loan Bank ("FHLB") of Dallas. Net interest income is
dependent upon the level of interest rates and the extent to which such rates
are changing. Our profitability also depends, to a lesser extent, on our
noninterest income, provision for loan losses, noninterest expense and income
taxes. Net interest income after provision for loan losses exceeded total
noninterest expense by $419,000 in 2000 and $476,000 in 1999. Total noninterest
expense consists of general, administrative and other expenses, such as
compensation and benefits, occupancy and equipment expenses, data processing,
professional fees, advertising, deposit insurance premiums, and miscellaneous
other expenses. We had net income of $351,000 in 2000 and $349,000 in 1999.

Our operations and
profitability are subject to changes in interest rates, applicable statutes and
regulations and general economic conditions, as well as other factors beyond our
control.

References in this
document to the Company include the Bank, unless the context otherwise requires.
References to "we," "our," "us" and similar
expressions include the Company and the Bank.

**Our Forward-Looking Statements Are Subject to Change**

We make certain
statements in this document as to what we expect may happen in the future. These
statements usually contain the words "believe," "estimate,"
"project," "expect," "anticipate,"
"intend" or similar expressions. Because these statements look to the
future, they are based on our current expectations and beliefs. Actual results
or events may differ materially from those reflected in the forward-looking
statements. You should be aware that our current expectations and beliefs as to
future events are subject to change at any time, and we can give you no
assurances that the future events will actually occur.

**Our Exposure to Changes in Interest Rates**

Our ability to
maintain net interest income depends upon having a higher yield on our assets
than the rates we pay on our deposits and borrowings. Since many of our mortgage
loans have fixed interest rates, our ability to maintain a positive interest
rate spread can be adversely affected when the rates we pay on deposits and
borrowings are increasing.

**Quantitative Analysis.**We monitor and evaluate the potential impact of
interest rate changes upon the market value of the Bank's portfolio equity on a
quarterly basis, in an attempt to ensure that interest rate risk is maintained
within limits established by the Board of Directors. We use the quarterly
reports from the Office of Thrift Supervision ("OTS") which show the
impact of changing interest rates on our net portfolio value ("NPV").
NPV is the difference between incoming and outgoing discounted cash flows from
assets, liabilities, and off-balance sheet contracts. An institution has greater
than "normal" interest rate risk if it would suffer a loss of NPV
exceeding 2.0% of the estimated market value of its assets in the event of a 200
basis point increase or decrease in interest rates. A resulting change in NPV of
more than 2% of the estimated market value of an institution's assets will
require the institution to deduct from its risk-based capital 50% of that excess
change, if and when a rule adopted by

4

---



the OTS takes effect. Under the rule, an institution with
greater than "normal" interest rate risk will be subject to a
deduction of its interest rate risk component from total capital for purposes of
calculating the risk-based capital requirement. However, the OTS has indicated
that no institution will be required to deduct capital for interest rate risk
until further notice. Because a 200 basis point increase in interest rates would
have resulted in the Bank's NPV declining by more than 2% of the estimated
market value of the Bank's assets as of December 31, 2000, the Bank would have
been subject to a capital deduction of $97,000 as of December 31, 2000 if the
regulation had been effective as of such date.

The following
table presents the Bank's NPV as of December 31, 2000, as calculated by the OTS,
based on information provided to the OTS by the Bank.

Change in
      Interest Rates
      in Basis Points(Rate Shock)
    Net Portfolio Value
      Amount $ Change % Change
    NPV as % of
      Portfolio Valueof Assets
    Change in
      NPV as % of
      Portfolio Valueof Assets(1)(Dollars in Thousands)300bp
    $3,404
    $(2,144)
    (37)%
    5.93%
    (3.5)%200bp
    4,128
    (1,420)
    (24)
    7.03
    (2.3)100bp
    4,831
    (717)
    (13)
    8.06
    (1.2)0
    5,548
    --
    --
    9.06
    --(100)bp
    6,031
    483
    9
    9.67
    .8(200)bp
    6,062
    513
    9
    9.62
    .8(300)bp
    6,091
    543
    10
    9.57
    .9


(1) Based on the portfolio value of the Bank's assets assuming
no change in interest rates.

As
shown by the table above, increases in interest rates will result in declines in
the Bank's net portfolio value based on OTS calculations as of December 31,
2000, primarily due to the Bank's significant holdings of long-term fixed-rate
loans.

****    
**Qualitative Analysis.**Of our total loan
portfolio at December 31, 2000, $44.8****million, or 96.1%, have
fixed interest rates. Our fixed-rate loans help our profitability if interest
rates are stable or declining, since these loans have yields that exceed our
cost of funds. However, when interest rates increase as they have in recent
years, we have to pay more on our deposits and new borrowings, which adversely
affects our interest rate spread. We attempt to minimize our risk to increasing
interest rates as follows:

> 1.  Originating primarily fixed-rate mortgages with terms of 10 to 20
>   years;
>   2.  Originating three- to five-year balloon mortgages;
>   3.  Increasing our originations of consumer loans;
>   4.  Using fixed-rate, long-term borrowings to fund a portion of our
>   fixed-rate assets;
>   5.  Increasing the amount of deposits in transaction accounts; and
>   6.  Purchasing short-term adjustable-rate
> securities.

At December 31,
2000, our total loan portfolio includes (a) fixed-rate mortgages with terms
of 10 to 30 years amounting to****$32.1 million, or 68.9% of the
portfolio, (b) three- to five-year balloon mortgages amounting to $4.6 million,
or 9.9% of the portfolio, and (c) consumer loans amounting to $4.1 million, or
8.7%****of the portfolio.

5

---

These loans totalled $40.8****million,
or 86.6% of the total loan portfolio at December 31, 2000. Our consumer loans
typically have higher interest rates than our real estate loans.

FHLB advances with
original maturities in excess of five years were $8.2 million, or 13.4% of total
assets at December 31, 2000. We expect to increase our long-term FHLB advances
in the current interest rate environment. Deposits in transaction accounts were
$11.5 million, or 18.7% of total assets at December 31, 2000. Our transaction
accounts generally have lower rates than our certificates of deposit and are
considered a more stable source of funds than certificates of deposit.

Our
adjustable-rate securities at December 31, 2000 consisted of $1.8 million of
mortgage-backed securities and a $1.0 million investment in a mutual fund which
invests in adjustable-rate mortgages. A portion of the mutual fund's investments
are in mortgage-backed securities that were privately issued and that are not
insured or guaranteed by a federal agency. As a result, these investments by the
mutual fund involve higher risk than the mortgage-backed securities owned
directly by us.

In addition, we
had $1.8 million of adjustable-rate mortgages at December 31, 2000, representing
3.9% of the total loan portfolio and 2.9% of total assets. However, the Bank has
not originated any new adjustable-rate mortgages in the last several years, as
the borrowers in our market area prefer fixed-rate mortgages in the current
interest rate environment.

**Changes in Financial Condition**

**Assets**.
Our total assets increased by $8.9 million, or 17.0%, to $61.4 million at
December 31, 2000 from $52.5 million at December 31, 1999. The
increase was primarily due to a $5.8 million, or 14.2%, increase in the net loan
portfolio, as one- to four-family residential loans increased by $1.5 million,
or 4.1%, and consumer loans increased by****$1.5 million, or
60.0%, in 2000. Residential and consumer loans are the main lending products
being emphasized by the Bank, and these loans accounted for over 70% of total
loan originations in 2000 and over 90% in 1999. Total loan originations
increased in both 2000 and 1999 due to the Bank's emphasis on growth and the
favorable economic environment for the Bank's lending products.

Construction,
commercial real estate and land loans increased in 2000. These loan categories
aggregated $4.8 million, or 10.3%, of the total loan portfolio at
December 31, 2000, compared to $2.9 million, or****6.9%, of
the total loan portfolio at December 31, 1999. The net loan portfolio
amounted to $46.6 million, or 75.9% of total assets at December 31, 2000,
and we expect continued growth in the loan portfolio in 2001.

Mortgage-backed
securities amounted to $1.8 million, or 2.9% of total assets at
December 31, 2000, compared to $2.2 million at December 31, 1999. All
of our mortgage-backed securities are guaranteed by the Government National
Mortgage Association. Mortgage-backed securities increase the quality of our
assets by virtue of the guarantees that support them. In addition,
mortgage-backed securities require fewer personnel and overhead costs than
individual residential mortgage loans, are more liquid than individual mortgage
loans and may be used to collateralize borrowings or other obligations. However,
mortgage-backed securities typically yield less than individual residential
mortgage loans.

Non-accruing loans
totalled $156,000 and $174,000 at December 31, 2000 and 1999, respectively,
or .33% and .40% of the total loan portfolio at such dates. All of the
non-accruing loans at December 31, 2000 and 1999 consisted of one- to
four-family residential loans. We had no real estate owned or troubled debt
restructurings at such dates. At December 31, 2000, our allowance for loan
losses amounted to $170,000, or .36% of the total loan portfolio and 109.0% of
total non-accruing loans.

Cash and cash equivalents, which include interest-earning
deposits in other institutions, amounted to $3.4 million, or 5.5% of total
assets at December 31, 2000, compared to $4.8 million at December 31, 1999.
The

6

---



decrease as of December 31, 2000 was due to increased
purchases of investment securities and an increased loan portfolio. The Bank's
regulatory liquidity ratio amounted to 30.5% at December 31, 2000.

**Deposits**.
Our deposits increased by $6.6 million, or 16.7% in 2000 over 1999. The increase
was due to increases in transaction accounts of $1.9 million or 19.8% in 2000.
Certificates of deposit increased $4.7 million, or 15.7%. Total transaction
accounts were $11.5 million, or 25.0% of total deposits, at December 31,
2000, compared to $9.6 million, or 24.3% of total deposits, at December 31,
1999. At December 31, 2000, $27.8 million, or 80.6%, of the total certificates
of deposit mature in one year or less, and $7.5 million, or 21.7%, of the total
certificates of deposit had balances of $100,000 or more. The Bank believes that
it can adjust the interest rates offered on certificates of deposit to retain
such funds to the extent desired and that it has adequate resources to fund
withdrawals.

**Borrowings.** FHLB advances increased from $6.2 million at
December 31, 1999 to $8.2 million at December 31, 2000. This
significant increase resulted from total assets increasing faster than total
deposits. We anticipate that borrowings will continue to increase as deposit
growth may not be sufficient to fund increases in total assets.

**Total
Equity**. Our total equity increased by $174,000, or 2.6%, in 2000 and
amounted to $6.8 million, or 11.1% of total assets at December 31, 2000.
The increase was due to $351,000 of net income which was partially offset by
dividends of $74,000, stock repurchases of $28,000, $137,000 for the Management
Recognition Plan, and a small unrealized gain on securities available for sale,
net of applicable deferred income tax. The unrealized gain was added to total
equity in accordance with Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."

**Results of Operations**

**Net Income**.
Our net income increased by $2,000, or .6%, in 2000 over 1999. The increase in
2000 was primarily due to a $181,000, or 13.2%, increase in net interest income
and $61,000, or 108.6%, increase in noninterest income which was partially
offset by increases of $238,000, or 26.4%, in total noninterest expense. Net
provision for loan loss in 2000 was 1999 were $0.

Our net interest
income is determined by our average interest rate spread (i.e., the difference
between the average yields earned on our interest-earning assets and the average
rates paid on our deposits and borrowings), the relative amounts of
interest-earning assets and interest-bearing liabilities, and the degree of
mismatch in the maturity and repricing characteristics of our interest-earning
assets and interest-bearing liabilities.

The higher net
interest income in 2000 was primarily due to a favorable local economy which
enabled us to increase our loan portfolio, although our average interest rate
spread declined. Market interest rates increased in 2000. While the average
yields on each category of interest-earning assets increased, the average rates
paid on deposits and borrowings increased at a faster rate. The interest rate
environment increased the demand for loans in 2000, which resulted in a $5.8
million increase in the average loan portfolio. The increase in the loan
portfolio did not exceed the combined increase of $5.1 million in average
deposits and $2.7 million in average borrowings.

7

---

**Average
Balances, Net Interest Income and Yields Earned and Rates Paid**. The
following table presents for the periods indicated the total dollar amount of
interest income from our average interest-earning assets and the resultant
yields, as well as the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates, and the net interest margin. All average
balances are based on monthly balances. We do not believe that the monthly
averages differ significantly from what the daily averages would be.

|                                                                                              | 2000                         | 1999    
|--------------------------------------------------------------------------------------------- | ---------------------------- | --------
|                                                                                              | Average Balance              | Interest
|                                                                                              | (Dollars In
      Thousands)
|Interest-earning assets:                                                                      |                              |         
|Loans receivable(2)                                                                           | $44,097                      | $3,363  
|Mortgage-backed securities                                                                    | 1,978                        | 130     
|Investment securities(3)                                                                      | 8,142                        | 557     
|Interest-earning deposits                                                                     | 1,673                        | 131     
|Total interest-earning assets                                                                 | 55,890                       | 4,181   
|Noninterest-earning assets                                                                    | 1,502                        |         
|Total assets                                                                                  | $57,392                      |         
|                                                                                              |                              |         
|Interest-bearing liabilities:                                                                 |                              |         
|Deposits                                                                                      | $41,219                      | 2,170   
|FHLB advances                                                                                 | 7,508                        | 454     
|Total interest-bearing
      liabilities                                                      | 48,727                       | 2,625   
|Noninterest-bearing liabilities                                                               | 1,967                        |         
|Total liabilities                                                                             | 50,694                       |         
|Stockholders' equity                                                                          | 6,698                        |         
|                                                                                              |                              |         
|Total liabilities and
                    
      stockholders' equity                         | $57,392                      |         
|                                                                                              |                              |         
|Net interest income; average
           interest rate spread                                  |                              | $1,556  
|                                                                                              |                              |         
|Net interest margin(4)                                                                        |                              |         
|                                                                                              |                              |         
|Average interest-earning assets
           to average interest-bearing
           liabilities |                              |         
|                                                                                              |                              |         

(1)      At
        December 31, 2000, the weighted average yields earned and rates
        paid were as follows: loans 
                   receivable, 7.61%; mortgage-backed
        securities, 7.43%; investment securities, 6.52%; interest-earning
                   deposits, 6.34%, total interest-earning assets, 7.40%; deposits, 5.55%;
        FHLB advances, 6.10%; total
                   interest-bearing liabilities, 5.63%; and
        average interest rate spread, 1.77%.
        (2)      Includes non-accruing loans.
        (3)      Includes FHLB stock.
        (4)      Equals net interest income divided by
        average interest-earning assets.



---



**Rate/Volume Analysis**. The following table shows the extent to which
changes in interest rates and changes in volume of interest-related assets and
liabilities affected our interest income and expense during the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (a) changes in
volume (change in volume multiplied by prior year rate), and (b) changes in
rate (change in rate multiplied by prior year volume). The combined effect of
changes in both rate and volume has been allocated proportionately to the change
due to rate and the change due to volume.

Year Ended December 31,
        2000 vs. 1999Increase(Decrease) 
        Due to
      Total 
        IncreaseRate
      Volume
      (Decrease)(In Thousands)Interest-earning assets:Loans receivable
      $    54
      $   437
      $ 
        491Mortgage-backed securities
      9
      (34)
      (25)Investment securities(1)
      27
      430
      457Interest-earning deposits
      40
      (126)
      (86)Total interest-earning assets
      130
      707
      837Interest-bearing liabilities:Deposits
      210
      266
      476FHLB advances
      15
      164
      179Total interest-bearing liabilities
      225
      430
      655Increase in net interest income
      $ 
        (95)
      $  277
      $ 
        182


______________

(1)      Includes FHLB stock.

**Interest
Income.** Interest and fees on loans increased by $491,000, or 17.1%, in
2000 over 1999. The increase was due to an increase in the average loan
portfolio of $5.8 million, or 14.2%, in 2000. The increase in the average
balance was primarily due to increases in one- to four-family residential loans,
second mortgage loans and commercial real estate loans. The increase in the
average loan portfolio resulted from an increase in loan personnel, increased
advertising and favorable market conditions for the loans offered by the Bank.
The rate environment resulted in an increase in the average loan yield to 7.63%
in 2000 from 7.49% in 1999.

Interest on
mortgage-backed securities decreased by $25,000, or 16.1%, in 2000 from 1999.
The decrease was due to a decline of $520,000, or 20.8%, in the average balance
and partially offset by an increase in the average yield to 6.57% in 2000 from
6.20% in 1999. Mortgage-backed securities have declined in recent years due to
normal repayments and prepayments. We did not purchase any mortgage-backed
securities in 2000 or 1999. We expect our mortgage-backed securities portfolio
to continue to decline, as the Bank is emphasizing the origination of loans.

Interest and
dividends on investment securities, which consist of U.S. Government agency
securities, FHLB stock, Homestead Bancorp stock and mutual funds at
December 31, 2000, increased by $457,000, or 457.0%, in 2000 over 1999. The
mutual funds invest in adjustable-rate mortgages and U.S. equities. The increase
was due to an increase of $6.3 million, or 350.0%, in the average balance, as we
invested $4.5 million in agency

9

---

securities in 2000. The higher average balance in 2000
combined with the increase in the average yield to 6.84% in 2000 from 5.40% in
1999 contributed to the significant increase in 2000.

Interest on
interest-earning deposits in other institutions decreased by $86,000, or 39.6%
in 2000 from 1999. The decrease
was due to a decrease of $2.3 million, or 57.4%, in the average balance in 2000,
as the Bank invested in loans and investment securities in 2000. The lower
average balance was partially offset by an increase in the average yield to
7.83% in 2000 from 5.45% in 1999.

Total interest
income increased by $837,000, or 25.0%, in 2000 over 1999. The increase was
primarily due to an increase in the average loan portfolio and investment
securities. In addition, because the average yields on loans, mortgage-backed
securities, investment securities and interest-earning deposits each increased
in 2000, the average yield on total interest-earning assets increased in 2000 to
7.48% from 7.17% in 1999.

**Interest
Expense.** Interest on deposits increased by $476,000, or 28.1% in 2000
over 1999. The increase was due to a $5.1 million, or 14.1%, increase in average
deposits in 2000, and due to an increase in the average rate paid to 5.26% in
2000 from 4.68% in 1999. The average balance of each type of deposits, including
transaction accounts and certificates of deposit, increased in 2000, and the
average rate paid on each type of deposits increased in 2000 from 1999. While
transaction accounts increased in 2000, certificates of deposit represent over
70% of total deposits at December 31, 2000. At December 31, 2000, $27.8 million,
or 80.6%, of the Bank's total certificates of deposit are due in one year or
less. Based upon historical experience, the Bank expects to retain a significant
portion of these deposits. Noninterest-bearing checking accounts amounted to
$1.3 million, or 2.8% of total deposits at December 31, 2000, compared to
$951,000, or 2.4% of total deposits at December 31, 1999.

FHLB advances
totalled $8.2 million at December 31, 2000 compared to $6.2 million at
December 31, 1999. The Bank increased its FHLB advances in 2000 both to
fund increased loan demand and to help minimize its interest rate risk. All of
the FHLB advances are fixed-rate, long-term borrowings with original maturities
in excess of five years on a weighted average basis. The Bank believes that the
term of its FHLB advances approximates the average life of many of its
fixed-rate loans, and the Bank expects to further increase its long-term FHLB
advances in the prevailing interest rate environment. Interest on FHLB advances
was $454,000 in 2000 compared to $275,000 in 1999.

Total
interest expense increased by $655,000, or 33.3%, in 2000 over 1999, as the
average balance of total interest-bearing liabilities increased by $7.8 million,
or 19.1%, in 2000. The higher average balance and an increase in the average
rate paid to 5.39% in 2000 from 4.81% in 1999 was responsible for the increase
in 2000.

**Net
Interest Income.** Net interest income increased by $182,000, or 13.2%,
in 2000 over 1999, primarily due
to an increase in net average interest-earning assets of $1.4 million, or 24.6%,
in 2000 over 1999. In addition, the average interest rate
spread decreased to 2.09% in 2000 from 2.36% in 1999. The decreased spread was
due to a slight increase in the average yield on interest-earning assets offset
by a higher increase in the average rate paid on interest-bearing liabilities.

**Provision
for Loan Losses.** Our provisions for loan losses were $-0- in 2000 and
1999. The allowance for loan losses amounted to $170,000 at December 31, 2000,
representing .36% of the total loan portfolio and 109.0% of total non-accruing
loans on that date. At December 31, 1999, the allowance for loan losses was
$170,000, or .4% of the total loan portfolio and 97.7% of total non-accruing
loans. During 2000, construction, commercial real estate and land loans
increased by an aggregate of $1.9 million, or 65.5%. Because these loans involve
more risk than one- to four-family residential loans, $90,000 of the allowance
was allocated to these three types of loans at December 31, 2000, compared
to $80,000 at December 31, 1999.

One- to
four-family residential loans increased by $1.5 million, or 4.1%, in 2000, and
total non-accruing one- to four-family residential loans decreased by $18,000,
or 10.3%, from December 31, 1999 to December 31,

10

---



2000. We did not experience any loan charge-offs or
recoveries in 2000 or 1999, which management believes is primarily due to its
conservative underwriting standards and the favorable economy in its local
market area.

**Noninterest Income.** The Bank earns insurance commissions on the sale of
credit life and mortgage life insurance. The Bank acts as an agent for two
different insurance companies. Insurance commissions were $7,400 in 2000 and
$5,100 in 1999.

Service charges on
deposits increased to $14,500 in 2000 from $9,300 in 1999, primarily due to an
increase in transaction accounts.

Other
miscellaneous income, which primarily consists of fees for certified checks, non
sufficient funds, travelers' checks, stop payment orders, and late charges on
loans, increased by $54,000, or 174.2%, in 2000 over 1999.

Total noninterest
income increased by $60,000, or 109.1%, in 2000 over 1999, primarily due to the
increase in service charges on deposit accounts and non sufficient fund fees.

**Noninterest Expense**. Compensation and benefits increased by $102,000,
or 19.6%, in 2000 over 1999. The primary reason for the increase was the hiring
of additional staff. To a lesser extent, the increase in 2000 was also due to
normal salary increases, $25,000 of ESOP expenses, $12,000 of Management
Recognition Plan expenses and to several staff members reaching their one-year
anniversary and becoming eligible to participate in the Bank's incentive bonus
plan.

Data processing expense increased by $11,000, or 14.9%, in 2000 over 1999
primarily due to the costs of servicing a larger more transaction oriented
customer base. To a lesser extent, some new software was purchased and expensed
in 1999. Professional fees increased in 1999 by $26,000, or 60.5%, primarily due
to increased legal and accounting fees as a result of being a public company and
preparing and filing various public reports.

Advertising expense increased by $19,000, or 54.3%, in 2000 over 1999, as the
Bank advertised various lending and deposit products.

The Bank incurred
$46,000 of State of Louisiana shares tax for 2000. The Bank was not subject to
this tax in 1999.

Deposit insurance
premiums decreased by $12,000, or 57.1%, in 2000 over 1999. The decrease in 2000
was due to a decrease in the insurance rate charged to the Bank.

Other noninterest
expense, which includes examination fees, office supplies, telephone, postage,
printing and other miscellaneous expenses, increased by $47,000, or 32.4%, in
2000 over 1999. This expense increased due to fees paid to our transfer
agent and registrar for our first annual shareholders meeting and other
miscellaneous costs associated with being a public company.

Total noninterest
expense increased by $237,000, or 26.4%, in 2000 over 1999, due to increases in
most categories of noninterest expense.

**Federal
Income Tax Expense**. The federal income tax expense increased
in 2000 to $184,000 from $182,000 in 1999. Pre-tax income increased by $4,000,
or .8%, in 2000 from 1999. For additional information,
see Notes to Consolidated Financial Statements.

11

---

**Liquidity and Capital Resources**

The Bank is
required under applicable federal regulations to maintain specified levels of
"liquid" investments in qualifying types of U.S. Government, federal
agency and other investments having maturities of five years or less. Current
regulations require that a savings institution maintain liquid assets of not
less than 4% of its average daily balance of net withdrawable deposit accounts
and borrowings payable in one year or less. At December 31, 2000, the Bank's
liquidity was 30.5%, or $9.0 million in excess of the minimum requirement.

Cash was generated
by our operating activities in 2000 and 1999 primarily as a result of net income
in each period. The adjustments to reconcile net income to net cash provided by
operations during the periods presented consisted primarily of the provisions
for depreciation, the FHLB stock dividends, and increases or decreases in
various receivable and payable accounts. Our primary investing activities are
the origination of loans, which are primarily funded with the proceeds from
repayments and prepayments on existing loans and mortgage-backed securities.
Investing activities used net cash in 2000 and 1999, primarily due to increases
in the net loan portfolio and, in 2000, the purchase of $4.5 million in
investment securities. The primary financing activities consist of deposits and
FHLB advances. Financing activities provided net cash in 2000 and 1999 due to
increases in both deposits and FHLB advances. Total cash and cash equivalents
decreased by $1.4 million in 2000 and increased by $2.4 million in 1999. Total
cash and cash equivalents amounted to $3.4 million at December 31, 2000.

At December 31,
2000, the Bank had outstanding commitments to originate $248,000 of one- to
four-family residential loans, $140,000 of non-mortgage loans and $1.0 million
of undisbursed construction loans. In addition, as of December 31, 2000,
the total amount of certificates of deposit which were scheduled to mature in
the following 12 months was $27.8 million. The Bank believes that it has
adequate resources to fund all of its commitments and that it can adjust the
rate on certificates of deposit to retain deposits in changed interest rate
environments. If the Bank requires funds beyond its internal funding
capabilities, advances from the FHLB of Dallas are available as an additional
source of funds.

The Bank is
required to maintain regulatory capital sufficient to meet tangible, core and
risk-based capital ratios of at least 1.5%, 4.0% and 8.0%, respectively. At
December 31, 2000, the Bank exceeded each of its capital requirements, with
tangible, core and risk-based capital ratios of 8.69%, 8.69%, and 18.85%,
respectively. See Notes to Consolidated Financial Statements.

The Company's
ratio of equity to assets is 11.0% at December 31, 2000. The Bank's ratio
is 8.71% at December 31, 2000. In addition, the Bank is considered
well-capitalized.

**Impact of Inflation and Changing Prices**

The financial
statements and related financial data presented herein have been prepared in
accordance with generally accepted accounting principles, which generally
require the measurement of financial position and operating results in terms of
historical dollars, without considering changes in relative purchasing power
over time due to inflation. Unlike most industrial companies, virtually all of
our assets and liabilities are monetary in nature. As a result, interest rates
generally have a more significant impact on our performance than does the effect
of inflation. Interest rates do not necessarily move in the same direction or in
the same magnitude as the prices of goods and services, since such prices are
affected by inflation to a larger extent than interest rates.

**Recent Accounting Standards**

For a discussion
of recently published accounting standards, none of which are expected to have a
material effect on FPB Financial, see Notes to Consolidated Financial
Statements.



12

---

LaPorte Sehrt Romig & Hand



To the Board of DirectorsFPB Financial Corp. and Subsidiary



Independent Auditor's Report

We have audited the accompanying consolidated balance sheets of FPB FINANCIAL CORP. AND SUBSIDIARY as of December 31, 2000 and the related consolidated
statements of income, comprehensive income, changes in stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The financial statements of FPB FINANCIAL CORP. AND SUBSIDIARY as of December 31, 1999 were audited by other auditors whose report dated January 19, 2000 expressed an unqualified opinion.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FPB FINANCIAL CORP. AND SUBSIDIARY at December 31, 2000, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.



/s/ LaPorte, Sehrt, Romig &
Hand

A Professional Accounting Corporation



January 26, 2001
Metairie, Louisiana

13

---

Murphy, Whalen & Broussard, L.L.C.Certified Public Accountants4603 So. Carrollton Ave.
New Orleans, LA 70119-6024







INDEPENDENT AUDITOR'S REPORT

To: The Board of Directors
FPB Financial Corp. and Subsidiary



We have audited the accompanying consolidated
statement of financial condition of FPB Financial Corp. and Subsidiary as of
December 31, 1999 and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements
referred to above present fairly, in all material respects the financial
position of FPB Financial Corp. and Subsidiary at December 31, 1999, and the
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.



/s/ Murphy, Whalen & Broussard, L.L.C.

Murphy, Whalen & Broussard, L.L.C.



January 19, 2000

14

---



|FPB
      FINANCIAL CORP. AND SUBSIDIARY                                  
|--------------------------------------------------------------------------
|CONSOLIDATED
      BALANCE SHEETS                                         
|                                                                          
|ASSETS                                                                    
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Cash
      and Non-Interest Earning Deposits                              
|Interest-Earning
      Deposits in Other Depository Institutions          
|                                                                          
|Total Cash and Cash
      Equivalents                                     
|                                                                          
|Securities
      - Available-for-Sale                                     
|Securities
      - Held-to-Maturity                                       
|Federal
      Home Loan Bank Stock - At Cost                              
|Loans,
      Net of Allowance for Loan Losses of $170,000 in 2000 and 1999
|Accrued
      Interest Receivable                                         
|Premises
      and Equipment, Net                                         
|Other
      Assets                                                        
|                                                                          
|                                                                          
|                                                                          
|LIABILITIES
      AND STOCKHOLDERS' EQUITY                                
|                                                                          
|Deposits                                                                  
|Non-Interest
      Bearing Demand                                         
|Interest Bearing                                                          
|                                                                          
|                                                                          
|Interest
      Payable on Deposits                                        
|Federal
      Home Loan Bank Advance                                      
|Other
      Liabilities                                                   
|                                                                          
|                                                                          
|STOCKHOLDERS'
      EQUITY                                                
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          

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

15

---



|FPB FINANCIAL CORP.
      AND SUBSIDIARY                            
|--------------------------------------------------------------------
|CONSOLIDATED
      STATEMENTS OF INCOME                             
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|                                                                    
|INTEREST INCOME                                                     
|Mortgage Loans and
      Fees                                       
|Loans on
      Deposits                                             
|Consumer Loans                                                      
|FHLB Stock and Other
      Investment Securities, Available-for-Sale
|Investment
      Securities, Held-to-Maturity                       
|Demand Deposits                                                     
|Total Interest
      Income                                         
|                                                                    
|INTEREST EXPENSE                                                    
|Deposits                                                            
|Federal Home Loan
      Bank Advances                               
|Total Interest
      Expense                                        
|Net Interest
      Income                                           
|PROVISION FOR LOAN
      LOSSES                                     
|Net Interest Income
      after                                     
|Provision for Loan
      Losses                                     
|                                                                    
|NONINTEREST INCOME                                                  
|Gain on Foreclosed
      Real Estate Sold                           
|Insurance
      Commissions                                         
|Service Charges on
      Deposits                                   
|Other                                                               
|Total Noninterest Income                                            
|                                                                    
|NONINTEREST
      EXPENSE                                           
|Compensation and
      Employee Benefits                            
|Occupancy and
      Equipment                                       
|Data Processing                                                     
|Professional
      Fees                                             
|Advertising                                                         
|State Shares
      Tax                                              
|Federal Insurance
      Expense                                     
|Other                                                               
|Total Noninterest Expense                                           
|                                                                    
|INCOME BEFORE
      INCOME TAXES                                    
|                                                                    
|INCOME TAXES
      EXPENSE                                          
|                                                                    
|NET INCOME                                                          
|                                                                    
|EARNINGS PER SHARE
      - BASIC                                    
|                                                                    
|EARNINGS PER SHARE
      - DILUTED                                  
|                                                                    

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

16

---



|FPB FINANCIAL CORP.
      AND SUBSIDIARY                         
|-----------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF
      COMPREHENSIVE INCOME            
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|NET INCOME                                                       
|                                                                 
|OTHER COMPREHENSIVE INCOME,
      NET OF TAX                     
|Unrealized Holding Gains
      (Losses) Arising During the Period
|Reclassification Adjustment
      for (Gains) Losses included in 
|Net Income                                                       
|                                                                 
|Total Other Comprehensive
      Income                           
|                                                                 
|COMPREHENSIVE INCOME                                             
|                                                                 



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

17

---



FPB
      FINANCIAL CORP. AND SUBSIDIARYCONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITYFor The
      Years Ended December 31, 2000 and 1999AccumulatedAdditional
    
    Unearned
    
    Unearned
    
    
    
    
    
    Other
    
    TotalCommon
    
    Paid-in
    
    ESOP
    
    MRP Trust
    
    Treasury
    
    Retained
    
    Comprehensive
    
    Stockholders'Stock
    
    Capital
    
    Stock
    
    Stock
    
    Stock
    
    Earnings
    
    Income (Loss)
    
    EquityBALANCE - January 1, 1999
    $
      -
    
    $
      -
    
    $
      -
    
    $
      -
    
    $
      -
    
    $
      3,574,778
    
    $
      (4,624)
    
    $
      3,570,154Net Income 1999
    -
    
    -
    
    -
    
    -
    
    -
    
    349,458
    
    -
    
    349,458Other Comprehensive Income
      (Loss),1999, Net of TaxUnrealized Gain (Loss) on
      InvestmentSecurities -
      Available-for-Sale
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (19,670)
    
    (19,670)Issuance of Common Stock
    3,314
    
    2,978,109
    
    (265,080)
    
    -
    
    -
    
    -
    
    -
    
    2,716,343Dividends Declared and Paid
    -
    
    -
    
    -
    
    -
    
    -
    
    (33,135)
    
    -
    
    (33,135)ESOP Shares Released for
      Allocation
    -
    
    1,448
    
    20,391
    
    -
    
    -
    
    -
    
    -
    
    21,839BALANCE - December 31, 1999
    3,314
    
    2,979,557
    
    (244,689)
    
    -
    
    -
    
    3,891,101
    
    (24,294)
    
    6,604,989Net Income 2000
    -
    
    -
    
    -
    
    -
    
    -
    
    351,354
    
    -
    
    351,354Common Stock Acquired by
      ManagementRetention Plan Trust
    -
    
    -
    
    -
    
    (136,602)
    
    -
    
    -
    
    -
    
    (136,602)Purchase of Treasury Stock
    -
    
    -
    
    -
    
    -
    
    (28,354)
    
    -
    
    -
    
    (28,354)Other Comprehensive Income
      (Loss),2000, Net of TaxUnrealized Gain (Loss) on
      InvestmentSecurities -
      Available-for-Sale
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    39,527
    
    39,527Issuance of Common Stock
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -Dividends Declared and Paid
    -
    
    -
    
    -
    
    -
    
    -
    
    (74,083)
    
    -
    
    (74,083)ESOP Shares Released for
      Allocation
    -
    
    2,201
    
    20,391
    
    -
    
    -
    
    -
    
    -
    
    22,592BALANCE - December 31, 2000
    $
      3,314
    
    $
      2,981,758
    
    $
      (224,298)
    
    $
      (136,602)
    
    $
      (28,354)
    
    $
      4,168,372
    
    $
      15,233
    
    $
      6,779,423


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

18

---



|FPB FINANCIAL CORP. AND
      SUBSIDIARY                              
|----------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF
      CASH FLOWS                           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|CASH FLOWS FROM OPERATING
      ACTIVITIES                            
|Net Income                                                            
|Adjustments to Reconcile Net
      Income to Net Cash                 
|Provided by Operating
      Activities                                
|Depreciation                                                          
|Provision for Loan Losses                                             
|Deferred Tax Provision
      (Credit)                                 
|ESOP Contribution                                                     
|Stock Dividends on Federal
      Home Loan Bank Stock                 
|Discount Accretion of
      Investments Available-for-Sale            
|Premium Amortization on
      Investment Securities -                 
|Held-to-Maturity                                                      
|(Gain) on Sale or Abandonment
      of Assets                         
|Gain on Foreclosed Real Estate
      Sold                             
|Changes in Operating Assets
      and Liabilities                     
|Accrued Interest Receivable                                           
|Other Assets                                                          
|Interest Payable on Deposits                                          
|Other Liabilities                                                     
|Deferred Loan Origination and
      Commitment Costs                  
|Total Adjustments                                                     
|Net Cash Provided by Operating
      Activities                       
|                                                                      
|CASH FLOWS FROM INVESTING
      ACTIVITIES                            
|Loan Originations and
      Principal Collections, Net                
|Additions to Premises and
      Equipment                             
|Purchase of Federal Home Loan
      Bank Stock                        
|Purchase of Investment
      Securities - Available-for-Sale          
|Principal Payments from
      Investment Securities - Held-to-Maturity
|Proceeds from Sale of
      Foreclosed Real Estate                    
|Proceeds from Sale of
      Equipment                                 
|Net Cash Used-in Investing
      Activities                           
|                                                                      
|CASH FLOWS FROM FINANCING
      ACTIVITIES                            
|Net Proceeds from Stock
      Issuance                                
|Purchase of Treasury Stock                                            
|Purchase of Stock for
      Management Retention Plan                 
|Net Increase in Deposits                                              
|Advances from Federal Home
      Loan Bank                            
|Dividends Paid on Common Stock                                        
|                                                                      
|Net Cash Provided by Financing
      Activities                       
|                                                                      
|NET (DECREASE) INCREASE IN
      CASH AND CASH EQUIVALENTS            
|                                                                      
|CASH AND CASH EQUIVALENTS -
      BEGINNING OF YEAR                   
|                                                                      
|CASH AND CASH EQUIVALENTS -
      END OF YEAR                         
|                                                                      

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

19

---





FPB FINANCIAL CORP. AND
      SUBSIDIARYCONSOLIDATED STATEMENTS OF
      CASH FLOWS (Continued)For The Years
      EndedDecember 31,2000
    
    1999SUPPLEMENTAL DISCLOSURE OF
      CASH FLOW INFORMATIONCash Paid During the Year for:Interest
    $
      2,554,378
    
    $
      1,996,710Income Taxes
    132,127
    
    213,184Loans Transferred to
      Foreclosed Real Estate During the Year
    -
    
    83,531Loans to Facilitate the Sale
      of Foreclosed Real Estate
    -
    
    26,110Market Value Adjustment for
      Gain (Loss) on Securities Available-for-Sale
    39,527
    
    (19,670)


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

20

---

FPB FINANCIAL CORP. AND SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

FPB Financial Corp. (the "Company") is a Louisiana bank holding company in Hammond, Louisiana. The Company's subsidiary is Florida Parishes Bank (the "Bank")
which has been in continuous operation since 1922 and represents virtually all of the operations and net income of the Company. During 2000, the Bank established and incorporated FPB Insurance and Investments, Inc., (FPBII) which is wholly-owned by the Bank
 .

The Bank provides a variety of deposit products and a mixture of fixed and adjustable rate mortgages, primarily first mortgages on single-family residences, and
various types of consumer loans. It operates from a single location in Hammond, Louisiana, and all of its mortgages are secured by properties located in Tangipahoa Parish and the surrounding areas. Its depositors are also primarily residents of Tangipahoa
Parish and the surrounding areas.

FPBII was created to conduct securities brokerage and investment advisor activities and insurance activities through a contractual agreement with a third-party
financial services corporation. FPBII had no transactions during 2000 other than business start-up costs.

BASIS OF PRESENTATION AND CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiary, Florida Parishes Bank and its subsidiary, FPB Insurance and
Investments, Inc. All significant intercompany balances and transactions have been eliminated.

USE OF ESTIMATES

In preparing consolidated financial statements in conformity with generally accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, and the
valuation of foreclosed real estate. In connection with the determination of the allowance for losses on loans and foreclosed real estate, management obtains independent appraisals for significant properties.

CASH AND CASH EQUIVALENTS

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, federal funds sold and
securities purchased under agreements to resell, all of which mature within ninety days.

INVESTMENT SECURITIES - AVAILABLE-FOR-SALE

Investment securities include U.S. Government Agency bonds, a mutual fund which invests in adjustable rate mortgages and common stock in a local bank. They are
classified as available-for-sale and are consequently carried at fair market value. Realized gains and losses on the sale of investment securities are recorded on the trade date and are determined using first-in, first-out or weighted average methods.
Unrealized gains and losses are recognized as other comprehensive income or loss.

21

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A

INVESTMENT SECURITIES - HELD-TO-MATURITY

Debt securities that management has the positive intent and ability to hold to maturity are classified as "held-to-maturity" and recorded at amortized cost. At
December 31, 2000 and 1999, investment securities classified as "held-to-maturity" consisted of participation certificates issued by the Government National Mortgage Association (GNMA).

LOANS

The Company, through its subsidiary bank, grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by mortgage loans throughout Tangipahoa parish.

Loans are reported at their outstanding unpaid principal balances less the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance.

The Company discontinues the accrual of interest income when a loan becomes 90 days past due as to principal or interest. At that time, uncollected interest previously recorded is reversed. If the delinquent interest is subsequently collected, it is
credited to income in the period collected. Interest on impaired loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance
is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the Bank's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to pay, the estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes
available.

A loan is considered impaired when, based on current information and events, it is probable the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors
considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan by loan basis by either the present value
of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

22

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE A
    
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

FORECLOSED REAL ESTATE

Real estate properties acquired through, or in lieu of, loan foreclosure are initially recorded at the lower of the related loan balance or fair value less estimated cost to sell at the date of foreclosure. Management periodically performs valuations,
and an allowance for losses will be established to reduce the net carrying value to net realizable value if necessary. Costs related to improvement of the property are capitalized, whereas costs related to holding the property are charged to operations.

PREMISES AND EQUIPMENT

Land is carried at cost. Buildings and equipment are carried at cost, less accumulated depreciation computed on the straight-line and accelerated methods over the estimated useful lives of the assets.

LOAN ORIGINATION AND COMMITMENT FEES AND RELATED COSTS

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

INCOME TAXES

Effective for the year ended December 31, 2000, the Company and the Bank will file a consolidated Federal income tax return. Each entity will pay its pro rata share of income taxes in accordance with a written-tax sharing agreement. Prior to the year
ended December 31, 2000, the Company and its subsidiary each filed a separate Federal income tax return.

Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and
tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

ADVERTISING COSTS

Advertising costs are charged to operations as incurred.

COMPREHENSIVE INCOME

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported
as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

23

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE A
    
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECENT ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 138 (SFAS 138), Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of SFAS 133, is effective for the quarter beginning after June 15, 2000, with earlier
adoption permitted. This statement addresses a limited number of issues causing implementation difficulties for entities that apply SFAS 133, which requires all derivatives to be recognized at fair value as either assets or liabilities in the consolidated
balance sheets. Changes in the fair value of derivatives not designated as hedging instruments are be recognized currently in earnings or are to be recognized as a component of other comprehensive income, depending on the intended use of the derivatives
and the resulting designation. The Company currently has no derivatives; therefore, adoption of this pronouncement had no effect on the financial position and results of operations of the Company.

Statement of Financial Accounting Standards No. 140 (SFAS 140), Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, is a replacement of SFAS 125. This statement provides accounting and reporting standards
for transfers and servicing of financial assets and extinguishments of liabilities. Those standards are based on consistent application of a financial-components approach that focuses on control. Under this approach, after a transfer of financial assets,
an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. This statement provides consistent
standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. This statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31,
2001 and for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for years ending after December 15, 2000. The adoption of this pronouncement had no effect on the financial position and
results of operations of the Company

NOTE B
    
SECURITIES - AVAILABLE-FOR-SALE

The amortized costs and fair values of securities - available-for-sale, with gross unrealized gains and losses, follows:

Securities
      Available-For-SaleGross
    
    Gross
    
    EstimatedAmortized
    
    Unrealized
    
    Unrealized
    
    MarketDecember
      31, 2000
    
    
    Cost
    
    Gains
    
    Losses
    
    ValueU.S. Government Agency Bonds
    
    
    $
      7,487,237
    
    $     
      29,052
    
    $ 
                  
      -
    
    $
      7,516,289Mutual Funds:Adjustable Rate Mortgage
      Portfolio
    
    
    1,000,000
    
    -
    
    10,009
    
    989,991Stock Market Index Fund
    
    
    30,527
    
    -
    
    2,706
    
    27,821Marketable Equity Securities
    
    
    38,125
    
    6,875
    
    -
    
    45,000$
      8,555,889
    
    $     
      35,927
    
    $    
      12,715
    
    $
      8,579,101


24

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE B
    
SECURITIES - AVAILABLE-FOR-SALE (Continued)

Securities
      Available-For-SaleGross
    
    Gross
    
    EstimatedAmortized
    
    Unrealized
    
    Unrealized
    
    MarketDecember
      31, 1999
    
    
    Cost
    
    Gains
    
    Losses
    
    ValueU.S. Government Agency Bonds
    
    
    $ 
      3,000,000
    
    $          
      
      -
    
    $      
      18,122
    
    $ 
      2,981,878Mutual Fund:Adjustable Rate Mortgage
      Portfolio
    
    
    1,000,000
    
    -
    
    15,014
    
    984,986Marketable Equity Securities
    
    
    38,125
    
    -
    
    3,673
    
    34,452$ 
      4,038,125
    
    $         
            
      -
    
    $      
      36,809
    
    $
      4,001,316


The following is a summary of maturities of debt securities - available-for-sale as of December 31, 2000:



Amortized

FairCost

ValueDue in One Year or Less

$  
  4,495,627

$  
  4,501,459Due From One to Five Years

2,991,610

3,014,830Due From Five to Ten Years

-

-Due After Ten Years

-

-$  
  7,487,237

$  
  7,516,289




At December 31, 2000, U.S. Government Agency Bonds with a carrying value of $253,320 were pledged to secure public deposits in excess of $100,000.

NOTE C
     SECURITIES - HELD-TO-MATURITYThe amortized costs and fair values of securities - held-to-maturity, with gross unrealized gains and losses, follows:

Securities
      Held-to-MaturityGross
    
    Gross
    
    EstimatedAmortized
    
    Unrealized
    
    Unrealized
    
    MarketDecember
      31, 2000
    Cost
    
    Gains
    
    Losses
    
    ValueGNMA Participation
      Certificates
    $
      1,766,261
    
    $ 
      11,363
    
    $   
      5,945
    
    $
      1,771,679December
      31, 1999GNMA Participation
      Certificates
    $
      2,165,675
    
    $ 
      16,001
    
    -
    
    $
      2,181,676


25

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE C
    
SECURITIES - HELD-TO-MATURITY (Continued)

The following is a summary of maturities of securities - held-to-maturity as of December 31, 2000:



Amortized
    
    FairCost
    
    ValueDue in One Year or Less
    $           
      290
    
    $    
               
      293Due From One to Five Years
    23,433
    
    23,950Due From Five to Ten Years
    -
    
    -Due After Ten Years
    1,742,538
    
    1,747,436$ 
      1,766,261
    
    $   
      1,771,679




The amortized costs and fair value of mortgage-backed securities - held-to-maturity are presented by contractual maturity in the preceding tables. Expected maturities will differ from contractual maturities because borrowers may have the right to call or
prepay obligations without call or prepayment penalties.

One of the adjustable rate GNMA participation certificates with a carrying value of $179,768 and a market value of $179,727 as of December 31, 2000 is pledged to secure a local public entity's deposits in excess of $100,000.



NOTE D
     
LOANSLoans receivable at December 31 are summarized as follows:



December 31,2000
    
    1999Loans Secured by First
      Mortgages on Real EstateSecured by One-to-Four Family
      Residences
    $
      37,914,560
    
    $
      36,444,145Construction (1)
    1,500,627
    
    1,195,622Commercial Real Estate
    2,375,000
    
    1,136,397Land
    898,000
    
    582,446Total First Mortgage Loans
    42,688,187
    
    39,358,610Consumer LoansLoans Secured by Savings
    1,049,109
    
    878,927Second Mortgages and Home
      Equity Loans
    1,648,000
    
    372,536Automobile
    899,000
    
    762,910Unsecured
    288,698
    
    289,019Other
    184,000
    
    237,308Total Consumer Loans
    4,068,807
    
    2,540,700




26

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE D

     
LOANS (Continued)

December 31,2000
    
    1999Commerical LoansSecured, Other than Mortgages
    277,000
    
    -Unsecured
    107,000
    
    -Total Commercial Loans
    384,000
    
    -47,140,994
    
    41,899,310Loans in Process
    (460,883)
    
    (1,006,401)Allowance for Loan Losses
    (170,000)
    
    (170,000)Net Deferred Loan Origination
      Costs
    85,036
    
    65,754Loans, Net
    $
      46,595,147
    
    $
      40,788,663


(1) Consists solely of one-to-four family residential construction loans.

The following is a classification of loans by rate and maturity (in thousands):

2000
    
    1999Fixed Rate Loans:Maturing in One Year or Less
    $    
       
      4,469
    
    $  
          2,834Maturing Between One and Five
      Years
    9,159
    
    6,266Maturing Between Five and Ten
      Years
    8,171
    
    8,582Maturing After Ten Years
    23,591
    
    24,217Total Fixed Rate Loans
    45,390
    
    41,899Variable Rate Loans:Maturing in One Year or Less
    -
    
    -Maturing Between One and Five
      Years
    42
    
    68Maturing Between Five and Ten
      Years
    66
    
    106Maturing After Ten Years
    1,643
    
    2,653Total Variable Rate Loans
    1,751
    
    2,827Total Loans
    $   
      47,141
    
    $   
      44,726


27

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE D
    
LOANS (Continued)

Activity in the allowance for loan losses is summarized as follows for the years ended December 31:



2000
    
    1999Balance at Beginning of Year
    $
      170,000
    
    $
      170,000Provision Charged to Income
    -
    
    -Balance at End of Year
    $
      170,000
    
    $
      170,000




Loans for which impairment had been recognized totaled $155,839 and $173,693 at December 31, 2000 and 1999, respectively. The valuation allowance related to impaired loans amounted to $7,792 and $8,685 at December 31, 2000 and 1999, respectively. The
amount of interest income that would have been recorded on impaired loans at December 31, 2000 and 1999 was $3,653 and $3,683, respectively.

The Bank is not committed to lend additional funds to debtors whose loans are on nonaccrual status, or loans that have been modified in troubled debt restructurings, at December 31, 2000.

Loans receivable includes activity and account balances for the years ended December 31, 2000 and 1999 to directors, executive officers, and their immediate families as follows:

Year EndedDecember 31,2000
    
    1999Balance at Beginning of Year
    $   
      678,864
    
    $   
      745,907Additional Borrowings
    199,674
    
    99,888Loan Repayments
    (538,143)
    
    (166,931)Balance at End of Year
    $   
      340,395
    
    $  
      678,864


Related party loans are primarily first mortgage real estate loans.

28

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE E
    
ACCRUED INTEREST RECEIVABLE

Accrued interest receivable at December 31 is summarized as follows:

2000
    
    1999Loans Receivable
    $ 
      129,217
    
    $
         
      65,417Investment Securities,
      Held-to-Maturity
    11,047
    
    23,320Investment Securities,
      Available-for-Sale
    113,222
    
    26,538$ 
      253,486
    
    $ 
      115,275




NOTE F
    
PREMISES AND EQUIPMENT

Premises and equipment at December 31 are summarized as follows:

2000
    
    1999Costs:Land
    $    
       
      67,652
    
    $    
       
      67,651Building
    405,456
    
    350,283Furniture, Fixtures and
      Equipment
    266,155
    
    184,820739,263
    
    602,754Less: Accumulated Depreciation
    (429,369)
    
    (397,578)$    
      309,894
    
    $   
      205,176


Depreciation expense for the years ended December 31, 2000 and 1999 was $31,791 and $31,659, respectively.

29

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE G
    
DEPOSITS

Deposits at December 31 are summarized as follows:

2000
    
    1999Amount
    
    %
    
    Amount
    
    %Passbook Savings - Year End
      Interest Rate
    $  
      898,140
    
    1.95
    
    $ 
      1,497,469
    
    3.80of 2.00% in 2000 and 2.00% in
      1999Money Market Accounts -
      Regular - Year EndYear End Interest Rates of
      3.00% in 2000and 3.00% in 1999
    1,259,136
    
    2.73
    
    1,457,520
    
    3.69Money Market Accounts - Super
      - Year EndYear End Interest Rates of
      4.00% in 2000and 4.00% in 1999
    782,714
    
    1.70
    
    1,047,268
    
    2.662,041,850
    
    4.43
    
    2,504,788
    
    6.35Checking Accounts -
      Interest-Bearing NOWAccounts - Year End Interest
      Rates of2.25% in 2000 and 2.25% in
      1999
    1,476,227
    
    3.21
    
    841,289
    
    2.13Interest-Max Accounts - Year
      End WeightedAverage Interest Rates of
      5.52% in 2000and 4.41% in 1999
    5,819,244
    
    12.64
    
    3,797,362
    
    9.63Non-Interest Bearing Accounts
    1,287,010
    
    2.79
    
    951,430
    
    2.418,582,481
    
    18.64
    
    5,590,081
    
    14.17Certificates of Deposit - Year
      End WeightedAverage Interest Rates of
      6.19% in 2000and 4.22% in 1999
    34,524,409
    
    74.98
    
    29,861,375
    
    75.68$
      46,046,880
    
    100.00
    
    $
      39,453,713
    
    100.00




The weighted average interest rate on all deposit accounts at December 31, 2000 and 1999 was 5.49% and 4.59%, respectively.

The aggregate amount of jumbo certificates of deposit with a minimum balance of $100,000 was $4,426,339 and $5,745,656 at December 31, 2000 and 1999, respectively. Deposits in excess of $100,000 are not federally insured.

30

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE G
    
DEPOSITS (Continued)

At December 31, 2000, scheduled maturities of certificates of deposit are as follows:

Year EndedDecember 31,2001
$
27,801,3332002

3,256,8162003

1,883,6112004

466,3602005

372,062After 2005

744,227Total
$
34,524,409


The Company held deposits of $646,906 and $989,659 for related parties at December 31, 2000 and 1999, respectively.

NOTE H    
BORROWINGS

Pursuant to collateral agreements with the Federal Home Loan Bank (FHLB), advances are secured by a blanket floating lien on first mortgage loans. Total
interest expense recognized in 2000 and 1999 was $454,320 and $274,763, respectively.

Advances at December 31, 2000 consisted of the following:

Contract Rate

Advance Total4.00% to 4.99%
$
100,0005.00% to 5.99%

4,550,0006.00% to 6.99%

2,050,0007.00% to 7.99%

1,500,000$
8,200,000


Maturities of Advances at December 31, 2000 for each of the five years and thereafter follows:



Year Ended
December 31,

Amount2001
$
500,0002002

1,500,0002003

500,0002004

1,700,0002005

1,400,000After 2005

2,600,000Total
$
8,200,000


31

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I
    

INCOME TAXES

The provision for income taxes for 2000 and 1999 consists of the following:

|                   |   | 2000    |   | 1999   
|------------------ | - | ------- | - | -------
|Current            | $ | 172,559 | $ | 146,347
|Deferred (Benefit) |   | 11,640  |   | 35,798 
|                   | $ | 184,199 | $ | 182,145
|                   |   |         |   |        



The components of the net deferred tax liability at December 31 are as follows:

|                                  |   | 2000      |   | 1999     
|--------------------------------- | - | --------- | - | ---------
|Deferred Tax Assets:              |   |           |   |          
|Management Recognition Plan       | $ | 4,260     | $ | -        
|Employee Stock Ownership Plan     |   | 997       |   | -        
|Allowance for Loan Losses         |   | 57,800    |   | 57,800   
|Accrued Interest on Deposits      |   | 39,855    |   | 16,029   
|Unrealized Loss on Securities     |   |           |   |          
|Available-for-Sale                |   | -         |   | 12,515   
|Total Deferred Tax Assets         |   | 102,912   |   | 86,344   
|Deferred Tax Liabilities:         |   |           |   |          
|FHLB Stock Dividends              |   | (65,076)  |   | (54,368) 
|Bad Debt Adjustment               |   | (26,132)  |   | (34,844) 
|Deferred Loan Costs/Fees          |   | (28,912)  |   | (22,356) 
|Other                             |   | (15,159)  |   | (6,268)  
|Net Unrealized Gain on Securities |   |           |   |          
|Available-for-Sale                |   | (7,847)   |   | -        
|Total Deferred Tax Liabilities    |   | (143,126) |   | (117,836)
|Net Deferred Tax Liability        | $ | (40,214)  | $ | (31,492) 
|                                  |   |           |   |          



The provision for Federal income taxes differs from that computed at the statutory 34% corporate tax rate, as follows:



Years Ended
      December 31,2000
    
    1999Effective
    
    
    
    EffectiveAmount
    
    Rate %
    
    Amount
    
    Rate %Tax at Statutory Rate
    $
      182,088
    
    34.00
    
    $
      180,745
    
    34.00Other
    2,111
    
    0.39
    
    1,400
    
    0.22$
      184,199
    
    34.39
    
    $
      182,145
    
    34.22


32

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I

    
INCOME TAXES (Continued)

Included in retained earnings at December 31, 2000 and 1999 is $502,945 in bad debt reserves for which no deferred Federal income tax liability has been recorded. These amounts represent allocations of income to bad debt deductions for tax purposes only.
Reduction of these reserves for purposes other than tax bad debt losses or adjustments arising from carryback of net operating losses would create income for tax purposes, which would be subject to the then-current income tax rate. The unrecorded deferred
liability on these amounts was approximately $171,000 for December 31, 2000 and 1999, respectively.

NOTE J
    
COMPREHENSIVE INCOME

Comprehensive income was comprised of changes in the Company's unrealized holding gains and losses on securities available-for-sale during 2000 and 1999. The components of comprehensive income and related tax effects are as follows:

|                                       |   | 2000     |   | 1999    
|-------------------------------------- | - | -------- | - | --------
|Unrealized Holding Gains (Losses) on   |   |          |   |         
|Securities Available-for-Sale          | $ | 72,328   | $ | (29,803)
|Reclassification Adjustment for Losses |   |          |   |         
|(Gains) Realized in Income             |   | (12,439) |   | -       
|Net Unrealized Gains (Losses)          |   | 59,889   |   | (29,803)
|Tax (Expense) Benefit                  |   | (20,362) |   | 10,133  
|Net of Tax Amount                      | $ | 39,527   | $ | (19,670)
|                                       |   |          |   |         



NOTE K    
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

During 1999, the Company established an employee stock ownership plan. The FPB Financial Corp. Employee Stock Ownership Plan enables eligible employees of the Bank to share in the growth of the Company through the acquisition of stock. Employees are
generally eligible to participate in the ESOP after completion of one year of service and attaining age 21.

The ESOP acquired 26,508 shares of FPB Financial Corp. stock at $10 a share in the FPB Financial Corp.'s initial public offering. The acquisition was funded by a loan from FPB Financial Corp., which bears interest at 7.75% and will be paid principally
from company contributions to the ESOP over a period of thirteen years. The loan agreement requires quarterly principal payments of $5,098 plus accrued interest. The loan is secured by the pledge of the common stock purchased. Contributions to the ESOP
must be sufficient for debt service, but the Company may, in any plan year, make additional discretionary contributions for the benefit of plan participants in the form of cash or shares of common stock.

33

---



FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE K
    
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) (Continued)

In the event of plan or participant termination, or upon the participant's death, disability or retirement, the Company may be required to purchase, subject to certain limitations, the shares from the participants at the then fair market value.

Shares purchased by the ESOP with the proceeds of the loan will be held in a suspense account and released to participants on a pro-rata basis as debt service payments are made. As the Company makes contributions to the ESOP sufficient to meet the
principal and interest requirements on the loan, shares are released from collateral.

The Company accounts for its ESOP in accordance with Statement of Position 93-6. Accordingly, the debt of the ESOP is not recorded as a note receivable by FPB Financial Corp., but the shares pledged as collateral are reported as unearned ESOP shares on
the balance sheets. As shares are released from collateral, the Company reports compensation equal to the fair market value of the shares. ESOP compensation expense was $25,476 and $21,839 for the years ended December 31, 2000 and 1999, respectively. Any
excess or deficit of fair value over or under the cost of the ESOP shares released is recorded in the equity section of the balance sheets as additional paid-in-capital. The cost of all unallocated shares held by the ESOP is reflected on the balance
sheets as a contra equity account.

The ESOP shares as of December 31, 2000 were as follows:

|                                |   | 2000    |   | 1999   
|------------------------------- | - | ------- | - | -------
|Allocated Shares                |   | 2,051   |   | 2,040  
|Shares Committed to be Released |   | 2,603   |   | -      
|Unreleased Shares               |   | 21,854  |   | 24,468 
|Total ESOP Shares               |   | 26,508  |   | 26,508 
|                                |   |         |   |        
|Fair Value of Unreleased Shares | $ | 248,589 | $ | 241,621
|                                |   |         |   |        



NOTE L
    
MANAGEMENT RECOGNITION AND RETENTION PLAN

On April 25, 2000, the shareholders of the Company approved the establishment of the Management Recognition and Retention Plan (the "Plan") as an incentive to retain personnel of experience and ability in key positions. During 2000, the Company acquired
12,250 shares of stock for the plan, of which 7,954 shares have been allocated for distribution to key employees and directors. As shares are acquired for the Plan, the purchase price of these shares is recorded as a contra equity account. As the shares
are distributed, the contra equity account is reduced.

34

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE L
    
MANAGEMENT RECOGNITION AND RETENTION PLAN (Continued)

Plan shares are earned by recipients at a rate of 20% of the aggregate number of shares covered by the Plan, with the first 20% to be vested on the one-year anniversary of the date of grant. If the employment of an employee or service as a non-employee
director is terminated prior to the fifth anniversary of the date of grant of Plan share award for any reason, the recipient shall forfeit the right to any shares subject to the award that have not been earned. The cost associated with the plan is based
on a share price of $10.50, which represents the market price of the stock as of the date on which the plan shares were granted. This cost is being recognized over five years. For 2000, compensation expense pertaining to the plan was $12,529.

A summary of the changes in stock pertaining to the Plan follows:

Unawarded
AwardedShares
SharesBalance at January 1, 2000
-
-Purchased by Plan
12,250
-Granted
(7,954)
7,954Forfeited
-
-Earned and Issued
-
-Balance at December 31, 2000
4,296
7,954




NOTE M
    
PENSION PLAN

During 1999, the Company adopted a Simple IRA Plan (the "Plan") effective January 1, 1999. The Plan covers all employees who earned at least $5,000, during the year. The maximum employee contribution is 100% of compensation up to $6,000. The Company's
contribution is based on matching 100% of the first 3% of salary deferral elected by each eligible employee. For the years ended December 31, 2000 and 1999, expense attributable to the Plan amounted to $11,806 and $9,683.



NOTE N
    
STOCK OPTION PLAN

During 2000, the Company adopted a stock option plan for the benefit of directors, officers, and other key employees. The number of shares of common stock reserved for issuance under the stock option is 33,134 shares, which is equivalent to 10% of the
total number of shares of common stock sold in the Company's initial public offering of its common stock. Both incentive stock options and non-qualified stock options may be granted under the plan. The exercise price of each option cannot be less than the
fair value of the underlying common stock as of the date the option is granted. Incentive stock options and nonqualified stock options granted under this plan become vested and exercisable at the rate of 20% per year over five years, commencing one year
from the date of the grant with an additional 20% vesting on each successive annual anniversary of the date the option was granted.

35

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE N
    
STOCK OPTION PLAN (Continued)

The following table summarizes the activity related to stock options:

|                     | Exercise | Available | Options    
|-------------------- | -------- | --------- | -----------
|                     | Price    | for Grant | Outstanding
|At Inception         | $10.50   | 33,134    | -          
|Granted              |          | (23,946)  | 23,946     
|Canceled             |          | -         | -          
|Exercised            |          | -         | -          
|At December 31, 2000 |          | 9,188     | 23,946     
|                     |          |           |            



In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123 requires the disclosure of the compensation cost for stock-based incentives granted after January 31, 1995 based on the fair value at grant date for
awards. Applying SFAS 123 would result in pro forma net income and earnings per share amounts as follows:

|Net Income (In thousands) |       |        
|------------------------- | ----- | -------
|As Reported               | $351  |        
|Pro forma                 | $337  |        
|                          |       |        
|                          | Basic | Diluted
|Earnings per Share        |       |        
|As Reported               | $1.17 | $1.17  
|Pro forma                 | 1.13  | 1.13   



The fair value of each option is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions used for 2000 grants: dividend yields of 2.40 percent; expected volatility of 38.1 percent; risk-free interest
rate of 6.50 percent; and expected lives of 10.0 years for all options.



NOTE O
    
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist of commitments to extend credit, standby letters of credit, and
undisbursed lines of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Company's balance sheet.

The Company's exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

36

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE O
     
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (Continued)

At December 31, 2000 and 1999, the following financial instruments were outstanding whose contract amounts represent credit risk:

|                               |   | 2000      |   | 1999     
|------------------------------ | - | --------- | - | ---------
|Commitments to Grant Loans     | $ | 388,000   | $ | 1,078,783
|Undisbursed Construction Loans |   | 1,040,000 |   | 1,006,401
|Unfunded Commitments Under     |   |           |   |          
|Lines of Credit                |   | 1,237,000 |   | 399,000  
|Standby Letters of Credit      |   | 62,000    |   | -        



NOTE P
    

COMMITMENTS AND CONTINGENCIES

The Chief Executive Officer and the Executive Vice-President of the Company serve under employment contracts that due to expire on June 30, 2003. The contracts cover compensation and termination.



NOTE Q
    
REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by its primary federal regulator, the Office of Thrift Supervision (OTS). Failure to meet the minimum regulatory capital requirements can initiate certain mandatory, and possible
additional discretionary actions by regulators, which if undertaken, could have a direct material effect on the Bank and the financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action,
the Bank must meet specific capital guidelines involving quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification under
the prompt corrective action guidelines are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of: total risk-based capital and Tier I capital to risk-weighted assets (as defined in the regulations), Tier I capital to
adjusted total assets (as defined), tangible capital to adjusted total assets (as defined), and tangible equity to adjusted total assets (as defined). As of December 31, 2000, the Bank meets all of the capital requirements to which it is subject and is
deemed to be well capitalized.

The actual and required capital amounts and ratios applicable to the Bank represented in the table below, including a reconciliation of capital under generally accepted accounting principles ("GAAP") to such amounts reported for regulatory purposes.

37

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE Q
    
REGULATORY MATTERS



To be WellCapitalized forMinimum For
      Capital
    
    Prompt
      CorrectiveActual
    
    Adequacy
      Purposes
    
    Action
      ProvisionsDecember
      31, 2000
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio
    
    AmountTotal Equity, and Ratio to
      Total Assets
    8.71
    
    $ 
      5,299Unrealized Gains onSecurities Available-for-Sale
    
    
    (12)Tangible Capital, and Ratioto Adjusted Total Assets
    8.69
    
    $ 
      5,287
    
    1.5%
    
    $   
       
      912Tier 1 (Core) Capital,and Ratio to Adjusted Total
      Assets
    8.69
    
    $  
      5,287
    
    3.0%
    
    $  
      1,825
    
    5.0%
    
    $
      3,041Tier 1 (Core) Capital,and Ratio to Risk-Weighted
      Assets
    18.31
    
    $  
      5,287
    
    
    
    
    
    6.0%
    
    $
      3,650Allowance for Loan Losses
    
    
    170Equity Investment
    
    
    (15)Total Risk-Based Capital, andRatio to Risk-Weighted Assets
    18.85
    
    $  
      5,442
    
    8.0%
    
    $  
      2,310
    
    10.0%
    
    $
      2,887Total Assets
    
    
    $
      60,840Adjusted Total Assets
    
    
    $
      60,828Risk-Weighted Assets
    
    
    $
      28,870To be WellCapitalized forMinimum For
      Capital
    
    Prompt
      CorrectiveActual
    
    Adequacy
      Purposes
    
    Action
      ProvisionsDecember
      31, 1999
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    Ratio
    
    AmountTotal Equity, and Ratio to
      Total Assets
    10.37
    
    $
      5,387Unrealized Losses onSecurities Available-for-Sale
    
    
    21Tangible Capital, and Ratioto Adjusted Total Assets
    10.41
    
    $ 
      5,408
    
    1.5%
    
    $    
      779Tier 1 (Core) Capital,and Ratio to Adjusted Total
      Assets
    10.41
    
    $ 
      5,408
    
    3.0%
    
    $ 
      1,559
    
    5.0%
    
    $
      2,598Tier 1 (Core) Capital,and Ratio to Risk-Weighted
      Assets
    22.53
    
    $ 
      5,408
    
    
    
    
    
    6.0%
    
    $
      1,441Allowance for Loan Losses
    
    
    170Equity Investment
    
    
    (15)Total Risk-Based Capital, andRatio to Risk-Weighted Assets
    23.17
    
    $  
      5,563
    
    8.0%
    
    $
      1,921
    
    10.0%
    
    $
      2,401Total Assets
    
    
    $
      51,938Adjusted Total Assets
    
    
    $
      51,959Risk-Weighted Assets
    
    
    $
      24,008


38

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE R    
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure is made in accordance with the requirements of SFAS No. 107, Disclosures About Fair Value of Financial Instruments.Financial instruments are defined as cash and contractual rights and obligations that require settlement,
directly or indirectly, in cash. In cases where quoted market prices are not available, fair values have been estimated using the present value of future cash flows or other valuation techniques. The results of these techniques are highly sensitive to the
assumptions used, such as those concerning appropriate discount rates and estimates of future cash flows, which require considerable judgement. Accordingly, estimates presented herein are not necessarily indicative of the amounts the Company could realize
in a current settlement of the underlying financial instruments. SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. These disclosures should not be interpreted as representing an
aggregate measure of the underlying value of the Company.

The estimated fair value of financial instruments were as follows:

As of December
      31,2000
    
    1999Carrying
    
    Estimated
    
    Carrying
    
    EstimatedAmount
    
    Fair Value
    
    Amount
    
    Fair ValueFinancial AssetsCash and Non-Interest Earnings
      Deposits
    $  
      380
    
    $   
      380
    
    $    
      650
    
    $    
      650Interest-Earning Deposits in
      OtherDepository Institutions
    3,056
    
    3,056
    
    4,134
    
    4,134Investment Securities
    10,345
    
    10,351
    
    6,167
    
    6,183Loans Receivable, Net
    46,595
    
    46,407
    
    40,789
    
    39,963FHLB Stock
    430
    
    430
    
    367
    
    367Accrued Interest Receivable
    253
    
    253
    
    115
    
    115Other Assets
    15
    
    15
    
    15
    
    15Financial Liabilities:Deposits
    $
      46,047
    
    $
      45,954
    
    $
      39,454
    
    $
      39,933Advances from FHLB
    8,200
    
    8,160
    
    6,200
    
    5,804Interest Payable on Deposits
    117
    
    117
    
    47
    
    47


The following significant methods and assumptions were used by the Association in estimating the fair value of financial instruments.



39

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE R
    
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Cash and Short-Term Investments

The carrying value of highly liquid instruments, such as cash on hand and amounts due from depository institutions, and interest-earning deposits in other institutions, provides a reasonable estimate of their fair value.

Investment Securities

Fair value estimates for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. The carrying amount of accrued interest
on securities approximates its fair value.

Loans Receivable, Net

The fair values for loans are estimated through discounted cash flow analysis, using current rates at which loans with similar terms would be made to borrowers of similar credit quality. Appropriate adjustments are made to reflect probable credit losses.
The carrying amount of accrued interest on loans approximated its fair value.

Federal Home Loan Bank Stock (FHLB)

The value of Federal Home Loan Bank stock is set by the FHLB at $100 per share.

Deposits

SFAS No. 107 specifies that the fair value of deposit liabilities with no defined maturity is the amount payable on demand at the reporting date, i.e., their carrying or book value. These deposits, which include interest and non-interest bearing
checking, passbook, and money market accounts, represented approximately 27% and 24% of total deposits at December 31, 2000 and 1999, respectively. The fair value of fixed-rate certificates of deposit is estimated using a discounted cash flow calculation
that applies interest rates currently offered on certificates of similar remaining maturities to a schedule of aggregate expected cash flows on time deposits.

The carrying amount of accrued interest payable on deposits approximates its fair value.

Advances from Federal Home Loan Bank

The fair value of fixed rate borrowings are estimated using discounted cash flows, based on current incremental borrowing rates for similar types of borrowing arrangements.

Off-Balance-Sheet Instruments

Off-balance-sheet financial instruments include commitments to extend credit and undisbursed lines of credit. The fair value of such instruments is estimated using fees currently charged for similar arrangements in the marketplace, adjusted for changes
in terms and credit risk as appropriate. The estimated fair value for these instruments was not significant at December 31, 2000 and 1999. The contract or notional amounts of the Company's financial instruments with off-balance-sheet risk are
disclosed in Note O.

40

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE S
    
ADOPTION OF PLAN OF CONVERSION

On December 8, 1998, the Board of Directors of Florida Parishes Homestead Association adopted a Plan of Conversion (the "Plan"), which proposed the conversion of the Association from a Louisiana-chartered mutual savings and loan association to a
federally-chartered stock savings bank to be known as "Florida Parishes Bank" (the "Bank", in its mutual or stock form, as the sense of the reference requires) and the concurrent issuance of its capital stock to FPB Financial Corp. (the newly formed
Holding Company"). As an interim step in the conversion, the Association first converted to a federally-chartered mutual savings bank known as "Florida Parishes Bank", effective February 23, 1999, in advance of the common stock offering.

The Plan provided that non-transferable subscription rights to purchase common stock of FPB Financial Corp. would be offered first to Eligible Account Holders of record as of the close of business on September 30, 1997; then to a Tax-Qualified Employee
Stock Ownership Plan; then to Supplemental Eligible Account Holders of record as of the close of business on March 31, 1999; then to Other Members which include other depositors as of a specified date and persons who were borrowers as of both February 23,
1999 and the voting record date whose loans were secured by real estate; and then to directors, officers and employees of the Bank. Shares of common stock remaining unsold after the Subscription Offering were offered for sale to the public through a
Community Offering, as determined by the Boards of Directors of the Holding Company and the Bank in their sole discretion. The common stock was offered at a price determined by the Board of Directors based upon an appraisal - made by an independent
appraisal firm. The exact number of shares offered was determined by the Board of Directors in conjunction with the determination of the price at which shares were sold. The costs of issuing the common stock was deducted from the sale proceeds. The
Company incurred $372,127 issuance costs.

In accordance with OTS Regulations, at the time that the Bank converted from a mutual savings bank to a stock savings bank, the Bank established a liquidation account with an initial balance equal to the Bank's total equity as of the date of the latest
balance sheet appearing in the prospectus, December 31, 1998. The liquidation account will be maintained for the benefit of eligible holders who continue to maintain their accounts at the Bank after the Conversion. The liquidation account will be reduced
annually to the extent that the eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder's interest in the liquidation account. In the event of a complete liquidation of the Bank,
and only in such event, each account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held. The Bank may not pay dividends or repurchase its common
stock if such dividends or repurchases would reduce its equity below applicable regulatory capital requirements or the required liquidation account amount.

41

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE S
    
ADOPTION OF PLAN OF CONVERSION (Continued)

Under current OTS regulations, limitations have been imposed on all "capital distributions" by savings institutions, including cash dividends, stock repurchases and other transactions charged to the capital account. Generally, an institution which is
well capitalized both before and after the distribution may, after notifying the OTS, make capital distributions in any year equal to the sum of the institution's net income for the current year and its retained net income for the preceding two years,
less any capital distributions already made in the current year. Distributions of greater amounts and distributions by institutions who are not well capitalized would require an application to the OTS. OTS regulations also restrict stock repurchases
during the first year following the conversion unless certain criteria are satisfied.

NOTE T
    
DIVIDENDS DECLARED

The Company declared and paid dividends of $.2250 and $.10 per share during 2000 and 1999, respectively. Under Federal regulations, the Company may not declare or pay cash dividends on its capital stock if the effect thereof would cause the Bank's
regulatory capital to be reduced below the amount required for liquidity.

NOTE U    
EARNINGS PER SHARE

Earnings per share are computed using the weighted average number of shares outstanding, which was 299,515 in 2000 and 305,104 in 1999.

NOTE V    
PARENT COMPANY FINANCIAL STATEMENTS

The financial statements for FPB Financial Corp. (Parent Company Only) are presented below:

FPB FINANCIAL CORP.
CONDENSED FINANCIAL CONDITION
December 31, 2000

ASSETS

(In Thousands)Cash
$
883Securities Available-for-Sale

575Investment in Subsidiary

5,299Accrued Interest Receivable

10Deferred Taxes

13Prepaid Income Tax

5Total Assets
$
6,785


42

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE V
    

PARENT COMPANY FINANCIAL STATEMENTS (Continued)

FPB FINANCIAL CORP.
CONDENSED FINANCIAL CONDITION
December 31, 2000

LIABILITIES AND STOCKHOLDERS' EQUITY

(In Thousands)Deferred Tax Liabilities
$        2Other Liabilities
4Total Liabilities
6Total Stockholders' Equity
6,779Total Liabilities and Stockholders' Equity
$ 6,785




FPB FINANCIAL CORP.
CONDENSED STATEMENT OF OPERATIONS
Year Ended December 31, 2000



Income
(In Thousands)Dividend from Florida Parishes Bank
$       500Interest on Securities - Available-for-Sale
34Interest on ESOP Note
18Total Income
552Expenses:Operating Expenses
91Income Before Equity in Undistributed NetIncome of Florida Parishes Bank
461Equity in Undistributed Net Income ofFlorida Parishes Bank
(123)Net Income Before Income Taxes
338Income Tax Benefit
13Net Income
$       351


43

---

FPB FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE V
    
PARENT COMPANY FINANCIAL STATEMENTS (Continued)

FPB FINANCIAL CORP.
CONDENSED STATEMENT OF CASH FLOWS
Year Ended December 31, 2000



|CASH FLOWS FROM OPERATING ACTIVITIES:           
|------------------------------------------------
|                                                
|Net Income                                      
|Adjustments to Reconcile Net Income to Net      
|Cash Provided by Operating Activities:          
|Equity in Undistributed Net Income of Subsidiary
|Decrease in Accrued Interest Receivable         
|Increase in Prepaid Income Taxes                
|Increase in Deferred Tax Asset                  
|Decrease in Due to Subsidiary                   
|Decrease in Income Taxes Payable                
|Increase in Other Liabilities                   
|Net Cash Provided by Operating Activities       
|CASH FLOWS FROM INVESTING ACTIVITIES:           
|Purchase of Mutual Fund Stock (31)              
|Payments on ESOP Shares                         
|Net Cash Used in Investing Activities           
|CASH FLOWS FROM FINANCING ACTIVITIES:           
|Purchase of Treasury Stock                      
|Purchase of Stock for MRP                       
|Dividends Paid                                  
|Net Cash Used in Financing Activities           
|NET INCREASE IN CASH                            
|CASH AND CASH EQUIVALENTS - Beginning of Year   
|CASH AND CASH EQUIVALENTS - End of Year         
|                                                

44

---



**DIRECTORS**
      **OFFICERS**
      **STAFF**Bill
        Bowden
        Chairman
      Fritz
        W. Anderson II 
        President & CEO
      Dana
        Corkern
        Barbara Wright
        Willie Iwanczyk
        Claudette Bardwell
        Sherry Stebbins
        Rhonda Jubin
        Patty Durio
        Aneesah Richardson
        Jamie VicaroJohn
        L. McGee
        Director
      G.Wayne
        Allen
        Senior Vice PresidentSandra
        Hendon 
        Vice President/Financial &
        Regulatory ReportingRichard
        Inge
        DirectorWilbert
        Hutchinson
        Director
      Ronnie
        Morales 
        Vice President/Operations 
        & Compliance
      **OFFICE
        LOCATION**Dan
        Durham
        Director
      Terry
        Tompkins
        Vice President/
        Lending Officer
      300
        West Morris Avenue
         Hammond, LA 70403Susan
        McKneely Fowler 
        Director
      Walter
        Hutchinson
        Vice President/
        Lending Officer
      **SUBSIDIARY**Dr.
        Chris Leumas
        Director
      Donna
        Beauchamp 
        Asst. Vice President/ 
        On Line Coordinator
      FPB
        Insurance & Investments, Inc.
        Dana Corkern
        Registered Investment
        RepresentativeFritz
        W. Anderson II
        Director
      Diane
        Vitrano 
        Administrative AssistantG.
        Wayne Allen 
        Director




---





**DIRECTORS**
      **OFFICERS**
      **OFFICE
        LOCATION**Bill
        Bowden
        Chairman
      Fritz
        W. Anderson II 
        President & CEO
      300
        West Morris Avenue
         Hammond, LA 70403John
        L. McGee
        Director
      G.Wayne
        Allen
        Senior Vice PresidentRichard
        Inge
        Director
      Sandra
        Hendon 
        Vice President/Financial &
        Regulatory Reporting
      **Transfer
        Agent and Registrar**Wilbert
        Hutchinson
        Director
      Ronnie
        Morales 
        Vice President/Operations 
        & Compliance
      Registrar
        & Transfer Company
        10 Commerce Drive 
        Cranford, New Jersey 07016Dan
        Durham
        Director
      Diane
        Vitrano 
        Administrative AssistantFritz
        W. Anderson II
        Director
      
      **Information
        Requests**G.
        Wayne Allen 
        Director
      
      Request
        for copies of Form
        10-QSB or Form 10-KSB should 
        be made to: 
             Sandra Hendon
             FPB Financial Corp.
             300 West Morris Avenue
             Hammond, LA 70403






> The company's stock is traded on the OTC
> Bulletin Board under the symbol FPBF. The following table presents information
> regarding the trading range of the Bank's shares of common stock for the
> previous year.



**2000****High**
      **Low**
      **Dividend**Quarter Ended:March 31
      $10.50
      $9.50
      $0.05June 30
      $13.50
      $10.25
      $0.05September 30
      $11.375
      $10.875
      $0.0625December 31
      $11.50
      $11.375
      $0.0625