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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

MARK ONE

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the six month period ended JUNE 30, 2002

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 0-24161

MURFREESBORO BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)

|                                |  |                                  
|------------------------------- |  | ---------------------------------
|Tennessee                       |  | 62-1694317                       
|(State or Other Jurisdiction of |  | (IRS Employer Identification No.)
|Incorporation or Organization)  |  |                                  

615 Memorial Boulevard, Murfreesboro, Tennessee 37129
(Address of principal executive offices and Zip Code)

(615) 890-1111
(Registrants telephone Number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES [X]            NO [  ]

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

Common stock outstanding: 907,609 shares at July 15, 2002.





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TABLE OF CONTENTS



|           |  |  |  |  |  |  |  | 
|---------- |  |  |  |  |  |  |  | 
|SIGNATURES



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##### Table of Contents



PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Murfreesboro Bancorp, Inc.

Consolidated Financial Statements
(Unaudited)

June 30, 2002

C O N T E N T S

|                                           |  |        |     | 
|------------------------------------------ |  | ------ | --- | 
|                                           |  | Page  
|                                           |  | Number
|                                           |  |       
|Consolidated Balance Sheets                |  |        | 2   | 
|Consolidated Statements of Operations      |  |        | 3-4 | 
|Consolidated Statements of Cash Flows      |  |        | 5   | 
|Notes to Consolidated Financial Statements |  |        | 6   | 

1



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##### Table of Contents



Murfreesboro Bancorp, Inc.
Consolidated Balance Sheets
As of June 30, 2002 (Unaudited) and December 31, 2001

(Tabular amounts are in thousands)

ASSETS

|                                                                                                           |                                            |                                      |         |          |  |              |         |         |  | 
|---------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | ------- | -------- |  | ------------ | ------- | ------- |  | 
|                                                                                                           |                                            |                                      |         | June 30, |  | December 31,
|                                                                                                           |                                            |                                      |         | 2002     |  | 2001        
|                                                                                                           |                                            |                                      |         |          |  |             
|Cash and due from banks                                                                                    |                                            | $                                    | 3,047   |          |  | $            | 3,710   |        
|Federal funds sold                                                                                         |                                            |                                      | 5,967   |          |  |              | 1,675   |        
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|                                                                                                           | Total cash and cash equivalents            |                                      |         | 9,014    |  |              |         | 5,385   | 
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|Securities available for sale                                                                              |                                            |                                      | 34,442  |          |  |              | 20,309  |        
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|                                                                                                           | Total investment securities                |                                      |         | 34,442   |  |              |         | 20,309  | 
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|Loans, less allowance for possible loan losses
of $955,000 and $1,000,000, respectively                    |                                            |                                      | 98,081  |          |  |              | 96,519  |        
|Premises and equipment, net                                                                                |                                            |                                      | 4,968   |          |  |              | 5,124   |        
|Accrued interest receivable                                                                                |                                            |                                      | 850     |          |  |              | 687     |        
|Officers life insurance  cash surrender value                                                            |                                            |                                      | 1,874   |          |  |              | 1,825   |        
|Other assets                                                                                               |                                            |                                      | 463     |          |  |              | 382     |        
|Other real estate                                                                                          |                                            |                                      | 103     |          |  |              |        |        
|Deferred tax benefits                                                                                      |                                            |                                      | 340     |          |  |              | 319     |        
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|                                                                                                           | Total assets                               |                                      | $       | 150,135  |  |              | $       | 130,550 | 
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|                                                                                                           |                                            | LIABILITIES AND SHAREHOLDERS EQUITY |         |          |  |              |         |         |  | 
|Liabilities:                                                                                               |                                            |                                      |         |          |  |              |         |        
|Deposits                                                                                                   |                                            | $                                    | 129,720 |          |  | $            | 111,017 |        
|Short-term borrowings                                                                                      |                                            |                                      | 2,081   |          |  |              | 1,926   |        
|Advances from Federal Home Loan Bank                                                                       |                                            |                                      | 4,000   |          |  |              | 4,000   |        
|Accrued interest payable                                                                                   |                                            |                                      | 446     |          |  |              | 388     |        
|Accrued expenses and other liabilities                                                                     |                                            |                                      | 942     |          |  |              | 845     |        
|Subordinated convertible capital debentures                                                                |                                            |                                      | 3,000   |          |  |              | 3,000   |        
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|                                                                                                           | Total liabilities                          |                                      |         | 140,189  |  |              |         | 121,176 | 
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|Shareholders equity:                                                                                      |                                            |                                      |         |          |  |              |         |        
|Preferred stock, no assigned value or rights, 1,000,000 shares authorized,
no shares issued or outstanding |                                            |                                      |        |          |  |              |        |        
|Common stock, $5.00 par value, 2,000,000 shares authorized
and 907,609 shares issued and outstanding       |                                            |                                      | 4,538   |          |  |              | 4,538   |        
|Additional paid-in capital                                                                                 |                                            |                                      | 4,530   |          |  |              | 4,530   |        
|Retained earnings                                                                                          |                                            |                                      | 718     |          |  |              | 276     |        
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|                                                                                                           | Realized shareholders equity              |                                      |         | 9,786    |  |              |         | 9,344   | 
|Accumulated other comprehensive income                                                                     |                                            |                                      | 160     |          |  |              | 30      |        
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|                                                                                                           | Total shareholders equity                 |                                      |         | 9,946    |  |              |         | 9,374   | 
|                                                                                                           |                                            |                                      |         |          |  |              |         |        
|                                                                                                           | Total liabilities and shareholders equity |                                      | $       | 150,135  |  |              | $       | 130,550 | 
|                                                                                                           |                                            |                                      |         |          |  |              |         |        

See notes to consolidated financial statements

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Murfreesboro Bancorp, Inc.
Consolidated Statements of Operations
For the six months ended June 30, 2002 and 2001
(Unaudited)

(Tabular amounts are in thousands except per share amounts)

|                                   |                                                              |          |            |       |      |      |       |       |   |      | 
|---------------------------------- | ------------------------------------------------------------ | -------- | ---------- | ----- | ---- | ---- | ----- | ----- | - | ---- | 
|                                   |                                                              |          |            |       | 2002 |      | 2001 
|                                   |                                                              |          |            |       |      |      |       |      
|Interest income:                   |                                                              |          |            |       |      |      |       |      
|                                   | Interest and fees on loans                                   |          | $          | 3,832 |      |      | $     | 3,709 |  
|                                   | Interest on taxable investment securities                    |          |            | 426   |      |      |       | 474   |  
|                                   | Interest on federal funds sold                               |          |            | 37    |      |      |       | 125   |  
|                                   |                                                              |          |            |       |      |      |       |      
|                                   | Total interest income                                        |          |            | 4,295 |      |      |       | 4,308 |  
|                                   |                                                              |          |            |       |      |      |       |      
|Interest expense:                  |                                                              |          |            |       |      |      |       |      
|                                   | Interest on negotiable order of withdrawal accounts          |          |            | 68    |      |      |       | 79    |  
|                                   | Interest on money market demand accounts                     |          |            | 189   |      |      |       | 285   |  
|                                   | Interest on savings deposits                                 |          |            | 6     |      |      |       | 5     |  
|                                   | Interest on certificates of deposit                          |          |            | 1,365 |      |      |       | 2,055 |  
|                                   |                                                              |          |            |       |      |      |       |      
|                                   | Total interest expense on deposits                           |          |            | 1,628 |      |      |       | 2,424 |  
|                                   | Interest on short-term borrowings and advances from FHLB     |          |            | 52    |      |      |       | 64    |  
|                                   | Interest on subordinated convertible capital debentures      |          |            | 97    |      |      |       | 110   |  
|                                   |                                                              |          |            |       |      |      |       |      
|                                   | Total interest expense                                       |          |            | 1,777 |      |      |       | 2,598 |  
|                                   |                                                              |          |            |       |      |      |       |      
|Net interest income                |                                                              |          | 2,518      |       |      |      | 1,710 |      
|Provision for possible loan losses |                                                              |          | 4          |       |      |      | 52    |      
|                                   |                                                              |          |            |       |      |      |       |      
|                                   | Net interest income after provision for possible loan losses |          |            | 2,514 |      |      |       | 1,658 |  
|                                   |                                                              |          |            |       |      |      |       |      
|Non-interest income:               |                                                              |          |            |       |      |      |       |      
|                                   | Service charges on deposits                                  |          |            | 33    |      |      |       | 18    |  
|                                   | Insufficient fund income                                     |          |            | 303   |      |      |       | 205   |  
|                                   | Other fees and commissions                                   |          |            | 59    |      |      |       | 42    |  
|                                   | Increase in cash surrender value of officers life insurance |          |            | 68    |      |      |       | 42    |  
|                                   | Mortgage loan origination fees                               |          |            | 78    |      |      |       | 177   |  
|                                   | Brokerage fees                                               |          |            | 121   |      |      |       | 88    |  
|                                   | Other non-interest income                                    |          |            | 62    |      |      |       | 151   |  
|                                   |                                                              |          |            |       |      |      |       |      
|                                   | Total non-interest income                                    |          |            | 724   |      |      |       | 723   |  
|                                   |                                                              |          |            |       |      |      |       |      
|Non-interest expense:              |                                                              |          |            |       |      |      |       |      
|                                   | Salaries and employee benefits                               |          |            | 1,377 |      |      |       | 1,123 |  
|                                   | Occupancy expenses, net                                      |          |            | 166   |      |      |       | 126   |  
|                                   | Furniture and equipment expense                              |          |            | 185   |      |      |       | 140   |  
|                                   | Advertising expenses                                         |          |            | 73    |      |      |       | 77    |  
|                                   | Data processing expenses                                     |          |            | 210   |      |      |       | 145   |  
|                                   | Other non-interest expense                                   |          |            | 572   |      |      |       | 534   |  
|                                   |                                                              |          |            |       |      |      |       |      
|                                   | Total non-interest expense                                   |          |            | 2,583 |      |      |       | 2,145 |  
|                                   |                                                              |          |            |       |      |      |       |      
|                                   | Income before income taxes                                   |          |            | 655   |      |      |       | 236   |  
|                                   | Income tax expense                                           |          |            | 213   |      |      |       | 77    |  
|                                   |                                                              |          |            |       |      |      |       |      
|                                   |                                                              |          | Net income |       | $    | 442  |       |       | $ | 159  | 
|                                   |                                                              |          |            |       |      |      |       |      
|Earnings per share:                |                                                              |          |            |       |      |      |       |      
|                                   |                                                              | Basic:   |            |       |      |      |       |       |   |     
|                                   |                                                              |          | Net income |       | $    | 0.49 |       |       | $ | 0.18 | 
|                                   |                                                              |          |            |       |      |      |       |      
|                                   |                                                              | Diluted: |            |       |      |      |       |       |   |     
|                                   |                                                              |          | Net income |       | $    | 0.43 |       |       | $ | 0.17 | 
|                                   |                                                              |          |            |       |      |      |       |      

See notes to consolidated financial statements

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Murfreesboro Bancorp, Inc.
Consolidated Statements of Operations
For the quarters ended June 30, 2002 and 2001
(Unaudited)

(Tabular amounts are in thousands except per share amounts)

|                                   |                                                              |          |                                                              |            |  |       |      |       |  |       |      | 
|---------------------------------- | ------------------------------------------------------------ | -------- | ------------------------------------------------------------ | ---------- |  | ----- | ---- | ----- |  | ----- | ---- | 
|                                   |                                                              |          |                                                              |            |  | 2002  |      | 2001 
|                                   |                                                              |          |                                                              |            |  |       |      |      
|Interest income:                   |                                                              |          |                                                              |            |  |       |      |      
|                                   | Interest and fees on loans                                   |          | $                                                            | 1,927      |  |       | $    | 1,922 | 
|                                   | Interest on taxable investment securities                    |          |                                                              | 241        |  |       |      | 208   | 
|                                   | Interest on federal funds sold                               |          |                                                              | 22         |  |       |      | 30    | 
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|                                   |                                                              |          | Total interest income                                        |            |  | 2,190 |      |       |  | 2,160 |     
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|Interest expense:                  |                                                              |          |                                                              |            |  |       |      |      
|                                   | Interest on negotiable order of withdrawal accounts          |          |                                                              | 33         |  |       |      | 36    | 
|                                   | Interest on money market demand accounts                     |          |                                                              | 100        |  |       |      | 151   | 
|                                   | Interest on savings deposits                                 |          |                                                              | 3          |  |       |      | 2     | 
|                                   | Interest on certificates of deposit                          |          |                                                              | 675        |  |       |      | 977   | 
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|                                   |                                                              |          | Total interest expense on deposits                           |            |  | 811   |      |       |  | 1,166 |     
|                                   | Interest on short-term borrowings and advances from FHLB     |          |                                                              | 27         |  |       |      | 22    | 
|                                   | Interest on subordinated convertible capital debentures      |          |                                                              | 49         |  |       |      | 51    | 
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|                                   |                                                              |          | Total interest expense                                       |            |  | 887   |      |       |  | 1,239 |     
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|Net interest income                |                                                              |          | 1,303                                                        |            |  |       | 921  |      
|Provision for possible loan losses |                                                              |          | 4                                                            |            |  |       | 39   |      
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|                                   |                                                              |          | Net interest income after provision for possible loan losses |            |  | 1,299 |      |       |  | 882   |     
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|Non-interest income:               |                                                              |          |                                                              |            |  |       |      |      
|                                   | Service charges on deposits                                  |          |                                                              | 12         |  |       |      | 13    | 
|                                   | Insufficient fund income                                     |          |                                                              | 163        |  |       |      | 96    | 
|                                   | Other fees and commissions                                   |          |                                                              | 34         |  |       |      | 28    | 
|                                   | Increase in cash surrender value of officers life insurance |          |                                                              | 44         |  |       |      | 21    | 
|                                   | Mortgage loan origination fees                               |          |                                                              | 32         |  |       |      | 126   | 
|                                   | Brokerage fees                                               |          |                                                              | 66         |  |       |      | 49    | 
|                                   | Other non-interest income                                    |          |                                                              | 15         |  |       |      | 121   | 
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|                                   |                                                              |          | Total non-interest income                                    |            |  | 366   |      |       |  | 454   |     
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|Non-interest expense:              |                                                              |          |                                                              |            |  |       |      |      
|                                   | Salaries and employee benefits                               |          |                                                              | 702        |  |       |      | 631   | 
|                                   | Occupancy expenses, net                                      |          |                                                              | 87         |  |       |      | 63    | 
|                                   | Furniture and equipment expense                              |          |                                                              | 97         |  |       |      | 77    | 
|                                   | Advertising expenses                                         |          |                                                              | 24         |  |       |      | 37    | 
|                                   | Data processing expenses                                     |          |                                                              | 116        |  |       |      | 71    | 
|                                   | Other non-interest expense                                   |          |                                                              | 261        |  |       |      | 291   | 
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|                                   |                                                              |          | Total non-interest expense                                   |            |  | 1,287 |      |       |  | 1,170 |     
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|Income before income taxes         |                                                              |          | 378                                                          |            |  |       | 166  |      
|Income tax expense                 |                                                              |          | 112                                                          |            |  |       | 59   |      
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|                                   |                                                              |          |                                                              | Net income |  | $     | 266  |       |  | $     | 107  | 
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|Earnings per share:                |                                                              |          |                                                              |            |  |       |      |      
|                                   |                                                              | Basic:   |                                                              |            |  |       |      |       |  |      
|                                   |                                                              |          |                                                              | Net income |  | $     | 0.29 |       |  | $     | 0.12 | 
|                                   |                                                              |          |                                                              |            |  |       |      |       | 
|                                   |                                                              | Diluted: |                                                              |            |  |       |      |       |  |      
|                                   |                                                              |          |                                                              | Net income |  | $     | 0.25 |       |  | $     | 0.12 | 
|                                   |                                                              |          |                                                              |            |  |       |      |       | 

See notes to consolidated financial statements

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Murfreesboro Bancorp, Inc.
Consolidated Statements of Cash Flows
For the six months ended June 30, 2002 and 2001
(Unaudited)

(Tabular amounts are in thousands)

|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |     |       |  
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | -------------------------------------------------------------------------- | ------- | ---- | ----- | ------ | ------- | --- | ----- | -
|                                                         |                                                                                             |                                                             |                                                                            |         | 2002 |       | 2001  
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |       
|Operating activities:                                    |                                                                                             |                                                             |                                                                            |         |      |       |        |        
|                                                         | Net income                                                                                  |                                                             | $                                                                          | 442     |      |       | $      | 159     |    
|                                                         | Adjustments to reconcile net income to net cash provided
by (used in) operating activities: |                                                             |                                                                            |         |      |       |        |         |    
|                                                         |                                                                                             | Provision for possible loan losses                          |                                                                            |         | 4    |       |        |         | 52  |      
|                                                         |                                                                                             | Provision for deferred taxes                                |                                                                            |         | (21  | )     |        |         | (42 | )    
|                                                         |                                                                                             | Provision for depreciation, amortization and accretion, net |                                                                            |         | 201  |       |        |         | 172 |      
|                                                         |                                                                                             | Stock dividend on FHLB stock                                |                                                                            |         | (8   | )     |        |         | (8  | )    
|                                                         |                                                                                             | Changes in assets and liabilities:                          |                                                                            |         |      |       |        |         |     |      
|                                                         |                                                                                             |                                                             | Decrease in accrued interest receivable                                    |         |      | 163   |        |         |     | 163   |  
|                                                         |                                                                                             |                                                             | Increase in cash surrender value of officers life insurance               |         |      | (49   | )      |         |     | (42   | )
|                                                         |                                                                                             |                                                             | Increase in other assets                                                   |         |      | (49   | )      |         |     | (96   | )
|                                                         |                                                                                             |                                                             | Increase in accrued interest payable                                       |         |      | 58    |        |         |     | 17    |  
|                                                         |                                                                                             |                                                             | Increase in accrued expenses and other liabilities                         |         |      | 97    |        |         |     | 83    |  
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|                                                         |                                                                                             | Net cash provided by operating activities                   |                                                                            |         | 838  |       |        |         | 458 |      
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|Investing activities:                                    |                                                                                             |                                                             |                                                                            |         |      |       |        |        
|                                                         | Purchase of securities available for sale                                                   |                                                             |                                                                            | (24,133 | )    |       |        | (11,960 | )  
|                                                         | Maturities and calls of securities available for sale                                       |                                                             |                                                                            | 10,000  |      |       |        | 11,500  |    
|                                                         | Maturities and calls of securities held to maturity                                         |                                                             |                                                                            |        |      |       |        | 8,850   |    
|                                                         | Increase in loans, net                                                                      |                                                             |                                                                            | (1,566  | )    |       |        | (11,268 | )  
|                                                         | Additions to premises and equipment                                                         |                                                             |                                                                            | (368    | )    |       |        | (184    | )  
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|                                                         | Net cash used by investing activities                                                       |                                                             |                                                                            | (16,067 | )    |       |        | (3,062  | )  
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|Financing activities:                                    |                                                                                             |                                                             |                                                                            |         |      |       |        |        
|                                                         | Net increase in deposits                                                                    |                                                             |                                                                            | 18,703  |      |       |        | 4,127   |    
|                                                         | Net increase in short-term borrowings                                                       |                                                             |                                                                            | 155     |      |       |        | 1,386   |    
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|                                                         | Net cash provided by financing activities                                                   |                                                             |                                                                            | 18,858  |      |       |        | 5,513   |    
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|Net increase in cash and cash equivalents                |                                                                                             |                                                             | 3,629                                                                      |         |      |       | 2,909  |        
|Cash and cash equivalents at the beginning of the period |                                                                                             |                                                             | 5,385                                                                      |         |      |       | 8,524  |        
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|Cash and cash equivalents at the end of the period       |                                                                                             | $                                                           | 9,014                                                                      |         |      | $     | 11,433 |        
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|Supplemental disclosure of cash flow information:        |                                                                                             |                                                             |                                                                            |         |      |       |        |        
|Cash paid during the six months for:                     |                                                                                             |                                                             |                                                                            |         |      |       |        |        
|                                                         |                                                                                             |                                                             | Interest                                                                   |         | $    | 1,475 |        |         | $   | 2,581 |  
|                                                         |                                                                                             |                                                             | Income taxes                                                               |         | $    | 105   |        |         | $   | 100   |  
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    
|Non-cash transactions:                                   |                                                                                             |                                                             |                                                                            |         |      |       |        |        
|                                                         |                                                                                             |                                                             | Increase in unrealized gain on securities available
for sale, net of taxes |         | $    | 130   |        |         | $   | 3     |  
|                                                         |                                                                                             |                                                             | Increase in other real estate                                              |         | $    | 103   |        |         |     |      |  
|                                                         |                                                                                             |                                                             |                                                                            |         |      |       |        |         |    

See notes to consolidated financial statements

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##### Table of Contents



Murfreesboro Bancorp, Inc.
Notes to Consolidated Financial Statements
June 30, 2001
(Unaudited)



|(1) |  | Basis of Presentation
The unaudited consolidated financial statements include the accounts of
Murfreesboro Bancorp, Inc. (the Company) and its subsidiary, Bank of
Murfreesboro (the Bank), which is a full service bank, and its wholly
owned subsidiaries: Bank M Insurance Group, Inc. (BIG), Bank M Mortgage
Group, Inc. (BMG), Bank M Investment Center, Inc. (BIC), Hometown
World, Inc (HTW), and Bank M( BM). The consolidated financial
statements also include BMGs wholly owned subsidiary, Bank M Mortgage
Trust, Inc. (BMT), and its formerly 51% controlled limited liability
companies; Realty Financial Services, LLC (RFS) and Woodmont Financial
Services, LLC (WFS). BIC, HTW, BM, and WFS were formed during the year
ended December 31, 2001. During 2001, BMG acquired the other 50%
interest in BMT and sold 49% interests in RFS and WFS. BIG offers
insurance products, principally to the Bank or for loans originated by
the Bank or its subsidiaries. BMG provides loan closing services for
the Bank, BMT, RFS, and WFS. BMT, RFS, and WFS originate mortgage
loans for sale to third parties as loan correspondents. BIC, HTW and
BM had minimal activity during the quarter and six months ended June
30, 2002. On February 1, 2002, BMG sold its 51% controlling interest
in RFS and WFS for its recorded carrying value plus $25,000. BMG may
receive up to $50,000 additional compensation from allocations of 25.5%
of any future net profits subject to certain conditions. Intercompany
accounts and transactions have been eliminated. The accompanying
consolidated financial statements have been prepared without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. In the opinion of management, the
consolidated financial statements contain all adjustments and
disclosures necessary to summarize fairly the financial position of the
Company as of June 30, 2002 and December 31, 2001, the results of
operations for the six months and the quarters ended June 30, 2002 and
2001, and changes in cash flows for the six months ended June 30, 2002
and 2001. The interim consolidated financial statements should be read
in conjunction with the notes to the consolidated financial statements
presented in the Companys Annual Report to Shareholders. The results
of the interim periods are not necessarily indicative of the results to
be expected for the complete fiscal year.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(2) |  | Comprehensive Income
|--- |  | --------------------



| |  | Statement of Financial Accounting Standards (SFAS) No. 130,
Reporting Comprehensive Income, was adopted by the Company on January
1, 1998. SFAS 130 establishes standards for reporting comprehensive
income. Comprehensive income includes net income and other
comprehensive net income which is defined as non-owner related
transactions in equity. The following table sets forth the amounts of
other comprehensive income (loss) included in equity along with the
related tax effect for the six months ended June 30, 2002 and 2001,
respectively.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                     |  |                |     |           |  |        |    |        |  |   |     | 
|---------------------------------------------------- |  | -------------- | --- | --------- |  | ------ | -- | ------ |  | - | --- | 
|                                                     |  |                |     |           |  | Tax    |    | Net of
|                                                     |  | Pre-Tax        |     | Expense   |  | Tax   
|                                                     |  | Amount         |     | (Benefit) |  | Amount
|                                                     |  |                |     |           |  |       
|                                                     |  | (In thousands)
|Six months ended June 30, 2002:                      |  |                |     |           |  |        |    |        |  |   |     | 
|Net unrealized gain on securities available for sale |  | $              | 210 |           |  | $      | 80 |        |  | $ | 130 | 
|                                                     |  |                |     |           |  |        |    |        |  |   |     | 
|Other comprehensive income                           |  | $              | 210 |           |  | $      | 80 |        |  | $ | 130 | 
|                                                     |  |                |     |           |  |        |    |        |  |   |     | 
|Six months ended June 30, 2001:                      |  |                |     |           |  |        |    |        |  |   |     | 
|Net
unrealized gain on securities available for sale |  | $              | 63  |           |  | $      | 38 |        |  | $ | 25  | 
|                                                     |  |                |     |           |  |        |    |        |  |   |     | 
|Other
comprehensive income                           |  | $              | 63  |           |  | $      | 38 |        |  | $ | 25  | 
|                                                     |  |                |     |           |  |        |    |        |  |   |     | 

| |  |                                                                                                                                                                                                  
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The following table sets forth the amounts of other comprehensive
income (loss) included in equity along with the related tax effect for
the quarters ended June 30, 2002 and 2001, respectively.

|                                                     |  |                |     |           |  |        |     |        |  |   |     |  
|---------------------------------------------------- |  | -------------- | --- | --------- |  | ------ | --- | ------ |  | - | --- | -
|                                                     |  |                |     |           |  | Tax    |     | Net of
|                                                     |  | Pre-Tax        |     | Expense   |  | Tax   
|                                                     |  | Amount         |     | (Benefit) |  | Amount
|                                                     |  |                |     |           |  |       
|                                                     |  | (In thousands)
|Quarter ended June 30, 2002:                         |  |                |     |           |  |        |     |        |  |   |     |  
|Net unrealized gain on securities available for sale |  | $              | 348 |           |  | $      | 132 |        |  | $ | 216 |  
|                                                     |  |                |     |           |  |        |     |        |  |   |     |  
|Other comprehensive income                           |  | $              | 348 |           |  | $      | 132 |        |  | $ | 216 |  
|                                                     |  |                |     |           |  |        |     |        |  |   |     |  
|Quarter ended June 30, 2001:                         |  |                |     |           |  |        |     |        |  |   |     |  
|Net unrealized loss on securities available for sale |  | $              | (4  | )         |  | $      | (2  | )      |  | $ | (2  | )
|                                                     |  |                |     |           |  |        |     |        |  |   |     |  
|Other comprehensive loss                             |  | $              | (4  | )         |  | $      | (2  | )      |  | $ | (2  | )
|                                                     |  |                |     |           |  |        |     |        |  |   |     |  



|(3) |  | Earnings Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The weighted average number of common shares outstanding during the six
months and quarters ended June 30, 2002 and 2001 was 907,609. The
effect of dilutive common stock options was 17,800 shares for the
quarter ended June 30, 2001. The dilutive effect of common stock
options is estimated at 24,981 for the quarter ended June 30, 2002.
The effect of dilutive common stock options was 17,800 shares for the
six months ended June 30, 2001. The dilutive effect of common stock
options is estimated at 22,645 for the six months ended June 30, 2002.
The contingent issuance of common stock as related to the
subordinated convertible capital debentures was anti-dilutive for the
quarter and six months ended June 30, 2001, as the
effect of the related interest expense exceeded the impact of
contingent issuance of common stock shares. For the quarter and six
months ended June 30, 2002, the effect of the subordinated
convertible capital debentures was to reflect the issuance of 240,000
shares of common stock and a reduction in interest expense of $49,000
and $97,000, and an additional tax expense of $19,000 and $37,000,
respectively.

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##### Table of Contents



PART I

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

General

The Companys Managements Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the information and
tables which follow.

Summary

Net income for the six months ended June 30, 2002 was $442,000 and the net
income for the six months ended June 30, 2001 was $159,000.

Financial Condition

Earning Assets. Average earning assets for the six months ended June 30, 2002
totaled $127,368,000, which represents 92.1% of average total assets. Average
earning assets for the six months ended June 30, 2001 totaled $103,552,000,
which represented 88.5% of average total assets. Earning assets totaled
$139,035,000 at June 30, 2002 and $119,209,000 at December 31, 2001.

Loan Portfolio.The Companys average loans for the six months ended June 30,
2002 were $98,666,000 and for the six months ended June 30, 2001 were
$81,938,000. The balance in total loans at June 30, 2002 was $99,036,000,
$97,225,000 at December 31, 2001 and $90,150,000 at June 30, 2001.

Investment Portfolio.The Companys investment securities portfolio averaged
$24,383,000 for the six months ended June 30, 2002 and $16,673,000 for the six
months ended June 30, 2001. The portfolio totaled $34,442,000 at June 30,
2002, $20,309,000 at December 31, 2001 and $14,557,000 at June 30, 2001.

The Company maintains an investment strategy of seeking portfolio yields within
acceptable risk levels, as well as providing liquidity. The Company maintains
two classifications of investment securities: Held to Maturity and Available
for Sale. The Available for Sale securities are carried at fair market
value, whereas the Held to Maturity securities are carried at amortized cost.
At June 30, 2002, there was an unrealized gain in the Available for Sale
portfolio of $257,000, an unrealized gain of $47,000 at December 31, 2001 and
an unrealized gain of $51,000 at June 30, 2001.

The average balance of securities Available for Sale during the six months
ended June 30, 2002 was $24,383,000 and the balance at June 30, 2002 was
$34,442,000. The average balance of securities Held to Maturity during the
six months ended June 30, 2002 was zero and there were no securities classified
as Held to Maturity at June 30, 2002.

The average balance of securities Available for Sale during the six months
ended June 30, 2001 was $16,673,000 and the balance at June 30, 2001 was
$14,557,000. The average balance of securities Available for Sale during the
quarter ended June 30, 2002 was $27,289,000 and $15,566,000 for the quarter
ended June 30, 2001. The average balance of securities Held to Maturity
during the six months ended June 30, 2001 and the balance at June 30, 2001 was
zero. The average balance of securities Held to Maturity during the quarter
ended June 30, 2002 was zero and $788,000 for the quarter ended June 30, 2001.

Deposits.The Companys average deposits were $118,622,000 for the six months
ended June 30, 2002. This included average non-interest-bearing deposits of
$8,891,000, average certificates of deposit of $75,944,000, average saving
deposits of $1,204,000 and average interest-bearing transaction accounts of
$32,583,000.

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The Companys average deposits for the six months ended June 30, 2001 were
$100,204,000. This included average non-interest-bearing deposits of
$7,321,000, average certificates of deposit of $66,885,000, average savings
deposits of $784,000 and average interest-bearing transaction accounts of
$25,214,000. Deposits totaled $129,720,000 at June 30, 2002, $111,017,000 at
December 31, 2001 and $104,217,000 at June 30, 2001.

Capital Resources.Shareholders equity totaled $9,946,000 as of June 30,
2002. This included $9,068,000 of common stock and additional paid-in-capital
plus retained earnings of $718,000 and accumulated other comprehensive income
in the form of an unrealized gain on securities available for sale of $160,000.

Long-Term Debt.The Company issued $3,000,000 of floating rate subordinated
convertible capital debentures (debentures) during September 1999. The
debentures convert to common stock of the Corporation on August 31, 2011 at a
conversion factor based upon the market value of the common stock on that date.
If converted before that date, the conversion will be based upon one share of
common stock for every $12.50 of debentures held. The debentures began
accruing interest on January 1, 2000 and pay interest every December 15 with
the final interest payment being made at maturity. Interest payment is based
upon a rate equal to the weighted average prime rate less 0.5%. There is a
6.5% floor on the average annual rate. Interest expense for the six months
ended June 30, 2002 and 2001 on the debentures totaled $97,000 and $110,000,
respectively.

Balance Sheet Management

Liquidity Management.Liquidity is the ability of a company to convert assets
into cash without significant loss and to raise funds by increasing
liabilities. Liquidity management involves having the ability to meet the
day-to-day cash flow requirements of its customers, whether they are depositors
wishing to withdraw funds or borrowers requiring funds to meet their credit
needs.

The primary function of asset/liability management is not only to assure
adequate liquidity in order for the Company to meet the needs of its customer
base, but to maintain an appropriate balance between interest-sensitive assets
and interest-sensitive liabilities so that the Company can profitably deploy
its assets. Both assets and liabilities are considered sources of liquidity
funding and both are, therefore, monitored on a daily basis.

The asset portion of the balance sheet provides liquidity primarily through
investments in federal funds and maturities of investment securities.
Additional sources of liquidity are loan repayments and possible prepayments
from the mortgage-backed securities from the investment portfolio.

The liability portion of the balance sheet provides liquidity through various
interest bearing and non-interest bearing deposit accounts. At June 30, 2002
and December 31, 2001, the Company had $3,500,000 of federal funds purchase
lines available at two correspondent banks. None of these lines were drawn at
June 30, 2002 or December 31, 2001.

At June 30, 2001 and December 31, 2001, the Bank had a $6,865,000 secured line
of credit with a regional bank. This line was not drawn. Investment
securities with a par value of $7,500,000 were pledged toward this line of
credit.

Because of the level of capital obtained in formation and from the funds
derived from the long-term debt issued in September 1999, no additional capital
funds or long-term debt are anticipated to be deemed necessary during the next
twelve months.

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##### Table of Contents



Results of Operations for the Six Months Ended June 30, 2002 and 2001

Net Interest Income.Net interest income is the principal component of a
financial institutions income stream and represents the spread between
interest and fee income generated from earning assets and the interest expense
paid on deposits. The following discussion is on a fully taxable equivalent
basis.

Net interest income for the six months ended June 30, 2002 totaled $2,518,000.
This was the result of interest income of $4,295,000 and interest expense of
$1,777,000. Interest income produced by the loan portfolio totaled $3,832,000,
interest income on investment securities totaled $426,000 and interest income
on federal funds totaled $37,000. Interest expense included $1,365,000 of
interest expense on certificates of deposit, interest expense of $68,000 on
interest-bearing transaction accounts, interest expense of $189,000 on money
market demand accounts, interest expense on savings accounts of $6,000,
interest expense on short-term borrowings and advances from the FHLB of $52,000
and interest expense on subordinated convertible capital debentures of $97,000.

Net interest income for the six months ended June 30, 2001 totaled $1,710,000.
This was the result of interest income of $4,308,000 and interest expense of
$2,598,000. Interest income produced by the loan portfolio totaled $3,709,000,
interest income on investment securities totaled $474,000, and interest income
on federal funds totaled $125,000. Interest expense included $2,055,000 of
interest expense on certificates of deposit, interest expense of $79,000 on
interest-bearing transaction accounts, interest expense of $285,000 on money
market demand accounts, interest expense of $5,000 on savings accounts,
interest expense on short-term borrowings and advances from the FHLB of $64,000
and interest expense on subordinated convertible capital debentures of
$110,000.

The trend in net interest income is commonly evaluated in terms of average
rates using the net interest margin and the interest rate spread. The net
interest margin, or the net yield on earning assets, is computed by dividing
fully taxable equivalent net interest income by average earning assets. This
ratio represents the difference between the average yield on average earning
assets and the average rate paid for all funds used to support those earning
assets.

The net interest margin for the six months ended June 30, 2002 was 3.99%. The
net cost of funds, defined as interest expense divided by average-earning
assets, was 2.81% and the yield on earning assets was 6.80% for the six months
ended June 30, 2002. The net interest margin for the six months ended June 30,
2001 was 3.33%. The net cost of funds for the six months ended June 30, 2001
was 5.06% and the yield on earning assets was 8.39%.

The interest rate spread measures the difference between the average yield on
earning assets and the average rate paid on interest bearing sources of funds.
The interest rate spread eliminates the impact of non-interest bearing funds
and gives a direct perspective on the effect of market interest rate movements.
During recent years, the net interest margins and interest rate spreads have
been under intense pressure to maintain historical levels, due in part to tax
laws that discouraged investment in tax-exempt securities and intense
competition for funds with non-bank institutions. The interest rate spread for
the six months ended June 30, 2002 was 3.78% and for the six months ended June
30, 2001 was 3.09%.

Allowance for Possible Loan Losses.Lending officers are responsible for the
ongoing review and administration of each loan. They make the initial
identification of loans that present some difficulty in collection or where
there is an indication that the probability of loss exists. Lending officers
are responsible for the collection effort on a delinquent loan. Senior
management is informed of the status of delinquent and problem loans on a
monthly basis.

Senior management makes recommendations monthly to the board of directors as to
charge-offs. Senior management reviews the allowance for possible loan losses
on a quarterly basis. The Companys policy is to discontinue interest accrual
when payment of principal and interest is 90 days or more in arrears, unless
there is sufficient collateral to justify continued accrual.

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##### Table of Contents



The allowance for possible loan losses represents managements assessment of
the risks associated with extending credit and its evaluation of the quality of
the loan portfolio. Management analyzes the loan portfolio to determine the
adequacy of the allowance for possible loan losses and the appropriate
provisions required to maintain a level considered adequate to absorb
anticipated loan losses. In assessing the adequacy of the allowance,
management reviews the size, quality and risk of loans in the portfolio.
Management also considers such factors as loan loss experience, the amount of
past due and non-performing loans, specific known risk, the status and amount
of non-performing assets, underlying collateral values securing loans, current
and anticipated economic conditions and other factors which affect the
allowance for potential credit losses.

While it is the Companys policy to charge off in the current period the loans
in which a loss is considered probable, there are additional risks of future
losses that cannot be quantified precisely or attributed to particular loans or
classes of loans. Because these risks include the state of the economy,
managements judgment as to the adequacy of the allowance is necessarily
approximate and imprecise.

Management believes that the $955,000 at June 30, 2002 and $1,000,000 at
December 31, 2001 in the allowance for possible loan losses are adequate to
absorb known risks in the portfolio. No assurance can be given, however, that
adverse economic circumstances will not result in increased losses in the loan
portfolio, and require greater provisions for possible loan losses in the
future.

Non-performing Assets. Non-performing assets include non-performing loans and
foreclosed real estate held for sale. Non-performing loans include loans
classified as non-accrual or renegotiated. The Companys policy is to place a
loan on non-accrual status when it is contractually past due 90 days or more as
to payment of principal or interest unless there is reason to believe the
collection of principal and interest is fairly certain. At the time a loan is
placed on non-accrual status, interest previously accrued but not collected is
reversed and charged against current earnings. Recognition of any interest
after a loan has been placed on non-accrual is accounted for on a cash basis.

There were no impaired loans at June 30, 2002 or at December 31, 2001. There
were no loans past due ninety days or more and still accruing interest at June
30, 2002 or December 31, 2001. Loans on non-accrual status at June 30, 2002
totaled $86,000 and $59,000 at December 31, 2001. Foreclosed real estate held
for sale (other real estate) at June 30, 2002 totaled $103,000 and there was no
other real estate at December 31, 2001

Non-interest Income. Non-interest income consists of revenues generated from a
broad range of financial services and activities including fee-based services
and increase in the cash surrender value of officers life insurance. In
addition, any gains or losses realized from the sale of investment portfolio
securities available for sale are included in non-interest income.

Non-interest income totaled $724,000 for the six months ended June 30, 2002.
This included $33,000 on service charge on deposit accounts, insufficient funds
income of $303,000, other fees of $59,000, $68,000 from the increase in the
cash surrender value of the officers life insurance and $261,000 of other
non-interest income including brokerage income and mortgage loan origination
fees. There were no gains or losses on securities during the six months ended
June 30, 2002.

Non-interest income totaled $723,000 for the six months ended June 30, 2001.
This included $18,000 from service charges on deposit accounts, insufficient
funds income of $205,000, other fees of $42,000, $42,000 from the increase in
the cash surrender value of the officers life insurance and $416,000 of other
non-interest income, including brokerage income and mortgage loan origination
fees. There were no gains or losses on securities during the six months ended
June 30, 2001.

Non-interest Expenses. Non-interest expense for the six months ended June 30,
2002 totaled $2,583,000. Salaries and employee benefits for the six months
ended June 30, 2002 totaled $1,377,000. Occupancy expenses for the six months
ended June 30, 2002 totaled $166,000 while furniture and equipment expenses
totaled $185,000. Other non-interest expenses totaled $855,000. Other
non-interest expenses include advertising, data processing expenses, supplies
and printing, telephone, postage and legal and audit fees.

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Non-interest expense for the six months ended June 30, 2001 totaled $2,145,000.
Salaries and employee benefits for the six months ended June 30, 2001 totaled
$1,123,000. Occupancy expense for the six months ended June 30, 2001 totaled
$126,000 while furniture and equipment expense totaled $140,000. All other
non-interest expenses totaled $756,000 for the six months ended June 30, 2001.
Other non-interest expenses include advertising, data processing expense,
supplies and printing, telephone, postage, legal and audit.

Income Taxes.For the six months ended June 30, 2002 the Company incurred
income tax expenses of $213,000 for an effective tax rate of 32.5%. For the
six months ended June 30, 2001 the Company incurred income tax expenses of
$77,000 for an effective tax rate of 32.6%. Approximately $68, 000 of income
earned during the six months ended June 30, 2002 is exempt from income taxes
and approximately $42,000 of income earned during the six months ended June 30,
2001 is exempt from income taxes.

Results of Operations for the Quarters Ended June 30, 2001 and 2000

Net Interest Income.Net interest income is the principal component of a
financial institutions income stream and represents the spread between
interest and fee income generated from earning assets and the interest expense
paid on deposits. The following discussion is on a fully taxable equivalent
basis.

Net interest income for the quarter ended June 30, 2002 totaled $1,303,000.
This was the result of interest income of $2,190,000 and interest expense of
$887,000. Interest income produced by the loan portfolio totaled $1,927,000,
interest income on investment securities totaled $241,000 and interest income
on federal funds totaled $22,000. The interest expense included $675,000 of
interest expense on certificates of deposit, interest expense of $33,000 on
interest-bearing transaction accounts, interest expense of $100,000 on money
market demand accounts, interest expense on savings accounts of $3,000,
interest expense on short-term borrowings and advances from FHLB of $27,000 and
interest expense on subordinated convertible capital debentures of $49,000.

Net interest income for the quarter ended June 30, 2001 totaled $921,000. This
was the result of interest income of $2,160,000 and interest expense of
$1,239,000. Interest income produced by the loan portfolio totaled $1,922,000,
interest income on investment securities totaled $208,000, and interest income
on federal funds totaled $30,000. Interest expense included $977,000 of
interest expense on certificates of deposit, interest expense of $36,000 on
interest-bearing transaction accounts, interest expense of $151,000 on money
market demand accounts, interest expense on savings accounts of $2,000.
Further interest expense was incurred related to short-term borrowings and
subordinated convertible capital debentures of $22,000 and $51,000,
respectively.

The trend in net interest income is commonly evaluated in terms of average
rates using the net interest margin and the interest rate spread. The net
interest margin, or the net yield on earning assets, is computed by dividing
fully taxable equivalent net interest income by average earning assets. This
ratio represents the difference between the average yield on average earning
assets and the average rate paid for all funds used to support those earning
assets.

The net interest margin for the quarter ended June 30, 2002 was 3.95%. The net
cost of funds, defined as interest expense divided by average-earning assets,
was 2.69% and the yield on earning assets was 6.64% for the quarter ended June
30, 2002. The net interest margin for the quarter ended June 30, 2001 was
3.58%. The net cost of funds for the quarter ended June 30, 2001 was 4.81% and
the yield on earning assets was 8.39%.

The interest rate spread measures the difference between the average yield on
earning assets and the average rate paid on interest bearing sources of funds.
The interest rate spread eliminates the impact of non-interest bearing funds
and gives a direct perspective on the effect of market interest rate movements.
During recent years, the net interest margins and interest rate spreads have
been under intense pressure to maintain historical levels, due in part to tax
laws that discouraged investment in tax-exempt securities and intense
competition for funds with non-bank institutions. The interest rate spread for
the quarter ended June 30, 2002 was 3.75% and for the quarter ended June 30,
2001 was 3.36%.

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Non-interest Income. Non-interest income consists of revenues generated from a
broad range of financial services and activities including fee-based services
and increase in the cash surrender value of officers life insurance. In
addition, any gains or losses realized from the sale of investment portfolio
securities available for sale are included in non-interest income.

Non-interest income totaled $366,000 for the quarter ended June 30, 2002. This
included $12,000 on service charge on deposit accounts, insufficient funds
income of $163,000 other fees of $34,000, $44,000 from the increase in the cash
surrender value of the officers life insurance and $113,000 of other
non-interest income including brokerage income. There were no gains or losses
on securities during the quarter ended June 30, 2002.

Non-interest income totaled $454,000 for the quarter ended June 30, 2001. This
included $13,000 from service charges on deposit accounts, insufficient funds
income of $96,000, other fees of $28,000, increase in cash surrender value of
officers life insurance of $21,000 and $296,000 of other non-interest income
including brokerage income. There were no gains or losses on securities during
the quarter ended June 30, 2001.

Non-interest Expenses. Non-interest expense for the quarter ended June 30, 2002
totaled $1,287,000. Salaries and employee benefits for the quarter ended June
30, 2002 totaled $702,000. Occupancy expenses for the quarter ended June 30,
2002 totaled $87,000 while furniture and equipment expenses totaled $97,000.
Other non-interest expenses totaled $401,000. Other non-interest expenses
include advertising, data processing expenses, supplies and printing,
telephone, postage and legal and audit fees.

Non-interest expense for the quarter ended June 30, 2001 totaled $1,170,000.
Salaries and employee benefits for the quarter ended June 30, 2001 totaled
$631,000. Occupancy expense for the quarter ended June 30, 2001 totaled
$63,000 while furniture and equipment expense totaled $77,000. All other
non-interest expenses totaled $399,000 for the quarter ended June 30, 2001 and
included advertising, data processing expense, supplies and printing,
telephone, postage legal and audit fees.

Income Taxes.For the quarter ended June 30, 2002 the Company incurred income
tax expenses of $112,000 for an effective tax rate of 29.6%. For the quarter
ended June 30, 2001 the Company incurred income tax expenses of $59,000 for an
effective tax rate of 35.5%. Approximately $21,000 of income earned during the
quarter ended June 30, 2001 is exempt from income taxes and approximately
$44,000 of income earned during the six months ended June 30, 2002 is exempt
from income taxes.

Return on Equity and Assets

Return on assets (net income divided by average total assets) for the six
months ended June 30, 2002 was 0.64%. Return on assets for the six months
ended June 30, 2001 was 0.27%. Return on assets for the quarter ended June 30,
2002 was 0.75% while return on assets for the quarter ended June 30, 2001 was
0.37%.

Return on equity (net income divided by average equity) for the six months
ended June 30, 2002 was 9.29%. Return on equity for the six months ended June
30, 2001 was 3.49%. Return on equity for the quarter ended June 30, 2002 was
10.98% while return on equity for the quarter ended June 30, 2001 was 4.62%.

Equity to assets (average equity divided by average total assets) for the six
months ended June 30, 2002 was 6.93%. Equity to assets for the six months ended
June 30, 2001 was 7.85%. Equity to assets for the quarter ended June 30, 2002
was 6.79% while equity to assets for the quarter ended June 30, 2001 was 7.92%.

There were no dividends paid during the quarters or six months ended June 30,
2002 or 2001, so no dividend payout ratio is presented.

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##### Table of Contents



Effects of Inflation and Changing Prices

Inflation generally increases the cost of funds and operating overhead and to
the extent loans and other assets bear variable rates, the yields on such
assets. Unlike most industrial companies, virtually all of the assets and
liabilities of a financial institution are monetary in nature. As a result,
interest rates generally have a more significant impact on the performance of a
financial institution than the effects of general levels of inflation.
Although interest rates do not necessarily move in the same direction or to the
same extent as the prices of goods and services, increases in inflation
generally have resulted in increased interest rates. In addition, inflation
affects financial institutions cost of goods and services purchased, the cost
of salaries and benefits, occupancy expense and similar items. Inflation and
related increases in interest rates generally decrease the market value of
investments and loans held and may adversely affect liquidity, earnings and
stockholders equity. Mortgage loan originations and refinancings tend to slow
as interest rates increase and can reduce the Companys earnings from such
activities and the income from the sale of residential mortgage loans in the
secondary market.

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##### Table of Contents



Average Balance Sheet and Net Interest Income

The following table sets forth weighted yields earned by the Company on
its earning assets and the weighted average rates paid on its deposits and
other interest-bearing liabilities for the six months ended June 30, 2002 and
certain other information:

|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |      |  
|--------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------- | ------- | ------ | ------- | - | -------- | --- | ------- |  | ---- | ---- | -
|                                                    |                                                  |                                                   |         |        |         |   | Interest |     | Average
|                                                    |                                                  |                                                   | Average |        | Income/ |   | Yields/ 
|                                                    |                                                  |                                                   | Balance |        | Expense |   | Rates   
|                                                    |                                                  |                                                   |         |        |         |   |         
|Assets:                                             |                                                  | (Fully taxable equivalent - dollars in thousands)
|Interest-earning assets:                            |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Loans                                               |                                                  | $                                                 | 98,666  |        |         | $ | 3,832    |     |         |  | 7.83 | %   
|Investment securities:                              |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|                                                    | U.S. Treasury and other U.S. government agencies |                                                   |         | 24,383 |         |   |          | 426 |         |  |      | 3.52 | %
|                                                    | States and municipalities                        |                                                   |         |       |         |   |          |    |         |  |      | N/A  |  
|Federal funds sold                                  |                                                  |                                                   | 4,319   |        |         |   | 37       |     |         |  | 1.73 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Total interest-earning assets/interest income       |                                                  |                                                   | 127,368 |        |         |   | 4,295    |     |         |  | 6.80 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Cash and due from banks                             |                                                  |                                                   | 3,103   |        |         |   |          |     |         |  |      |     
|Other assets                                        |                                                  |                                                   | 8,831   |        |         |   |          |     |         |  |      |     
|Allowance for possible loan losses                  |                                                  |                                                   | (995    | )      |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Total assets                                        |                                                  | $                                                 | 138,307 |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Liabilities and shareholders equity:               |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Interest-bearing liabilities:                       |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Demand deposits and savings accounts                |                                                  | $                                                 | 33,787  |        |         |   | 263      |     |         |  | 1.57 | %   
|Certificates of deposit                             |                                                  |                                                   | 75,944  |        |         |   | 1,365    |     |         |  | 3.62 | %   
|Short-term borrowings                               |                                                  |                                                   | 5,959   |        |         |   | 52       |     |         |  | 1.76 | %   
|Subordinated convertible capital debentures         |                                                  |                                                   | 3,000   |        |         |   | 97       |     |         |  | 6.52 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Total interest-bearing liabilities/interest expense |                                                  |                                                   | 118,690 |        |         |   | 1,777    |     |         |  | 3.02 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Non-interest-bearing demand deposits                |                                                  |                                                   | 8,891   |        |         |   |          |     |         |  |      |     
|Other liabilities                                   |                                                  |                                                   | 1,135   |        |         |   |          |     |         |  |      |     
|Shareholders equity                                |                                                  |                                                   | 9,591   |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Total liabilities and shareholders equity          |                                                  | $                                                 | 138,307 |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Net interest earnings                               |                                                  |                                                   |         |        |         | $ | 2,518    |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Net interest income on interest-earning assets      |                                                  |                                                   |         |        |         |   |          |     |         |  | 3.99 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Taxable equivalent adjustment:                      |                                                  |                                                   |         |        |         |   | N/A      |     |         |  |      |     

15



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##### Table of Contents



The following table sets forth weighted yields earned by the Company on
its earning assets and the weighted average rates paid on its deposits and
other interest-bearing liabilities for the six months ended June 30, 2001 and
certain other information:

|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|--------------------------------------------------- |  | ------------------------------------------------- | ------- | ------- |  | -------- | ----- | ------- |  |  | ---- | - |  | 
|                                                    |  |                                                   |         |         |  | Interest |       | Average |  |  |      |  
|                                                    |  | Average                                           |         | Income/ |  | Yields/  |       |         |  | 
|                                                    |  | Balance                                           |         | Expense |  | Rates    |       |         |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  | 
|Assets:                                             |  | (Fully taxable equivalent - dollars in thousands) |         |         |  |         
|Interest-earning assets:                            |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Loans                                               |  | $                                                 | 81,938  |         |  | $        | 3,709 |         |  |  | 9.13 | % |  | 
|U.S. Treasury and other U.S. government agencies    |  |                                                   | 16,673  |         |  |          | 474   |         |  |  | 5.73 | % |  | 
|States and municipalities                           |  |                                                   |        |         |  |          |      |         |  |  | N/A  |   |  | 
|Federal funds sold                                  |  |                                                   | 4,941   |         |  |          | 125   |         |  |  | 5.10 | % |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Total interest-earning assets/interest income       |  |                                                   | 103,552 |         |  |          | 4,308 |         |  |  | 8.39 | % |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Cash and due from banks                             |  |                                                   | 5,719   |         |  |          |       |         |  |  |      |   |  | 
|Other assets                                        |  |                                                   | 8,630   |         |  |          |       |         |  |  |      |   |  | 
|Allowance for possible loan losses                  |  |                                                   | (950    | )       |  |          |       |         |  |  |      |   |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Total assets                                        |  | $                                                 | 116,951 |         |  |          |       |         |  |  |      |   |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Liabilities and shareholders equity:               |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Interest-bearing liabilities:                       |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Demand deposits and savings accounts                |  | $                                                 | 25,998  |         |  |          | 369   |         |  |  | 2.86 | % |  | 
|Certificates of deposit                             |  |                                                   | 66,885  |         |  |          | 2,055 |         |  |  | 6.20 | % |  | 
|Short-term borrowings                               |  |                                                   | 3,022   |         |  |          | 64    |         |  |  | 4.27 | % |  | 
|Subordinated convertible capital debentures         |  |                                                   | 3,000   |         |  |          | 110   |         |  |  | 7.39 | % |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Total interest-bearing liabilities/interest expense |  |                                                   | 98,905  |         |  |          | 2,598 |         |  |  | 5.30 | % |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Non-interest-bearing demand deposits                |  |                                                   | 7,321   |         |  |          |       |         |  |  |      |   |  | 
|Other liabilities                                   |  |                                                   | 1,548   |         |  |          |       |         |  |  |      |   |  | 
|Shareholders equity                                |  |                                                   | 9,177   |         |  |          |       |         |  |  |      |   |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Total liabilities and shareholders equity          |  | $                                                 | 116,951 |         |  |          |       |         |  |  |      |   |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Net interest earnings                               |  |                                                   |         |         |  | $        | 1,710 |         |  |  |      |   |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Net interest income on interest-earning assets      |  |                                                   |         |         |  |          |       |         |  |  | 3.33 | % |  | 
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |   |  | 
|Taxable equivalent adjustment:                      |  |                                                   |         |         |  |          | N/A   |         |  |  |      |   |  | 

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The following table presents changes in the Companys various categories of
interest income and interest expense based upon the change in the average rate
and the change in the average volume from the six months ended June 30, 2002 to
the six months ended June 30, 2001 (in thousands).

|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |     |      |   |  | 
|------------------------------------------- | ----- | ---------------------------------- | ----------- | ------ | ---- | ---------- | ---- | ------ | ------ | ---------- | --- | ----------- | --- | ---------- | ---- | --- | ---- | - |  | 
|                                            |       |                                    |             |        |      |            |      |        |        | INCREASE   |     | INCREASE    |     | INCREASE  
|                                            |       |                                    |             |        |      |            |      |        |        | (DECREASE) |     | (DECREASE)  |     | (DECREASE)
|                                            |       |                                    |             |        |      | INCREASE   |      | DUE TO |        | DUE TO     |     | DUE TO RATE
|                                            |       |                                    |             |        |      | (DECREASE) |      | RATE   |        | VOLUME     |     | AND VOLUME 
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |            
|                                            |       |                                    |             | ASSETS |      |            |      |        |        |            |     |             |     |            |      |     |      |   |  | 
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|Interest earning assets:                    |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|Interest bearing deposits with other banks  |       | $                                  |            |        |      | $          |     |        |        | $          |    |             |     | $          |     |    
|Federal funds sold                          |       |                                    | (88         | )      |      |            | (83  | )      |        |            | (16 | )           |     |            | 11   |    
|Investment securities                       |       |                                    | (48         | )      |      |            | (183 | )      |        |            | 219 |             |     |            | (84  | )  
|Loans                                       |       |                                    | 123         |        |      |            | (527 | )      |        |            | 757 |             |     |            | (107 | )  
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|                                            |       | Total interest earning assets      |             |        | (13  | )          |      |        | (793   | )          |     |             | 960 |            |      |     | (180 | )
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|                                            |       |                                    | LIABILITIES |        |      |            |      |        |        |            |     |             |     |            |      |     |      |   | 
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|Interest bearing liabilities:               |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|Demand deposits and savings accounts        |       |                                    | (106        | )      |      |            | (167 | )      |        |            | 111 |             |     |            | (50  | )  
|Certificates of deposits                    |       |                                    | (690        | )      |      |            | (853 | )      |        |            | 278 |             |     |            | (115 | )  
|Short-term borrowings and
FHLB advances     |       |                                    | (12         | )      |      |            | (38  | )      |        |            | 62  |             |     |            | (36  | )  
|Subordinated convertible
capital debentures |       |                                    | (13         | )      |      |            | (13  | )      |        |            |    |             |     |            |     |    
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|                                            |       | Total interest bearing liabilities |             |        | (821 | )          |      |        | (1,071 | )          |     |             | 451 |            |      |     | (201 | )
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    
|                                            | Total |                                    | $           | 808    |      |            | $    | 278    |        |            | $   | 509         |     |            | $    | (21 | )   
|                                            |       |                                    |             |        |      |            |      |        |        |            |     |             |     |            |      |    

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##### Table of Contents



Average Balance Sheet and Net Interest Income

The following table sets forth weighted yields earned by the Company on
its earning assets and the weighted average rates paid on its deposits and
other interest-bearing liabilities for the quarter ended June 30, 2002
indicated and certain other information:

|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |      |  
|--------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------- | ------- | ------ | ------- | - | -------- | --- | ------- |  | ---- | ---- | -
|                                                    |                                                  |                                                   |         |        |         |   | Interest |     | Average
|                                                    |                                                  |                                                   | Average |        | Income/ |   | Yields/ 
|                                                    |                                                  |                                                   | Balance |        | Expense |   | Rates   
|                                                    |                                                  |                                                   |         |        |         |   |         
|Assets:                                             |                                                  | (Fully taxable equivalent - dollars in thousands)
|Interest-earning assets:                            |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Loans                                               |                                                  | $                                                 | 99,826  |        |         | $ | 1,927    |     |         |  | 7.74 | %   
|Investment securities:                              |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|                                                    | U.S. Treasury and other U.S. government agencies |                                                   |         | 27,288 |         |   |          | 241 |         |  |      | 3.54 | %
|                                                    | States and municipalities                        |                                                   |         |       |         |   |          |    |         |  |      | N/A  |  
|Federal funds sold                                  |                                                  |                                                   | 5,170   |        |         |   | 22       |     |         |  | 1.71 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Total interest-earning assets/interest income       |                                                  |                                                   | 132,284 |        |         |   | 2,190    |     |         |  | 6.64 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Cash and due from banks                             |                                                  |                                                   | 3,032   |        |         |   |          |     |         |  |      |     
|Other assets                                        |                                                  |                                                   | 8,861   |        |         |   |          |     |         |  |      |     
|Allowance for possible loan losses                  |                                                  |                                                   | (978    | )      |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Total assets                                        |                                                  | $                                                 | 143,199 |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Liabilities and shareholders equity:               |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Interest-bearing liabilities:                       |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Demand deposits and savings accounts                |                                                  | $                                                 | 35,151  |        |         |   | 136      |     |         |  | 1.55 | %   
|Certificates of deposit                             |                                                  |                                                   | 79,051  |        |         |   | 675      |     |         |  | 3.42 | %   
|Short-term borrowings and FHLB advances             |                                                  |                                                   | 6,018   |        |         |   | 27       |     |         |  | 1.80 | %   
|Subordinated convertible capital debentures         |                                                  |                                                   | 3,000   |        |         |   | 49       |     |         |  | 6.55 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Total interest-bearing liabilities/interest expense |                                                  |                                                   | 123,220 |        |         |   | 887      |     |         |  | 2.89 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Non-interest-bearing demand deposits                |                                                  |                                                   | 8,990   |        |         |   |          |     |         |  |      |     
|Other liabilities                                   |                                                  |                                                   | 1,272   |        |         |   |          |     |         |  |      |     
|Shareholders equity                                |                                                  |                                                   | 9,717   |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Total liabilities and shareholders equity          |                                                  | $                                                 | 143,199 |        |         |   |          |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Net interest earnings                               |                                                  |                                                   |         |        |         | $ | 1,303    |     |         |  |      |     
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Net interest income on interest-earning assets      |                                                  |                                                   |         |        |         |   |          |     |         |  | 3.95 | %   
|                                                    |                                                  |                                                   |         |        |         |   |          |     |         |  |      |     
|Taxable equivalent adjustment:                      |                                                  |                                                   |         |        |         |   | N/A      |     |         |  |      |     

18



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##### Table of Contents



The following table sets forth weighted yields earned by the Company on
its earning assets and the weighted average rates paid on its deposits and
other interest-bearing liabilities for the quarter ended June 30, 2001
indicated and certain other information:

|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|--------------------------------------------------- |  | ------------------------------------------------- | ------- | ------- |  | -------- | ----- | ------- |  |  | ---- | -
|                                                    |  |                                                   |         |         |  | Interest |       | Average
|                                                    |  | Average                                           |         | Income/ |  | Yields/ 
|                                                    |  | Balance                                           |         | Expense |  | Rates   
|                                                    |  |                                                   |         |         |  |         
|Assets:                                             |  | (Fully taxable equivalent - dollars in thousands)
|Interest-earning assets:                            |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Loans                                               |  | $                                                 | 84,997  |         |  | $        | 1,922 |         |  |  | 9.07 | %
|U.S. Treasury and other U.S. government agencies    |  |                                                   | 15,566  |         |  |          | 208   |         |  |  | 5.36 | %
|States and municipalities                           |  |                                                   |        |         |  |          |      |         |  |  |     |  
|Federal funds sold                                  |  |                                                   | 2,758   |         |  |          | 30    |         |  |  | 4.36 | %
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Total interest-earning assets/interest income       |  |                                                   | 103,321 |         |  |          | 2,160 |         |  |  | 8.39 | %
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Cash and due from banks                             |  |                                                   | 6,205   |         |  |          |       |         |  |  |      |  
|Other assets                                        |  |                                                   | 8,973   |         |  |          |       |         |  |  |      |  
|Allowance for possible loan losses                  |  |                                                   | (955    | )       |  |          |       |         |  |  |      |  
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Total assets                                        |  | $                                                 | 117,544 |         |  |          |       |         |  |  |      |  
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Liabilities and shareholders equity:               |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Interest-bearing liabilities:                       |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Demand deposits and savings accounts                |  | $                                                 | 27,394  |         |  |          | 189   |         |  |  | 2.77 | %
|Certificates of deposit                             |  |                                                   | 65,488  |         |  |          | 977   |         |  |  | 5.98 | %
|Short-term borrowings and FHLB advances             |  |                                                   | 2,391   |         |  |          | 22    |         |  |  | 3.69 | %
|Subordinated convertible capital debentures         |  |                                                   | 3,000   |         |  |          | 51    |         |  |  | 6.82 | %
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Total interest-bearing liabilities/interest expense |  |                                                   | 98,273  |         |  |          | 1,239 |         |  |  | 5.06 | %
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Non-interest-bearing demand deposits                |  |                                                   | 8,124   |         |  |          |       |         |  |  |      |  
|Other liabilities                                   |  |                                                   | 1,837   |         |  |          |       |         |  |  |      |  
|Shareholders equity                                |  |                                                   | 9,310   |         |  |          |       |         |  |  |      |  
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Total liabilities and shareholders equity          |  | $                                                 | 117,544 |         |  |          |       |         |  |  |      |  
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Net interest earnings                               |  |                                                   |         |         |  | $        | 921   |         |  |  |      |  
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Net interest income on interest-earning assets      |  |                                                   |         |         |  |          |       |         |  |  | 3.58 | %
|                                                    |  |                                                   |         |         |  |          |       |         |  |  |      |  
|Taxable equivalent adjustment:                      |  |                                                   |         |         |  |          | N/A   |         |  |  |      |  

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The following table presents changes in the Companys various categories of
interest income and interest expense based upon the change in the average rate
and the change in the average volume from the quarter ended June 30, 2002 to
the quarter ended June 30, 2001 (in thousands).

|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |   |      |   |  | 
|------------------------------------------- | ----- | ---------------------------------- | ----------- | ------ | ---- | ---------- | ---- | ------ | ---- | ---------- | --- | ----------- | --- | ---------- | --- | - | ---- | - |  | 
|                                            |       |                                    |             |        |      |            |      |        |      | INCREASE   |     | INCREASE    |     | INCREASE  
|                                            |       |                                    |             |        |      |            |      |        |      | (DECREASE) |     | (DECREASE)  |     | (DECREASE)
|                                            |       |                                    |             |        |      | INCREASE   |      | DUE TO |      | DUE TO     |     | DUE TO RATE
|                                            |       |                                    |             |        |      | (DECREASE) |      | RATE   |      | VOLUME     |     | AND VOLUME 
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |            
|                                            |       |                                    |             | ASSETS |      |            |      |        |      |            |     |             |     |            |     |   |      |   |  | 
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|Interest earning assets:                    |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|Federal funds sold                          |       | $                                  | (8          | )      |      | $          | (18  | )      |      | $          | 26  |             |     | $          | (16 | )
|Investment securities                       |       |                                    | 33          |        |      |            | (71  | )      |      |            | 157 |             |     |            | (53 | )
|Loans                                       |       |                                    | 5           |        |      |            | (281 | )      |      |            | 335 |             |     |            | (49 | )
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|                                            |       | Total interest earning assets      |             |        | 30   |            |      |        | (370 | )          |     |             | 518 |            |     |   | (118 | )
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|                                            |       |                                    | LIABILITIES |        |      |            |      |        |      |            |     |             |     |            |     |   |      |   | 
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|Interest bearing liabilities:               |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|Demand deposits and savings accounts        |       |                                    | (53         | )      |      |            | (83  | )      |      |            | 54  |             |     |            | (24 | )
|Certificates of deposits                    |       |                                    | (302        | )      |      |            | (418 | )      |      |            | 202 |             |     |            | (86 | )
|Short-term borrowings
and FHLB advances     |       |                                    | 5           |        |      |            | (11  | )      |      |            | 33  |             |     |            | (17 | )
|Subordinated convertible
capital debentures |       |                                    | (2          | )      |      |            | (2   | )      |      |            |    |             |     |            |    |  
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|                                            |       | Total interest bearing liabilities |             |        | (352 | )          |      |        | (514 | )          |     |             | 289 |            |     |   | (127 | )
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  
|                                            | Total |                                    | $           | 382    |      |            | $    | 144    |      |            | $   | 229         |     |            | $   | 9 |     
|                                            |       |                                    |             |        |      |            |      |        |      |            |     |             |     |            |     |  

Amounts are adjusted to a fully taxable basis, based on the statutory Federal
income tax rates, adjusted for applicable state income taxes net of the related
Federal tax benefit. The effect of volume change is computed by multiplying
the change in volume by the prior year rate. The effect of rate change is
computed by multiplying the change in rate by the prior year volume.
Rate/volume change is computed by multiplying the change in volume by the
change in rate.

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Assets

The management of the Company considers many criteria in managing assets,
including creditworthiness, diversification and structural characteristics,
maturity and interest rate sensitivity. The following table sets forth the
Companys interest-earning assets by category at June 30, 2002 and December 31,
2001 (in thousands):

|                        |  |               |         |                   |  |   |         | 
|----------------------- |  | ------------- | ------- | ----------------- |  | - | ------- | 
|                        |  | June 30, 2002 |         | December 31, 2001
|                        |  |               |         |                  
|Investment securities   |  | $             | 34,442  |                   |  | $ | 20,309  | 
|Federal funds sold      |  |               | 5,967   |                   |  |   | 1,675   | 
|Loans:                  |  |               |         |                   |  |   |         | 
|Real estate             |  |               | 72,942  |                   |  |   | 73,319  | 
|Commercial and other    |  |               | 25,684  |                   |  |   | 23,906  | 
|                        |  |               |         |                   |  |   |         | 
|Total loans             |  |               | 98,626  |                   |  |   | 97,225  | 
|                        |  |               |         |                   |  |   |         | 
|Interest-earning assets |  | $             | 139,035 |                   |  | $ | 119,209 | 
|                        |  |               |         |                   |  |   |         | 

Investment Portfolio

The Company has classified all investment securities as either available for
sale or held to maturity depending upon whether the Company has the intent and
ability to hold the investment securities to maturity. The classification of
certain investment securities as available for sale is consistent with the
Companys investment philosophy of maintaining flexibility to manage the
portfolio. At June 30, 2002, approximately $34,442,000 of investment securities
was classified as available for sale and at December 31, 2001, approximately
$20,309,000 of investment securities was classified as available for sale.
Approximately $257,000 and $47,000 of unrealized gains were included in
shareholders equity related to the available for sale investment securities as
of June 30, 2002 and December 31, 2001, respectively. There were no securities
classified as held to maturity at June 30, 2002 and December 31, 2001,
respectively.

At June 30, 2002, obligations of the United States Government or its agencies
represented 100% of the total investment debt portfolio. The following table
presents the carrying amounts of the Companys investment portfolio at June 30,
2002 (in thousands):

|                                         |  |           |        |            |  |   |        | 
|---------------------------------------- |  | --------- | ------ | ---------- |  | - | ------ | 
|                                         |  | Amortized |        | Estimated 
|                                         |  | Cost      |        | Fair Value
|                                         |  |           |        |           
|Available for sale:                      |  |           |        |            |  |   |        | 
|U.S. Treasury                            |  | $         | 1,002  |            |  | $ | 1,012  | 
|U.S. Government agencies                 |  |           | 32,428 |            |  |   | 32,675 | 
|States and political subdivisions        |  |           |       |            |  |   |       | 
|Other securities                         |  |           |       |            |  |   |       | 
|                                         |  |           |        |            |  |   |        | 
|Total available for sale-debt securities |  |           | 33,430 |            |  |   | 33,687 | 
|Federal Reserve Bank stock               |  |           | 404    |            |  |   | 404    | 
|Federal Home Loan Bank stock             |  |           | 351    |            |  |   | 351    | 
|                                         |  |           |        |            |  |   |        | 
|Total available for sale                 |  | $         | 34,185 |            |  | $ | 34,442 | 
|                                         |  |           |        |            |  |   |        | 

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At December 31, 2001, obligations of the United States Government or its
agencies represented 100% of the total investment debt portfolio. The
following table presents the carrying amounts of the Companys investment
portfolio at December 31, 2001 (in thousands):

|                                           |  |           |        |            |  |   |        | 
|------------------------------------------ |  | --------- | ------ | ---------- |  | - | ------ | 
|                                           |  | Amortized |        | Estimated 
|                                           |  | Cost      |        | Fair Value
|                                           |  |           |        |           
|Available for sale:                        |  |           |        |            |  |   |        | 
|U.S. Treasury                              |  | $         | 1,003  |            |  | $ | 1,003  | 
|U.S. Government agencies                   |  |           | 18,588 |            |  |   | 18,635 | 
|States and political subdivisions          |  |           |       |            |  |   |       | 
|Other securities                           |  |           |       |            |  |   |       | 
|                                           |  |           |        |            |  |   |        | 
|Total available for sale  debt securities |  |           | 19,591 |            |  |   | 19,638 | 
|                                           |  |           |        |            |  |   |        | 
|Federal Reserve Bank stock                 |  |           | 351    |            |  |   | 351    | 
|Federal Home Loan Bank Stock               |  |           | 320    |            |  |   | 320    | 
|                                           |  |           |        |            |  |   |        | 
|Total available for sale                   |  | $         | 20,262 |            |  | $ | 20,309 | 
|                                           |  |           |        |            |  |   |        | 

The following table presents the maturity distribution of the carrying value
and estimated fair value of the Companys investment debt portfolio at June 30,
2002. The weighted average yields on these instruments are presented based on
final maturity (dollars in thousands).

|                                                     |  |           |        |            |  |               |        |  |  |   |      |  
|---------------------------------------------------- |  | --------- | ------ | ---------- |  | ------------- | ------ |  |  | - | ---- | -
|                                                     |  | Amortized |        | Estimated  |  | Weighted     
|                                                     |  | Cost      |        | Fair Value |  | Average Yield
|                                                     |  |           |        |            |  |              
|Available for sale:                                  |  |           |        |            |  |               |        |  |  |   |      |  
|U.S. Treasuries                                      |  | $         | 1,002  |            |  | $             | 1,012  |  |  |   | 3.09 | %
|U.S. Government agencies:                            |  |           |        |            |  |               |        |  |  |   |      |  
|Due within 1 year                                    |  |           | 100    |            |  |               | 100    |  |  |   | 2.65 | %
|Due after 1 year but within 5 years                  |  |           | 32,328 |            |  |               | 32,575 |  |  |   | 3.70 | %
|Due after 5 years but within 10 years                |  |           |       |            |  |               |       |  |  |   | N/A  |  
|Due after 10 years                                   |  |           |       |            |  |               |       |  |  |   | N/A  |  
|                                                     |  |           |        |            |  |               |        |  |  |   |      |  
|Total                                                |  |           | 33,430 |            |  |               | 33,687 |  |  |   | 3.68 | %
|                                                     |  |           |        |            |  |               |        |  |  |   |      |  
|States and political subdivisions                    |  |           |       |            |  |               |       |  |  |   | N/A  |  
|Other                                                |  |           |       |            |  |               |       |  |  |   | N/A  |  
|                                                     |  |           |        |            |  |               |        |  |  |   |      |  
|Total investments available for sale-debt
securities |  | $         | 33,430 |            |  | $             | 33,687 |  |  | $ | 3.68 | %
|                                                     |  |           |        |            |  |               |        |  |  |   |      |  

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The following table presents the maturity distribution of the carrying value
and estimated fair value of the Companys investment debt portfolio at December
31, 2001. The weighted average yields on these instruments are presented based
on final maturity (dollars in thousands).

|                                                     |  |           |        |            |  |               |        |  |  |  |      |  
|---------------------------------------------------- |  | --------- | ------ | ---------- |  | ------------- | ------ |  |  |  | ---- | -
|                                                     |  | Amortized |        | Estimated  |  | Weighted     
|                                                     |  | Cost      |        | Fair Value |  | Average Yield
|                                                     |  |           |        |            |  |              
|Available for sale:                                  |  |           |        |            |  |               |        |  |  |  |      |  
|U.S. Treasuries due after 1 year but
within 5 years  |  | $         | 1,003  |            |  | $             | 1,003  |  |  |  | 3.09 | %
|U.S. Government agencies:                            |  |           |        |            |  |               |        |  |  |  |      |  
|Due within 1 year                                    |  |           | 9,064  |            |  |               | 9,089  |  |  |  | 3.71 | %
|Due after 1 year but within 5 years                  |  |           | 9,524  |            |  |               | 9,546  |  |  |  | 3.44 | %
|Due after 5 years but within 10 years                |  |           |       |            |  |               |       |  |  |  | N/A  |  
|Due after 10 years                                   |  |           |       |            |  |               |       |  |  |  | N/A  |  
|                                                     |  |           |        |            |  |               |        |  |  |  |      |  
|Total                                                |  |           | 19,591 |            |  |               | 19,638 |  |  |  | 3.54 | %
|                                                     |  |           |        |            |  |               |        |  |  |  |      |  
|States and political subdivisions                    |  |           |       |            |  |               |       |  |  |  | N/A  |  
|Other                                                |  |           |       |            |  |               |       |  |  |  | N/A  |  
|                                                     |  |           |        |            |  |               |        |  |  |  |      |  
|Total investments available for sale-debt
securities |  | $         | 19,591 |            |  | $             | 19,638 |  |  |  | 3.54 | %
|                                                     |  |           |        |            |  |               |        |  |  |  |      |  

Investment Policy

The objective of the Companys investment policy is to invest funds not
otherwise needed to meet the loan demand of the Banks market area to earn the
maximum return for the Bank, yet still maintain sufficient liquidity to meet
fluctuations in the Banks loan demand and deposit structure. In doing so, the
Company balances the market and credit risk against the potential investment
return, makes investments compatible with the pledge requirements of the Banks
deposits of public funds, maintains compliance with regulatory investment
requirements, and assists the various public entities with their financing
needs. The Investment Committee is comprised of the president and three other
directors. The President is authorized to execute security transactions for
the investment portfolio and to make decisions on purchases and sales of
securities. All the investment transactions occurring since the previous board
of directors meeting are reviewed by the board at its next monthly meeting.
Limitations on the Committees investment authority include: (a) investment in
any one municipal security may not exceed 20% of equity capital; (b) the entire
investment portfolio may not increase or decrease by more than 10% in any one
month; (c) investments in obligations of the State of Tennessee may not exceed
30% of equity capital; and (d) investment in mortgage-backed securities may not
exceed more than 40% of equity capital. The investment policy allows portfolio
holdings to include short-term securities purchased to provide the Banks
needed liquidity and longer-term securities purchased to generate stable income
for the Bank during periods of interest rate fluctuations.

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Loan Portfolio

The following table sets forth the composition of the Companys loan portfolio
at June 30, 2002 (dollars in thousands).

|                                                 |  |         |        |             |  |            |       |  
|------------------------------------------------ |  | ------- | ------ | ----------- |  | ---------- | ----- | -
|                                                 |  |         |        |             |  | Percent of
|                                                 |  | Balance |        | Total Loans
|                                                 |  |         |        |            
|Real estate loans:                               |  |         |        |             |  |            |       |  
|Construction and land development                |  | $       | 8,071  |             |  |            | 8.2   | %
|Secured by residential properties                |  |         | 37,628 |             |  |            | 38.2  | %
|Secured by commercial real estate                |  |         | 27,243 |             |  |            | 27.6  | %
|                                                 |  |         |        |             |  |            |       |  
|Total real estate loans                          |  |         | 72,942 |             |  |            | 74.0  | %
|                                                 |  |         |        |             |  |            |       |  
|Commercial and industrial loans                  |  |         | 4,830  |             |  |            | 4.9   | %
|Other consumer loans                             |  |         | 20,854 |             |  |            | 21.1  | %
|                                                 |  |         |        |             |  |            |       |  
|Total loans                                      |  |         | 98,626 |             |  |            | 100.0 | %
|Unamortized premiums and
net deferred loan costs |  |         | 410    |             |  |            | N/A   |  
|Allowance for possible loan losses               |  |         | (955   | )           |  |            | N/A   |  
|                                                 |  |         |        |             |  |            |       |  
|Net loans                                        |  | $       | 98,081 |             |  |            | N/A   |  
|                                                 |  |         |        |             |  |            |       |  

The following table sets forth the composition of the Companys loan portfolio
at December 31, 2001 (dollars in thousands).

|                                                 |  |         |        |             |  |            |       |  
|------------------------------------------------ |  | ------- | ------ | ----------- |  | ---------- | ----- | -
|                                                 |  |         |        |             |  | Percent of
|                                                 |  | Balance |        | Total Loans
|                                                 |  |         |        |            
|Real estate loans:                               |  |         |        |             |  |            |       |  
|Construction and land development                |  | $       | 6,697  |             |  |            | 6.9   | %
|Secured by residential properties                |  |         | 39,968 |             |  |            | 41.1  | %
|Secured by commercial real estate                |  |         | 26,654 |             |  |            | 27.4  | %
|                                                 |  |         |        |             |  |            |       |  
|Total real estate loans                          |  |         | 73,319 |             |  |            | 75.4  | %
|                                                 |  |         |        |             |  |            |       |  
|Commercial and industrial loans                  |  |         | 5,406  |             |  |            | 5.6   | %
|Other consumer loans                             |  |         | 18,500 |             |  |            | 19.0  | %
|                                                 |  |         |        |             |  |            |       |  
|Total loans                                      |  |         | 97,225 |             |  |            | 100.0 | %
|Unamortized premiums and net
deferred loan costs |  |         | 294    |             |  |            | N/A   |  
|Allowance for possible loan losses               |  |         | (1,000 | )           |  |            | N/A   |  
|                                                 |  |         |        |             |  |            |       |  
|Net loans                                        |  | $       | 96,519 |             |  |            | N/A   |  
|                                                 |  |         |        |             |  |            |       |  

The following table sets forth the contractual maturities of the loan portfolio
and the sensitivity to interest rate changes of the Companys loan portfolio at
June 30, 2002 (in thousands).

|                                      |  |                |        |             |  |            |        |       |  |   |       |  |  |   |        | 
|------------------------------------- |  | -------------- | ------ | ----------- |  | ---------- | ------ | ----- |  | - | ----- |  |  | - | ------ | 
|                                      |  | Maturity Range
|                                      |  |               
|                                      |  | One Year       |        | One Through |  | Over       |        |       |  |  
|                                      |  | or Less        |        | Five Years  |  | Five Years |        | Total
|                                      |  |                |        |             |  |            |        |      
|Loan maturity:                        |  |                |        |             |  |            |        |       |  |   |       |  |  |   |        | 
|Real estate construction loans        |  | $              | 4,168  |             |  | $          | 3,903  |       |  | $ |      |  |  | $ | 8,071  | 
|Real estate mortgage loans            |  |                | 19,069 |             |  |            | 45,558 |       |  |   | 244   |  |  |   | 64,871 | 
|Commercial and industrial loans       |  |                | 3,578  |             |  |            | 1,006  |       |  |   | 246   |  |  |   | 4,830  | 
|All other loans                       |  |                | 9,678  |             |  |            | 8,746  |       |  |   | 2,430 |  |  |   | 20,854 | 
|                                      |  |                |        |             |  |            |        |       |  |   |       |  |  |   |        | 
|Total loans                           |  | $              | 36,493 |             |  |            | 59,213 |       |  |   | 2,920 |  |  | $ | 98,626 | 
|                                      |  |                |        |             |  |            |        |       |  |   |       |  |  |   |        | 
|Loan interest rate sensitivity:       |  |                |        |             |  |            |        |       |  |   |       |  |  |   |        | 
|Predetermined interest rates          |  | $              | 8,193  |             |  | $          | 29,918 |       |  | $ | 2,920 |  |  | $ | 41,031 | 
|Floating or adjustable interest rates |  |                | 28,300 |             |  |            | 29,295 |       |  |   |      |  |  |   | 57,595 | 
|                                      |  |                |        |             |  |            |        |       |  |   |       |  |  |   |        | 
|Total                                 |  | $              | 36,493 |             |  | $          | 59,213 |       |  | $ | 2,920 |  |  | $ | 98,626 | 
|                                      |  |                |        |             |  |            |        |       |  |   |       |  |  |   |        | 

24



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##### Table of Contents



The following table sets forth the contractual maturities of the loan portfolio
and the sensitivity to interest rate changes of the Companys loan portfolio at
December 31, 2001 (in thousands).

|                                      |  |                |        |             |  |            |        |       |  |   |        |  |  |   |        | 
|------------------------------------- |  | -------------- | ------ | ----------- |  | ---------- | ------ | ----- |  | - | ------ |  |  | - | ------ | 
|                                      |  | Maturity Range
|                                      |  |               
|                                      |  | One Year       |        | One Through |  | Over       |        |       |  |  
|                                      |  | or Less        |        | Five Years  |  | Five Years |        | Total
|                                      |  |                |        |             |  |            |        |      
|Loan maturity:                        |  |                |        |             |  |            |        |       |  |   |        |  |  |   |        | 
|Real estate construction loans        |  | $              | 3,069  |             |  | $          | 3,628  |       |  | $ |       |  |  | $ | 6,697  | 
|Real estate mortgage loans            |  |                | 14,629 |             |  |            | 46,143 |       |  |   | 5,850  |  |  |   | 66,622 | 
|Commercial and industrial loans       |  |                | 2,016  |             |  |            | 3,292  |       |  |   | 98     |  |  |   | 5,406  | 
|All other loans                       |  |                | 8,217  |             |  |            | 4,164  |       |  |   | 6,119  |  |  |   | 18,500 | 
|                                      |  |                |        |             |  |            |        |       |  |   |        |  |  |   |        | 
|Total loans                           |  | $              | 27,931 |             |  | $          | 57,227 |       |  | $ | 12,067 |  |  |   | 97,225 | 
|                                      |  |                |        |             |  |            |        |       |  |   |        |  |  |   |        | 
|Loan interest rate sensitivity:       |  |                |        |             |  |            |        |       |  |   |        |  |  |   |        | 
|Predetermined interest rates          |  | $              | 7,847  |             |  | $          | 20,816 |       |  | $ | 12,067 |  |  | $ | 40,730 | 
|Floating or adjustable interest rates |  |                | 20,084 |             |  |            | 36,411 |       |  |   |       |  |  |   | 56,495 | 
|                                      |  |                |        |             |  |            |        |       |  |   |        |  |  |   |        | 
|Total                                 |  |                | 27,931 |             |  | $          | 57,227 |       |  | $ | 12,067 |  |  |   | 97,225 | 
|                                      |  |                |        |             |  |            |        |       |  |   |        |  |  |   |        | 

Loan Policy

All lending activities of the Bank are under the direct supervision and control
of the Banks Board with secondary authority vested in the Executive Committee.
The Senior Loan Committee, which consists of the president, one other director
and two senior lending officers, enforces loan authorizations for each officer,
decides on loans exceeding such limits, services all requests for officer
credits to the extent allowable under current laws and regulations, administers
all problem credits, and determines the allocation of funds for each lending
division. The loan portfolio consists primarily of real estate, commercial,
small business, residential construction and consumer installment loans.
Maturity of term loans is normally limited to 15 years. Conventional real
estate loans may be made up to 80% of the appraised value or purchase cost of
the real estate for no more than a 30-year term. Installment loans are based
on the earning capacity and vocational stability of the borrower.

The Bank board at its regularly scheduled meetings reviews all new loans made
the preceding month and discusses and approves any loans that exceed a loan
officers authority. Loans that are 30 days or more past due are reviewed
monthly.

The Loan Committee of the Bank periodically reviews the loan portfolio,
particularly nonaccrual and renegotiated loans. Each loan officer is
responsible for monitoring and collecting his or her own loan portfolio. Loan
Committee review may result in a determination that a loan should be placed on
a nonaccrual status for income recognition, subject to Bank Board approval. In
addition, to the extent that management identifies potential losses in the loan
portfolio and reduces the book value of such loans through charge-offs, to
their estimated collectible value, the Companys policy is to classify as
nonaccrual any loan on which payment of principal or interest is 90 days or
more past due, unless there is adequate collateral to cover principal and
accrued interest and the loan is in the process of collection. In addition, a
loan will be classified as nonaccrual if, in the opinion of the Loan Committee,
based upon a review of the borrowers or guarantors financial condition,
collateral value or other factors, payment is questionable, even though
payments are not 90 days or more past due.

When a loan is classified as nonaccrual, any unpaid interest is reversed
against current income. Interest is included in income thereafter only to the
extent received in cash. The loan remains in a nonaccrual classification until
such time as the loan is brought current, when it may be returned to accrual
classification. When principal or interest on a nonaccrual loan is brought
current, if in managements opinion future payments are questionable, the loan
would remain classified as nonaccrual. After a nonaccrual or renegotiated loan
is charged off, any subsequent payments of either interest or principal are
applied first to any remaining balance outstanding, then to recoveries and
finally to income.

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The large number of consumer installment loans and the relatively small dollar
amount of each make an individual review impracticable. It is the Companys
policy to charge off any consumer installment loan that is past due 90 days or
more and is not adequately collateralized.

In addition, mortgage loans secured by real estate are placed on nonaccrual
status when the mortgagor is in bankruptcy, or foreclosure proceedings are
instituted.

Credit Risk Management and Allowance for Possible Loan Losses

Credit risk and exposure to loss are inherent parts of the banking business.
Management seeks to manage and minimize these risks through its loan and
investment policies and loan review procedures. Management establishes and
continually reviews lending and investment criteria and approval procedures
that it believes reflect the risk sensitive nature of the Company. The loan
review procedures are set to monitor adherence to the established criteria and
to ensure that on a continuing basis such standards are enforced and
maintained.

Managements objective in establishing lending and investment standards is to
manage the risk of loss and to provide for income generation through pricing
policies. To effectuate this policy, the Company makes commercial real estate
loans with a three-year or less fixed maturity, which may be amortized over a
maximum of 15 years.

The loan portfolio is regularly reviewed and management determines the amount
of loans to be charged-off. In addition, such factors as the Companys
previous loan loss experience, prevailing and anticipated economic conditions,
industry concentrations and the overall quality of the loan portfolio are
considered. While management uses available information to recognize losses on
loans and real estate owned, future additions to the allowance may be necessary
based on changes in economic conditions. In addition, various regulatory
agencies, as an integral part of their examination process, periodically review
the allowance for possible losses on loans and real estate owned. Such
agencies may require the Company to recognize additions to the allowances based
on their judgments about information available at the time of their
examinations. In addition, any loan or portion thereof which is classified as
a loss by regulatory examiners is charged-off.

The allowance for possible loan losses is increased by provisions charged to
operating expense. The allowance for possible loan losses is reduced by
charging off loans or portions of loans at the time they are deemed by
management to be uncollectible and increased when loans previously charged off
are recovered. The resulting allowance for possible loan losses is viewed by
management as a single, unallocated reserve available for all loans and, in
managements opinion, is adequate to provide for reasonably foreseeable
potential loan losses. The risk associated with loans varies with the
creditworthiness of the borrower, the type of loan (consumer, commercial or
real estate) and its maturity. Cash flow adequate to support a repayment
schedule is an element considered for all types of loans. Real estate loans
are impacted by market conditions regarding the value of the underlying
property used as collateral. Commercial loans are also impacted by the
management of the business as well as economic conditions. Management believes
the allowance for possible loan losses is adequate to absorb such anticipated
charge-offs.

Rules and formulas relative to the adequacy of the allowance for possible loan
losses, although useful as guidelines to management, are not rigidly applied.
The allowance for possible loan losses was $955,000 as of June 30, 2002 or
0.96% of loans outstanding. The allowance for possible loan losses was
$1,000,000 as of December 31, 2001, or 1.03% of loans outstanding. The
provision for possible loan losses charged against earnings during the first
six months of 2002 was $4,000. Net charge-offs during the first six months of
2002 were $49,000 (Consisting of charge-offs of $66,000 and recoveries of
$17,000). The provision for possible loan losses charged against earnings
during the year ended December 31, 2001 was $123,000. Net charge-offs during
2001 were $65,000 (consisting of charge-offs of $73,000 and recoveries of
$8,000.)

26



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No loans were past due 90 days or more and still accruing interest at June 30,
2002 or at December 31, 2001. There were $86,000 of loans classified as
non-accrual at June 30, 2002 and $59,000 of loans were classified as
non-accrual at December 31, 2001. Accrual of interest is discontinued when
there is reasonable doubt as to the full and timely collection of interest or
principal. When a loan becomes contractually past due ninety (90) days with
respect to interest or principal, it is reviewed and a determination is made as
to whether it should be placed on non-accrual status. When a loan is placed on
non-accrual status, all interest previously accrued but not collected is
reversed against current period interest income. Income on such loans is then
recognized only to the extent that cash is received and where the future
collection of principal is probable. Interest accruals are resumed on such
loans only when they are brought fully current with respect to principal and
interest and when, in the judgment of management, the loans are estimated to be
fully collectible as to principal and interest. Restructured loans are those
loans on which concessions in terms have been granted because of a borrowers
financial difficulty. Interest is generally accrued on such loans in
accordance with the new terms. There were no impaired loans at June 30, 2002
or at December 31, 2001.

There was no other real estate owned at December 31, 2001 and $103,000 of other
real estate owned at June 30, 2002.

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Deposits

The Companys primary sources of funds are deposits. The following table sets
forth the Companys deposit structure at June 30, 2002 and December 31, 2001
(in thousands):

|                                                       |  |          |         |              |  |   |         | 
|------------------------------------------------------ |  | -------- | ------- | ------------ |  | - | ------- | 
|                                                       |  | June 30, |         | December 31,
|                                                       |  | 2002     |         | 2001        
|                                                       |  |          |         |             
|Non-interest-bearing deposits:                         |  |          |         |              |  |   |         | 
|Individuals, partnerships and corporations             |  | $        | 9,579   |              |  | $ | 7,969   | 
|U. S. Government and states and political subdivisions |  |          |        |              |  |   |        | 
|Certified and official checks                          |  |          | 370     |              |  |   | 497     | 
|                                                       |  |          |         |              |  |   |         | 
|Total non-interest-bearing deposits                    |  |          | 9,949   |              |  |   | 8,466   | 
|                                                       |  |          |         |              |  |   |         | 
|Interest-bearing deposits:                             |  |          |         |              |  |   |         | 
|Interest-bearing demand accounts                       |  |          | 34,727  |              |  |   | 30,429  | 
|Saving accounts                                        |  |          | 1,386   |              |  |   | 1,016   | 
|Certificates of deposit, less than $100,000            |  |          | 47,125  |              |  |   | 43,302  | 
|Certificates of deposit, $100,000 or greater           |  |          | 36,533  |              |  |   | 27,804  | 
|                                                       |  |          |         |              |  |   |         | 
|Total interest-bearing deposits                        |  |          | 119,771 |              |  |   | 102,551 | 
|                                                       |  |          |         |              |  |   |         | 
|Total deposits                                         |  | $        | 129,720 |              |  | $ | 111,017 | 
|                                                       |  |          |         |              |  |   |         | 

The following table presents a breakdown by category of the average amount of
deposits and the average rate paid on deposits for the six months ended June
30, 2002 and the year ended December 31, 2001 (dollars in thousands):

|                                 |  |                  |         |                   |  |  |      |   |  |   |         |  |  |  |      |  
|-------------------------------- |  | ---------------- | ------- | ----------------- |  |  | ---- | - |  | - | ------- |  |  |  | ---- | -
|                                 |  | Six-Months Ended |         | Year Ended       
|                                 |  | June 30, 2002    |         | December 31, 2001
|                                 |  |                  |         |                  
|Non-interest-bearing deposits    |  | $                | 8,891   |                   |  |  | N/A  |   |  | $ | 7,350   |  |  |  | N/A  |  
|Interest-bearing demand deposits |  |                  | 32,583  |                   |  |  | 1.59 | % |  |   | 27,370  |  |  |  | 2.47 | %
|Savings accounts                 |  |                  | 1,204   |                   |  |  | 1.00 | % |  |   | 861     |  |  |  | 1.20 | %
|Certificates of deposit          |  |                  | 75,944  |                   |  |  | 3.63 | % |  |   | 67,370  |  |  |  | 5.70 | %
|                                 |  |                  |         |                   |  |  |      |   |  |   |         |  |  |  |      |  
|Total deposits                   |  | $                | 118,622 |                   |  |  | 2.77 | % |  | $ | 102,951 |  |  |  | 4.40 | %
|                                 |  |                  |         |                   |  |  |      |   |  |   |         |  |  |  |      |  

At June 30, 2002, certificates of deposits greater than $100,000 aggregated
approximately $36,533,000. The following table indicates, as of June 30, 2002,
the dollar amount of $100,000 or more by the time remaining until maturity (in
thousands):

|                        |  |          |        |         |  |        |        |        |  |   |       |  |  |  |   | 
|----------------------- |  | -------- | ------ | ------- |  | ------ | ------ | ------ |  | - | ----- |  |  |  | - | 
|                        |  | 3 Months |        | 3 to 12 |  | 1 to 5 |        | Over 5
|                        |  | or less  |        | Months  |  | Years  |        | Years 
|                        |  |          |        |         |  |        |        |       
|Certificates of deposit |  | $        | 13,033 |         |  | $      | 20,103 |        |  | $ | 3,397 |  |  |  |  | 
|                        |  |          |        |         |  |        |        |        |  |   |       |  |  |  |   | 

At December 31, 2001, certificates of deposits greater than $100,000 aggregated
approximately $27,804,000. The following table indicates, as of December 31,
2001, the dollar amount of $100,000 or more by the time remaining until
maturity (in thousands):

|                        |  |          |       |         |  |        |        |        |  |   |       |  |  |  |   | 
|----------------------- |  | -------- | ----- | ------- |  | ------ | ------ | ------ |  | - | ----- |  |  |  | - | 
|                        |  | 3 Months |       | 3 to 12 |  | 1 to 5 |        | Over 5
|                        |  | or less  |       | Months  |  | Years  |        | Years 
|                        |  |          |       |         |  |        |        |       
|Certificates of deposit |  | $        | 7,919 |         |  | $      | 15,380 |        |  | $ | 4,505 |  |  |  |  | 
|                        |  |          |       |         |  |        |        |        |  |   |       |  |  |  |   | 

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Liquidity

Of primary importance to depositors, creditors and regulators is the ability to
have readily available funds sufficient to repay fully maturing liabilities.
The Companys liquidity, represented by cash and cash due from banks, is a
result of its operating, investing and financing activities. In order to
insure funds are available at all times, the Company devotes resources to
projecting on a monthly basis the amount of funds that will be required and
maintains relationships with a diversified funding base so funds are
accessible. Liquidity requirements can also be met through short-term
borrowings or the disposition of short-term assets, which are generally matched
to correspond to the maturity of liabilities.

The Company has a formal liquidity policy, and in the opinion of management,
its liquidity levels are considered adequate. Neither the Company nor the Bank
is subject to any specific regulation liquidity requirements imposed by
regulatory authorities. The Bank is subject to general FDIC guidelines, which
do not require a minimum level of liquidity. Management believes its liquidity
ratios meet or exceed these guidelines. Management does not know of any trends
or demands that are reasonably likely to result in liquidity increasing or
decreasing in any material manner. The ratio for average loans to average
deposits for 2001 was 85.6% and for the six-months ended June 30, 2002 was
83.2%.

Capital Adequacy

Capital adequacy refers to the level of capital required to sustain asset
growth over time and to absorb losses. The objective of the Companys
management is to maintain a level of capitalization that is sufficient to take
advantage of profitable growth opportunities while meeting regulatory
requirements. This is achieved by improving profitability through effectively
allocating resources to more profitable businesses, improving asset quality,
strengthening service quality, and streamlining costs. The primary measures
used by management to monitor the results of these efforts are the ratios of
average equity to average assets, average tangible equity to average tangible
assets, and average equity to net loans. The Federal Reserve Board and FDIC
have adopted capital guidelines governing the activities of bank holding
companies and banks. These guidelines require the maintenance of an amount of
capital based on risk-adjusted assets so that categories of assets with
potentially higher credit risk will require more capital backing than assets
with lower risk. In addition, banks and bank holding companies are required to
maintain capital to support, on a risk-adjusted basis, certain off-balance
sheet activities such as loan commitments.

The capital guidelines classify capital into two tiers, referred to as Tier I
and Tier II. Under risk-based capital requirements, total capital consists of
Tier I capital, which is generally common shareholders equity less goodwill
and excess tax assets, and Tier II capital which is primarily the qualifying
portion of the allowance for possible loan losses and certain qualifying debt
instruments. In determining risk-based capital requirements, assets are
assigned risk-weights of 0% to 100%, depending primarily on the regulatory
assigned levels of credit risk associated with such assets. Off-balance sheet
items are considered in the calculation of risk-adjusted assets through
conversion factors established by the regulators. The framework for
calculating risk-based capital requires banks and bank holding companies to
meet the regulatory minimums of 4% Tier I and 8% total risk-based capital. In
1990 regulators added a leverage computation to the capital requirements,
comparing Tier I capital to total average assets less goodwill and excess tax
assets. In 1999, the ratio was modified to reduce Tier 1 Capital by the amount
of investments in unconsolidated subsidiaries.

29



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The following table gives the various capital ratios and balances at June 30,
2002 and December 31, 2001 (dollars in thousands) for the Company:

|                                                                                  |  |               |         |                   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- |  | - | ------- | -
|                                                                                  |  | June 30, 2002 |         | December 31, 2001
|                                                                                  |  |               |         |                  
|Capital:                                                                          |  |               |         |                   |  |   |         |  
|Tier I capital:                                                                   |  |               |         |                   |  |   |         |  
|Shareholders equity                                                              |  | $             | 9,786   |                   |  | $ | 9,344   |  
|Less excess tax assets                                                            |  |               | 340     |                   |  |   | 319     |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Total Tier I capital                                                              |  |               | 9,446   |                   |  |   | 9,025   |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Tier II capital:                                                                  |  |               |         |                   |  |   |         |  
|Qualifying debt                                                                   |  |               | 3,000   |                   |  |   | 3,000   |  
|Qualifying allowance for loan losses                                              |  |               | 955     |                   |  |   | 1,000   |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Total Tier II capital                                                             |  |               | 3,955   |                   |  |   | 4,000   |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Total capital                                                                     |  | $             | 13,401  |                   |  | $ | 13,025  |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Risk-adjusted assets                                                              |  | $             | 106,153 |                   |  | $ | 101,689 |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Quarterly average assets                                                          |  | $             | 143,199 |                   |  | $ | 122,687 |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Ratios:                                                                           |  |               |         |                   |  |   |         |  
|Tier I capital to risk-adjusted assets                                            |  |               | 8.9     | %                 |  |   | 8.9     | %
|Tier II capital to risk-adjusted assets                                           |  |               | 3.7     | %                 |  |   | 3.9     | %
|Total capital to risk-adjusted assets                                             |  |               | 12.6    | %                 |  |   | 12.8    | %
|Leverage  Tier I capital to quarterly
average assets less disallowed intangibles |  |               | 6.6     | %                 |  |   | 7.4     | %

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The following table gives the various capital ratios and balances at June 30,
2002 and at December 31, 2001 (dollars in thousands) for the Bank:

|                                                                                  |  |               |         |                   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- |  | - | ------- | -
|                                                                                  |  | June 30, 2002 |         | December 31, 2001
|                                                                                  |  |               |         |                  
|Capital:                                                                          |  |               |         |                   |  |   |         |  
|Tier I capital:                                                                   |  |               |         |                   |  |   |         |  
|Shareholders equity                                                              |  | $             | 12,420  |                   |  | $ | 11,966  |  
|Less excess tax assets                                                            |  |               | 335     |                   |  |   | 331     |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Total Tier I capital                                                              |  |               | 12,085  |                   |  |   | 11,635  |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Tier II capital:                                                                  |  |               |         |                   |  |   |         |  
|Qualifying debt                                                                   |  |               |        |                   |  |   |        |  
|Qualifying allowance for loan losses                                              |  |               | 955     |                   |  |   | 1,000   |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Total Tier II capital                                                             |  |               | 955     |                   |  |   | 1,000   |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Total capital                                                                     |  | $             | 13,040  |                   |  | $ | 12,635  |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Risk-adjusted assets                                                              |  |               | 106,174 |                   |  |   | 101,674 |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Quarterly average assets                                                          |  |               | 143,199 |                   |  |   | 128,047 |  
|                                                                                  |  |               |         |                   |  |   |         |  
|Ratios:                                                                           |  |               |         |                   |  |   |         |  
|Tier I capital to risk-adjusted assets                                            |  |               | 11.4    | %                 |  |   | 11.4    | %
|Tier II capital to risk-adjusted assets                                           |  |               | 0.9     | %                 |  |   | 1.0     | %
|Total capital to risk-adjusted assets                                             |  |               | 12.3    | %                 |  |   | 12.4    | %
|Leverage  Tier I capital to quarterly
average assets less disallowed intangibles |  |               | 8.4     | %                 |  |   | 9.1     | %

The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)
established five capital categories for banks and bank holding companies. The
bank regulators adopted regulations defining these five capital categories in
September 1992. Under these new regulations each bank is classified into one
of the five categories based on its level of risk-based capital as measured by
Tier I capital, total risk-based capital, and Tier I leverage ratios and its
supervisory ratings. The following table lists the five categories of capital
and each of the minimum requirements for the three risk-based capital ratios.

|                               |  |                  |  |                   |  |             
|------------------------------ |  | ---------------- |  | ----------------- |  | ------------
|                               |  | Total Risk-Based |  | Tier I Risk-Based |  | Leverage    
|                               |  | Capital Ratio    |  | Capital Ratio     |  | Ratio       
|                               |  |                  |  |                   |  |             
|Well-capitalized               |  | 10% or above     |  | 6% or above       |  | 5% or above 
|Adequately capitalized         |  | 8% or above      |  | 4% or above       |  | 4% or above 
|Undercapitalized               |  | Less than 8%     |  | Less than 4%      |  | Less than 4%
|Significantly undercapitalized |  | Less than 6%     |  | Less than 3%      |  | Less than 3%
|Critically undercapitalized    |  |                 |  |                  |  | 2% or less  

On June 30, 2002 and December 31, 2001, the Company exceeded the regulatory
minimums and qualified as a well-capitalized institution under the regulations.

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Short-term Borrowings and FHLB Advances:

Short-term borrowings and FHLB advances at June 30, 2002 and December 31, 2001
is comprised of the following:

|                                                                                                                                                                                                                                                                                                                                            |       |   |          |       |              |   |       |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | - | -------- | ----- | ------------ | - | ----- | ----- | 
|                                                                                                                                                                                                                                                                                                                                            |       |   | June 30, |       | December 31,
|                                                                                                                                                                                                                                                                                                                                            |       |   | 2002     |       | 2001        
|                                                                                                                                                                                                                                                                                                                                            |       |   |          |       |             
|Securities sold under agreement to repurchase                                                                                                                                                                                                                                                                                               |       | $ | 2,081    |       |              | $ | 1,926 |      
|Federal Home Loan Bank advances                                                                                                                                                                                                                                                                                                             |       |   | 4,000    |       |              |   | 4,000 |      
|                                                                                                                                                                                                                                                                                                                                            |       |   |          |       |              |   |       |      
|                                                                                                                                                                                                                                                                                                                                            | Total |   | $        | 6,081 |              |   | $     | 5,926 | 
|                                                                                                                                                                                                                                                                                                                                            |       |   |          |       |              |   |       |      
|Securities underlying the repurchase agreements  obligations
of U.S. Government agencies and corporations with amortized
cost of approximately $2,714,000 and $3,472,000 at June 30,
2002 and December 31, 2001, respectively, and
estimated fair values of $2,747,000 and $3,489,000 at June 30, 2002 and December 31, 2001, respectively |       | $ | 2,081    |       |              | $ | 1,926 |      
|                                                                                                                                                                                                                                                                                                                                            |       |   |          |       |              |   |       |      

The Bank pays interest on these repurchase agreements at approximately 0.50%
below the federal funds rate. These repurchase agreements have maturities of
one day.

Securities sold under agreement to repurchase averaged approximately $2,018,000
during the quarter ended June 30, 2002 and $2,300,000 during the year ended
December 31, 2001 and the maximum amount outstanding at any month end during
these periods was approximately $2,189,000 and $3,360,000, respectively.

The securities underlying the repurchase agreements are held in safekeeping by a separate third party bank.

The Bank pays interest of London Interbank Offering Rate (LIBOR) plus ten basis
points on the Federal Home Loan Bank (FHLB) advances. The rate reprices
quarterly and matures in June 2003. The Bank can pay of the balance without
penalty at any repricing date. The are secured by 1-4 family residential
mortgage loans.

Property Acquisitions:

The Company began in March 2001 to renovate an existing building to serve as a
branch in Smyrna, Tennessee. The property is leased and opened for business in
May 2001. The cost to renovate the existing building did not exceed $100,000.
No other significant property acquisitions are planned for the next year.

Personnel:

The Company employed sixty-six employees at June 30, 2002 as well as December
31, 2001.

The Company anticipates increasing the number of employees during 2002 to
approximately seventy employees to service the anticipated loan and deposit
growth and related support services during the next twelve months.

Research and Development:

The Company does not engage in product research and development and does not
anticipate any such activities during the next twelve months.

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Foreign Transactions:

The Company and the Bank have not had any investment securities, loans or
deposits of foreign governments, corporations or other entities.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULT ON SENIOR SECURITIES

None

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

(a)  The Annual Meeting of Stockholders was held April 23, 2002.

(b)  Each of the persons named in the Proxy Statement as a nominee for director
was elected and the selection of Rayburn, Betts and Bates, P.C. as independent
auditors for the Company for 2002 was ratified. The following are the voting
results on each of the matters:

(1)  Election of the entire board of directors who are as follows:

Total Number of Shares Voting:

|                   |  |        |         |     |  |         |         |          |  |           |     |  |  |  |     |        |  |  |   | 
|------------------ |  | ------ | ------- | --- |  | ------- | ------- | -------- |  | --------- | --- |  |  |  | --- | ------ |  |  | - | 
|                   |  | Shares |         |     |  |         |         |          |  |           |     |  |  |  |     | Broker
|                   |  | Voting |         | For |  | Against |         | Withheld |  | Non-Votes
|                   |  |        |         |     |  |         |         |          |  |          
|Melvin R. Adams    |  |        | 619,273 |     |  |         | 618,923 |          |  |           | 150 |  |  |  | 200 |        |  |  | 0 | 
|Thomas E. Batey    |  |        | 619,273 |     |  |         | 618,923 |          |  |           | 150 |  |  |  | 200 |        |  |  | 0 | 
|Joyce Ewell        |  |        | 619,273 |     |  |         | 618,923 |          |  |           | 150 |  |  |  | 200 |        |  |  | 0 | 
|J. Stanley Hooper  |  |        | 619,273 |     |  |         | 618,923 |          |  |           | 150 |  |  |  | 200 |        |  |  | 0 | 
|William E. Rowland |  |        | 619,273 |     |  |         | 618,823 |          |  |           | 250 |  |  |  | 200 |        |  |  | 0 | 
|William R Sloan    |  |        | 619,273 |     |  |         | 618,923 |          |  |           | 150 |  |  |  | 200 |        |  |  | 0 | 
|Joseph M. Swanson  |  |        | 619,273 |     |  |         | 618,323 |          |  |           | 200 |  |  |  | 200 |        |  |  | 0 | 
|Olin O. Williams   |  |        | 619,273 |     |  |         | 618,923 |          |  |           | 150 |  |  |  | 200 |        |  |  | 0 | 

33



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##### Table of Contents



(2)  The election of Rayburn, Betts and Bates, P. C. as independent auditors for
the Company was as follows:

Total Number of Shares Voting:

|        |  |     |         |         |  |          |     |           |  |  |       |  |  |        |   | 
|------- |  | --- | ------- | ------- |  | -------- | --- | --------- |  |  | ----- |  |  | ------ | - | 
|Shares  |  |     |         |         |  |          |     |           |  |  |       |  |  | Broker
|Voting  |  | For |         | Against |  | Withheld |     | Non-Votes
|        |  |     |         |         |  |          |     |          
|619,273 |  |     | 617,623 |         |  |          | 250 |           |  |  | 1,400 |  |  |        | 0 | 

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | Exhibits
Charter  incorporated by reference to Form 10SB filed April 30, 1998                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | By Laws  incorporated by reference to Form 10SB filed April 30, 1998                                                                                                                     
|   
|    |  | Instruments referring to Rights of Security Folders including Debentures  incorporated by reference to Form 10SB filed April 30, 1998 and Form 8A
filed May 2, 2000                      
|   
|    |  | Material Contracts  incorporated by reference to Form 10SB filed April 30,
1998 and Form 10-KSB filed March 31, 1999                                                                     
|   
|    |  | Statement re: Computation of per share earnings  Incorporated by reference
to note 1 of the consolidated financial statements as of December 31, 2001
in Form 10-KSB filed April 1, 2002.
|   
|(b) |  | No reports on Form 8-K have been filed during the quarter for which this
report is filed                                                                                                  

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##### Table of Contents






SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

Murfreesboro Bancorp, Inc.

---

(Registrant)


Date July 18, 2002

|   |  |                                                                                                           
|-- |  | ----------------------------------------------------------------------------------------------------------
|By |  | /s/ William L. Webb(Signature) *
William L. Webb,
Principal Accounting Officer and Chief Financial Officer

 Print the name and title of each signing officer under his or her signature.