<PAGE>

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

                                   FORM 10-K
(MARK ONE)

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

[ ] 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 0-29083

                           THREE RIVERS BANCORP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<S>                                            <C>
                 PENNSYLVANIA                                    25-1843375
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

   2681 MOSSIDE BOULEVARD, MONROEVILLE, PA                       15146-3315
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</Table>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (412) 666-8063

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<Table>
<Caption>
             TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
             -------------------                 -----------------------------------------
<S>                                            <C>
</Table>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         COMMON STOCK, $0.01 PAR VALUE
                                (TITLE OF CLASS)

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [X]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 2002 was approximately $91,207,328.85.

     The number of shares of Common Stock outstanding on February 28, 2002 was
8,535,773.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                FORM 10-K INDEX

<Table>
  <S>        <C>                                                           <C>
  PART I
  Item 1.    Business....................................................    2
  Item 2.    Properties..................................................   10
  Item 3.    Legal Proceedings...........................................   11
  Item 4.    Submission of Matters to a Vote of Security Holders.........   11

  PART II
  Item 5.    Market for the Registrant's Common Stock and Related
               Stockholder Matters.......................................   11
  Item 6.    Selected Consolidated Financial Data........................   11
  Item 7.    Management's Discussion and Analysis of Consolidated
               Financial Condition and Results of Operations.............   13
  Item 7A    Quantitative and Qualitative Disclosures about Market
               Risk......................................................   30
  Item 8.    Consolidated Financial Statements and Supplementary Data....   31
  Item 9.    Changes In and Disagreements With Accountants On Accounting
               and Financial Disclosure..................................   62

  PART III
  Item 10.   Directors and Executive Officers of the Registrant..........   62
  Item 11.   Executive Compensation......................................   62
  Item 12.   Security Ownership of Certain Beneficial Owners and
               Management................................................   62
  Item 13.   Certain Relationships and Related Transactions..............   62

  PART IV
  Item 14.   Exhibits, Consolidated Financial Statement Schedules, and
               Reports on Form 8-K.......................................   62
             Signatures..................................................   65
</Table>

                                        1
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Three Rivers Bancorp, Inc. (the "Company") is a registered bank holding
company organized under the Pennsylvania Business Corporation Law and is
registered under the Bank Holding Company Act of 1956, as amended (the "BHCA.")
The Company became a holding company upon acquiring all of the outstanding
shares of Three Rivers Bank (the "Bank") on April 1, 2000 from Ameriserv
Financial, Inc., formerly known as USBANCORP, Inc.

     On April 1, 2000, Ameriserv Financial, Inc. executed its approved Board of
Directors plan to split it's banking subsidiaries into two separate publicly
traded companies and Three Rivers Bancorp, Inc. was formed. On this date, Three
Rivers Bank was spun-off from Ameriserv Financial, Inc. and into the Company.

     Under the tax-free spin-off plan, 100% of the shares of Three Rivers
Bancorp, Inc., were distributed as a dividend to the shareholders of Ameriserv
Financial as a 1 for 2 stock dividend based on their existing Ameriserv
Financial ownership. Standard Mortgage Company ("SMC"), a mortgage banking
company, a subsidiary of Three Rivers Bank, was internally spun-off from Three
Rivers Bank to Ameriserv Financial prior to consummation of the Three Rivers
Bank spin-off. As a result of the spin-off of SMC, on April 1, 2000, total
assets and equity at Three Rivers Bank decreased by $10,159,000, the net equity
of SMC. The results of operations from SMC are reported as discontinued
operations, net of income tax, for all periods presented.

     For the spin-off of Three Rivers Bank to be considered "tax-free",
Ameriserv Financial, Inc. petitioned to and received from the Internal Revenue
Service a private letter ruling. This private letter ruling contains certain
commitments on the part of the Company including no change in control for a
two-year period and a requirement to raise capital within one year after the
spin-off. The requirement to raise capital could include issuing capital stock
in connection with a business combination.

     Pursuant to the definitive agreement signed by the Company and The
Pennsylvania Capital Bank ("PA Capital Bank) on February 1, 2001, the Company
completed its acquisition of PA Capital Bank on July 1, 2001. On that date, the
Company acquired all the stock of PA Capital Bank and merged PA Capital Bank
into Three Rivers Bank, a wholly owned subsidiary of the Company (the "Bank").
The acquisition was accounted for under the purchase method of accounting. The
transaction pricing was calculated using an underlying exchange ratio of 4.61.
The price of the Company's stock at February 1, 2001, the determination date,
was $9.00, which created a value of $41.50 a share for PA Capital Bank's stock.
Each PA Capital Bank shareholder received 90% of the deal price in the Company's
stock and 10% in cash.

     The total merger consideration given for PA Capital Bank's nets assets
totaled $20.0 million. This consisted of the issuance of 1,837,677 shares of the
Company's stock and $3.4 million in cash. The cash component was comprised of a
$1.8 million payment to PA Capital Bank shareholders and a $1.6 million payment
to cash out existing PA Capital Bank stock option holders. The acquisition added
cash of approximately $43.4 million, loans receivable with a fair value of $83.7
million, investment securities and other assets of $12.7, deposits with a fair
value of $123.5 million and other liabilities of $279,000. As a result of the
transaction, $4.8 million of core deposit intangible ($3.1 million net of taxes)
was recorded and will be amortized over 11 years. For further discussion see
Note #23 of the Company's Consolidated Financial Statements.

     The Company's principal activities consist of owning and operating Three
Rivers Bank. At December 31, 2001, the Company had, on a consolidated basis,
total assets, deposits, and shareholders' equity of $1.023 billion, $774 million
and $82 million, respectively. The Company and its subsidiary entity derive
substantially all of their income from banking and bank-related services. The
Company functions primarily as a coordinating and servicing unit for its
subsidiary entity in general management and financial and strategic planning.
The Company, as a bank holding company, is regulated under the BHCA, and is
supervised by the Board of Governors of the Federal Reserve System (the
"Board").

                                        2
<PAGE>

THREE RIVERS BANCORP INC. BANKING SUBSIDIARY: THREE RIVERS BANK

     Three Rivers Bank is a state bank chartered under the Pennsylvania Banking
Code of 1965, as amended. Through 25 locations in Allegheny, Westmoreland and
Washington Counties, Pennsylvania, Three Rivers Bank conducts a general retail
banking business consisting of granting commercial, consumer, construction,
mortgage and student loans, and offering checking, interest bearing demand,
savings and time deposit services. It also operates 25 ATMs that are affiliated
with MAC, a regional ATM network, and Plus System, a national ATM network.

     Three Rivers Bank also offers wholesale banking services to merchants,
governmental units, and other large commercial accounts. Such services include
balancing services, lock box accounts, and providing coin and currency.
Additionally, TRB Financial Services Corporation, a wholly owned subsidiary of
Three Rivers Bank was formed on August 5, 1997. TRB Financial Services
Corporation engages in the sale of annuities and mutual funds.

     Pursuant to a definitive agreement entered into by the Company and PA
Capital Bank, on July 1, 2001 PA Capital Bank was effectively merged into Three
Rivers Bank (for further discussion see Note #23 to the Company's Consolidated
Financial Statements).

     Three Rivers Bank's deposit base is such that loss of one depositor or a
related group of depositors would not have a materially adverse effect on its
business. In addition, the loan portfolio is also diversified so that one
industry or group of related industries does not comprise a material portion of
the loan portfolio.

     Three Rivers Bank's business is not seasonal nor does it have any risks
attendant to foreign sources.

     As a state chartered, federally-insured bank and trust company which is not
a member of the Federal Reserve System, Three Rivers Bank is subject to
supervision and regular examination by the Pennsylvania Department of Banking
and the Federal Deposit Insurance Corporation. Various federal and state laws
and regulations govern many aspects of its banking operations. The following is
a summary of key data (dollars in thousands) and ratios at and for the year
ended December 31, 2001:

<Table>
<S>                                                           <C>
Headquarters................................................  Monroeville, PA
Chartered...................................................             1965
Total Assets (99.9% of the Company's total).................       $1,022,518
Total Investment Securities (100.0% of Company's total).....         $380,598
Total Loans (net of unearned income) (100.0% of the
  Company's total)..........................................         $557,897
Total Deposits (100.0% of the Company's total)..............         $774,253
Total Net Income (104.0% of the Company's total)............           $7,459
Asset Leverage Ratio........................................            6.41%
2001 Return on Average Assets...............................            0.75%
2001 Return on Average Equity...............................           10.33%
Total Full-time Equivalent Employees (100.0% of the
  Company's total)..........................................              256
Number of Offices (100.0% of the Company's total)...........               25
</Table>

                                        3
<PAGE>

EXECUTIVE OFFICERS

     Information relative to current executive officers of the Company or its
subsidiaries is listed in the following table:

<Table>
<Caption>
                                           OFFICE WITH THREE RIVERS BANCORP,
NAME                       AGE                 INC. AND THREE RIVERS BANK
----                       ---             ---------------------------------
<S>                        <C>   <C>
Terry K. Dunkle..........  60    Chairman and CEO of Three Rivers Bancorp, Inc. and
                                 Three Rivers Bank
W. Harrison Vail.........  61    President and COO of Three Rivers Bancorp, Inc. and
                                 Three Rivers Bank
Vincent L. Locher........  37    Senior Vice President and Chief Lending Officer of
                                 Three Rivers Bancorp, Inc. and Three Rivers Bank
Harry G. King............  53    Senior Vice President of Bank Operations & Support
                                 Services of Three Rivers Bancorp, Inc. and Three
                                 Rivers Bank
Anthony M.V. Eramo.......  36    Senior Vice President and Chief Financial Officer of
                                 Three Rivers Bancorp, Inc. and Three Rivers Bank
Gary M. McKeown..........  57    Senior Vice President and Chief Credit Officer of
                                 Three Rivers Bancorp, Inc. and Three Rivers Bank
</Table>

     Mr. Dunkle became Chairman and CEO of Three Rivers Bancorp, Inc. on April
1, 2000 when Three Rivers Bank was spun-off from Ameriserv Financial, Inc. and
into the newly formed Three Rivers Bancorp, Inc. In February 1994, Mr. Dunkle
was appointed Chairman, President and Chief Executive Officer of Ameriserv
Financial, Inc. In April 1998, Mr. Dunkle was appointed as President and Chief
Executive Officer of U.S. Bank and Executive Vice President and Secretary of
Ameriserv Financial, Inc. Prior to joining Ameriserv Financial, Mr. Dunkle
served the five previous years as Executive Vice President of Commonwealth
National Bank in Harrisburg, Pennsylvania.

     Mr. Vail has served as Three Rivers Bancorp, Inc.'s President and Chief
Operating Officer since its organization on April 1, 2000. Mr. Vail is also the
President and Chief Operating Officer of Three Rivers Bank. Mr. Vail has served
as the President and Chief Executive Officer of Three Rivers Bank from 1985 to
March 2000. Prior to 1985, Mr. Vail held positions with Fayette Bank and Trust
Company, Burnett Bank in Florida and the Yough Valley National Bank of
Connellsville, where he served as Executive Vice President.

     Mr. King is Senior Vice President of Bank Operations and Support Services,
a position he has held since 1998. Mr. King joined Three Rivers Bank in 1972 and
has held various positions at the bank, including: Management Trainee, Branch
Manager, Branch Manager, Branch Coordinator, Assistant Cashier, Assistant Vice
President and Vice President of Marketing.

     Mr. Locher has served as Three Rivers Bancorp, Inc.'s Senior Vice President
and Chief Lending Officer since 1996. Mr. Locher joined Three Rivers Bank in
1990 as a commercial loan officer. Prior to joining the Bank, Mr. Locher was a
commercial loan review officer for the Bank's former parent company, Ameriserv
Financial, Inc. Prior to joining Ameriserv Financial, Inc., Mr. Locher was
employed by Dominion Bank in Roanoke, Virginia as a participant in their
management training program.

     Mr. Eramo has served as Three Rivers Bancorp, Inc.'s Senior Vice President
and Chief Financial Officer since its organization on April 1, 2000. Prior to
that, Mr. Eramo served as Vice President and Manger of Specialized Accounting
for Ameriserv Financial, Inc. Prior to joining Ameriserv Financial, Inc., Mr.
Eramo was Vice President and Chief Financial Officer of Sentry Savings and Loan
in Stamford, Connecticut.

     Mr. McKeown has served as Three Rivers Bancorp, Inc.'s Senior Vice
President and Chief Credit Officer since its organization on April 1, 2000.
Prior to that, Mr. McKeown served in the same capacity for Ameriserv Financial,
Inc. since 1986. Prior to that, Mr. McKeown was employed by Equibank in
commercial lending, loan review and credit.

                                        4
<PAGE>

MONETARY POLICIES

     Commercial banks are affected by policies of various regulatory authorities
including the Federal Reserve System. An important function of the Federal
Reserve System is to regulate the national supply of bank credit. Among the
instruments of monetary policy used by the Board of Governors are: open market
operations in U.S. Government securities, changes in the discount rate on member
bank borrowings, and changes in reserve requirements on bank deposits. These
means are used in varying combinations to influence overall growth of bank
loans, investments, and deposits, and may also affect interest rate charges on
loans or interest paid for deposits. The monetary policies of the Board of
Governors have had a significant effect on the operating results of commercial
banks in the past and are expected to continue to do so in the future.

COMPETITION

     The subsidiary entity faces strong competition from other commercial banks,
savings banks, savings and loan associations, credit unions and several other
financial or investment service institutions for business in the communities
they serve. Several of these institutions are affiliated with major banking and
financial institutions, such as Mellon Bank Corporation, Citizens Bank, PNC
Financial Services Group, Inc., Dollar Bank, and National City Bank which are
substantially larger and have greater financial resources than Three Rivers
Bank, the Company's sole subsidiary. As the financial services industry
continues to consolidate, the scope of potential competition affecting the
subsidiary entity will also increase. For most of the services that the
subsidiary entities perform, there is also competition from credit unions and
issuers of commercial paper and money market funds. Such institutions, as well
as brokerage houses, consumer finance companies, insurance companies, and
pension trusts, are important competitors for various types of financial
services. In addition, personal and corporate trust investment counseling
services are offered by insurance companies, other firms, and individuals.

MARKET AREA

     Three Rivers Bancorp, Inc.'s primary market area is Western Pennsylvania,
specifically, having 16 offices in Allegheny County with emphasis on the
Mon-Valley. Three River's newest office added in 2001 is located in downtown
Pittsburgh. Three Rivers Bancorp also has three offices in Westmoreland County
near the Allegheny County border and three offices in Washington County; two in
the City of Washington and along in the southeast boundary of Washington and
Allegheny counties. Three Rivers Bancorp, Inc.'s primary market area is the
Pittsburgh Metropolitan Statistical Area.

     The Pittsburgh MSA consists of Allegheny, Beaver, Butler, Fayette,
Washington, and Westmoreland Counties of Pennsylvania. This MSA saw slow down in
job growth during 2001, with preliminary data showing 0.10% growth for 2001. The
unemployment rate average 4.4% in 2001; however, it finished the year at 4.8%.
After three good years, single family housing permit growth weekend in 2001. The
slowdown in single family permits was more the offset by an increase in
multi-family permits. Low mortgage interest rates assisted fairly strong home
sales in 2001.

EMPLOYEES

     The Company employed approximately 256 persons as of December 31, 2001, in
full- and part-time positions.

COMMITMENTS AND LINES OF CREDIT

     The Company's banking subsidiary is obligated under commercial, standby,
and trade-related irrevocable letters of credit aggregating $6.5 million at
December 31, 2001. In addition, the subsidiary bank has issued lines of credit
to customers generally for periods of up to one year. Borrowings under such
lines of credit are usually for the working capital needs of the borrower. At
December 31, 2001, the Company's banking subsidiary had unused loan commitments
of approximately $123.0 million.

                                        5
<PAGE>

STATISTICAL DISCLOSURES FOR BANK HOLDING COMPANIES

     The following Guide 3 information is included in this Form 10-K as listed
below:

        I.    Distribution of Assets, Liabilities, and Stockholders' Equity;
              Interest Rates and Interest Differential Information. Information
              required by this section is presented on pages 18, 25, 26 and 27.

        II.   Investment Portfolio Information required by this section is
              presented on pages 6, 7 and 39.

        III.   Loan Portfolio Information required by this section appears on
               pages 7, 8, 40 and 41.

        IV.   Summary of Loan Loss Experience Information required by this
              section is presented on pages 21, 22, 23 and 40.

        V.    Deposits Information required by this section follows on pages 9,
              42 and 43.

        VI.   Return on Equity and Assets Information required by this section
              is presented on page 12 and 13.

        VII.  Short-Term Borrowings Information required by this section is
              presented on page 10.

INVESTMENT PORTFOLIO

     Investment securities held to maturity are carried at amortized cost while
investment securities classified as available for sale are reported at fair
value. At December 31, 2001, 100% of the securities portfolio was classified as
available for sale.

     The following table sets forth the book and market value of the Company's
investment portfolio as of the periods indicated:

     Investment Securities Available for Sale at:

<Table>
<Caption>
                                                               DECEMBER 31,
                                                     --------------------------------
                                                       2001        2000        1999
                                                     --------    --------    --------
                                                              (IN THOUSANDS)
<S>                                                  <C>         <C>         <C>
Book Value:
  U.S. Treasury....................................  $  4,570    $  4,061    $  5,033
  U.S. Agency......................................    56,999      18,300      17,838
  State and municipal..............................    29,085      29,352      60,480
  Mortgage-backed securities.......................   271,812     337,853     431,008
  Other securities.................................    19,522      34,555      34,561
                                                     --------    --------    --------
Total book value of investment securities available
  for sale.........................................  $381,988    $424,121    $548,920
                                                     ========    ========    ========
Total market value of investment securities
  available for sale...............................  $380,598    $416,745    $522,264
                                                     ========    ========    ========
Market value to book value.........................      99.6%       98.3%       95.1%
</Table>

     With the entire portfolio being classified as available for sale, the
Company has greater flexibility to manage the securities portfolio to better
achieve overall balance sheet rate sensitivity goals and provide liquidity to
fund loan growth if needed. The mark to market of the available for sale
portfolio does inject more volatility in the book value of equity but has no
impact on regulatory capital.

     The total securities portfolio decreased by approximately $42.1 million
between December 31, 2001, and December 31, 2000, and decreased by $124.8
million between year ended 2000 and 1999. The decline in 2001 and 2000 is
attributed to the use of cashflows from investment security sales, maturities
and principal repayments to paydown higher costing borrowings.

                                        6
<PAGE>

     At December 31, 2001, investment securities having a book value of $258.2
million were pledged as collateral for public funds, and FHLB borrowings.

     The Company and its subsidiary, collectively, did not hold securities of
any single issuer, excluding U.S. Treasury and U.S. Agencies, that exceeded 10%
of shareholders' equity at December 31, 2001.

     Maintaining investment quality is a primary objective of the Company's
investment policy which, subject to certain minor exceptions, prohibits the
purchase of any investment security below a Moody's Investor Service or Standard
& Poor's rating of "A." At December 31, 2001, 98.6% of the portfolio was rated
"AAA" compared to 97.8% at December 31, 2000. Less than 1.1% was rated below "A"
or unrated at December 31, 2001.

LOAN PORTFOLIO

     The following table sets forth the Company's loans by major category as of
the dates set forth below:

<Table>
<Caption>
                                                   AT DECEMBER 31
                              --------------------------------------------------------
                                2001        2000        1999        1998        1997
                              --------    --------    --------    --------    --------
                                                   (IN THOUSANDS)
<S>                           <C>         <C>         <C>         <C>         <C>
Commercial..................  $ 77,770    $ 44,569    $ 45,861    $ 53,563    $ 39,003
Commercial loans secured by
  real estate...............   296,665     237,830     207,067     167,091     171,377
Real estate-mortgage(1).....   169,048     181,066     193,850     213,067     225,008
Consumer....................    22,419      25,491      33,042      34,565      31,396
                              --------    --------    --------    --------    --------
     Total loans............   565,902     488,956     479,820     468,286     466,784
     Less: Unearned
       income...............       (13)        (31)        (58)        (92)       (169)
                              --------    --------    --------    --------    --------
     Total loans, net of
       unearned income......  $565,889    $488,925    $479,762    $468,194    $466,615
                              ========    ========    ========    ========    ========
</Table>

---------------
(1) At December 31, 2001 and 2000, real estate-construction loans constituted
    3.2% and 2.6% of the Company's total loans, net of unearned income,
    respectively.

     Total loans, net of unearned income, increased by $77.0 million, or 15.7%,
between December 31, 2000, and December 31, 2001. This growth occurred in
commercial and commercial loans secured by real estate, which increased by $33.2
million, or 74.5%, and $58.8 million, or 24.7%, respectively. This growth,
however, was partially offset by decreases in the remaining loan categories. The
higher loan totals in commercial loans and commercial loans secured by real
estate in general resulted from the loans acquired in conjunction with the PA
Capital Bank acquisition of approximately $83 million. Additionally, the
increase in these loan categories resulted from increased production from both
middle market and small business lending (loans less than $250,000). This
improved new loan production was due primarily to more effective sales efforts,
which have included an intensive customer-calling program and existing customers
being a source of additional relationships and referrals. Other factors
contributing to the loan growth were a stable economic environment.

     Total residential mortgage loans decreased $12.0 million, or 6.6%, between
2001 and 2000 as principal prepayments, which primarily resulted from the
declining interest rate environment, exceeded new loan originations.
Additionally, the Company is selling the majority of new fixed-rate mortgage
products to assist in asset/liability positioning and to reduce the Company's
overall dependence on residential mortgage loans. Total consumer loans declined
by $3.1 million or 12.1% in 2001, $7.6 million or 22.9% in 2000, $1.5 million or
4.4% in 1999 and increased $3.2 million or 10.1% in 1998. The overall drop was
due to the net run-off in the consumer loan portfolio and the Company scaling
back its consumer loan operation.

                                        7
<PAGE>

     The amount of loans outstanding by category as of December 31, 2001, which
are due in (i) one year or less, (ii) more than one year through five years, and
(iii) over five years, are shown in the following table. Loan balances are also
categorized according to their sensitivity to changes in interest rates.

<Table>
<Caption>
                                                             MORE THAN
                                                              ONE YEAR
                                                 ONE YEAR     THROUGH         OVER        TOTAL
                                                 OR LESS     FIVE YEARS    FIVE YEARS     LOANS
                                                 --------    ----------    ----------    --------
                                                          (IN THOUSANDS, EXCEPT RATIOS)
<S>                                              <C>         <C>           <C>           <C>
Commercial.....................................  $ 35,202     $ 31,975      $ 10,593     $ 77,770
Commercial loans secured by real estate........    67,995       97,582       131,088      296,665
Real estate-mortgage...........................    26,283       27,132       115,633      169,048
Consumer.......................................     8,160        8,703         5,556       22,419
                                                 --------     --------      --------     --------
     Total.....................................   137,640      165,392       262,870      565,902
                                                 ========     ========      ========     ========
Loans with fixed-rate..........................    25,449      112,957       222,059      360,465
Loans with floating-rate.......................   112,191       52,435        40,811      205,437
                                                 --------     --------      --------     --------
     Total.....................................   137,640      165,392       262,870      565,902
                                                 ========     ========      ========     ========
Percent composition of maturity................     24.32%       29.23%        46.45%      100.00%
Fixed-rate loans as a percentage of total
  loans........................................     18.49%       68.30%        84.47%       63.70%
Floating-rate loans as a percentage of total
  loans........................................     81.51%       31.70%        15.53%       36.30%
</Table>

     The loan maturity information is based upon original loan terms and is not
adjusted for principal paydowns and "rollovers." In the ordinary course of
business, loans maturing within one year may be renewed, in whole or in part, as
to principal amount at interest rates prevailing at the date of renewal.

     At December 31, 2001, 63.7% of total loans were fixed-rate, which was
comparable with the prior year total of 61.4%. The stability in the fixed-rate
percentage between years reflects continued customer preference for fixed-rate
loans in this overall low interest rate environment. To mitigate the interest
rate risk associated with fixed rate loans, many of the commercial loans have
prepayment penalties. Also, a good portion of the commercial real estate loan
growth has occurred in the five to ten year fixed-rate area. For additional
information regarding interest rate sensitivity, see "Management's Discussion
and Analysis of Consolidated Financial Condition and Results of
Operations -- Interest Rate Sensitivity."

COMMERCIAL

     This category includes credit extensions to commercial and industrial
borrowers. These credits are typically secured by business assets, including
accounts receivable, inventory and equipment. Advance rates on accounts are
limited to 80% of eligible receivables and 50% of raw materials and finished
goods inventory. Overall balance sheet strength and profitability are considered
when analyzing these credits, with special attention given to current and
historical cash flow coverage. Policy permits flexibility in determining
acceptable coverage ratios. In general, new customer cash flow coverage ratios
are 1.2 to 1 and existing customer ratios seldom fall below 1.1 to 1. Personal
guarantees are frequently required, however, as the strength of the borrower
increases our ability to obtain personal guarantees decreases. In addition to
economic risk, this category is subject to risk of weak borrower management and
industry risk, all of which are considered at underwriting.

COMMERCIAL LOANS SECURED BY REAL ESTATE

     This category includes various types of loans, including acquisition and
construction of investment property, owner-occupied and operating property.
Maximum term, minimum cash flow coverage, leasing requirements, maximum
amortization and maximum loan to value ratios are controlled by Credit Policy
and follow industry guidelines and norms and regulatory limitations. Personal
guarantees are always required during the construction phase on construction
credits and are frequently obtained on mid to smaller

                                        8
<PAGE>

commercial real estate loans. In addition to economic risk, this category is
subject to geographic and portfolio concentration risk, which are monitored and
considered at underwriting.

REAL ESTATE -- MORTGAGE

     This category includes mortgages that are secured by residential property.
Underwriting of loans within this category is pursuant to Federal Home Loan
Mortgage Corporation ("Freddie Mac") underwriting guidelines, with the exception
of Community Reinvestment Act ("CRA") loans, which have more liberal standards.
The major risk in this category is that a significant downward economic trend
could increase unemployment and cause payment defaults.

CONSUMER

     This category includes consumer installment loans and revolving credit
plans. Underwriting standards identify undesirable loans, repayment terms and
debt coverage ratios. Loans with debt to income coverage of 45% or less are
considered satisfactory. Loans between 46% and 50% require special approval, and
loans over 50% are exceptions to policy. The major risk in this category is that
a significant downward economic trend could increase unemployment and cause
payment defaults.

DEPOSITS

     The following table sets forth the average balance of the Company's
deposits and the average rates paid thereon for the past three calendar years:

<Table>
<Caption>
                                         2001              2000              1999
                                    ---------------   ---------------   ---------------
                                     AMOUNT    RATE    AMOUNT    RATE    AMOUNT    RATE
                                    --------   ----   --------   ----   --------   ----
                                               (IN THOUSANDS, EXCEPT RATES)
<S>                                 <C>        <C>    <C>        <C>    <C>        <C>
Demand -- non-interest bearing....  $ 99,956     --%  $ 86,536     --%  $ 83,442     --%
Demand -- interest bearing........    44,733   0.80     41,397   0.78     43,769   0.99
Savings...........................    59,203   1.76     63,064   2.15     66,505   1.82
Money markets.....................    82,904   2.61     49,047   3.14     57,235   2.96
Other time........................   407,128   5.70    363,292   5.72    316,227   5.04
                                    --------   ----   --------   ----   --------   ----
Total deposits....................  $693,924   3.85%  $603,336   3.98%  $567,178   3.99%
</Table>

     Total deposits increased by $90.6 million or, 15.0%, in 2001 due to $128
million of deposits acquired in conjunction with the PA Capital Bank Purchase.
Additionally, the increase in average balance also results from the Company's
effort to raise funding for the repayment of higher costing Federal Home Loan
Bank ("FHLB") borrowings. The growth in demand deposits over each of the past
two years reflects the success of new business generated in conjunction with the
increased commercial lending activity.

     The following table indicates the maturities and amounts of certificates of
deposit issued in denominations of $100,000 or more as of December 31, 2001:

<Table>
<Caption>
                        MATURING IN:
                        ------------                          (IN THOUSANDS)
<S>                                                           <C>
Three months or less........................................     $42,434
Over three through six months...............................       6,736
Over six through twelve months..............................      19,047
Over twelve months..........................................      26,518
                                                                 -------
Total.......................................................     $94,735
                                                                 =======
</Table>

                                        9
<PAGE>

FEDERAL FUNDS PURCHASED, SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE, AND
OTHER SHORT-TERM BORROWINGS

     The outstanding balances and related information for federal funds
purchased, securities sold under agreements to repurchase, and other short-term
borrowings are summarized as follows:

<Table>
<Caption>
                                                   AT OR FOR THE YEAR ENDED DECEMBER 31, 2001
                                                   -------------------------------------------
                                                                   SECURITIES         OTHER
                                                    FEDERAL        SOLD UNDER        SHORT-
                                                     FUNDS         AGREEMENTS         TERM
                                                   PURCHASED     TO REPURCHASE     BORROWINGS
                                                   ----------    --------------    -----------
                                                          (IN THOUSANDS, EXCEPT RATES)
<S>                                                <C>           <C>               <C>
Balance..........................................   $    --          $  --           $    --
Maximum indebtedness at any month end............     9,450             --                --
Average balance during year......................       838             --               367
Average rate paid for the year...................      4.18%            --%             4.36%
Average rate on period end balance...............        --             --                --
                                                    =======          =====           =======
</Table>

<Table>
<Caption>
                                                   AT OR FOR THE YEAR ENDED DECEMBER 31, 2000
                                                   -------------------------------------------
                                                                   SECURITIES         OTHER
                                                    FEDERAL        SOLD UNDER        SHORT-
                                                     FUNDS         AGREEMENTS         TERM
                                                   PURCHASED     TO REPURCHASE     BORROWINGS
                                                   ----------    --------------    -----------
                                                          (IN THOUSANDS, EXCEPT RATES)
<S>                                                <C>           <C>               <C>
Balance..........................................   $ 4,100          $   --          $ 5,066
Maximum indebtedness at any month end............    20,815             268           62,726
Average balance during year......................    15,688              66           32,033
Average rate paid for the year...................      6.33%           4.69%            6.26%
Average rate on period end balance...............      6.25              --             6.64
                                                    =======          ======          =======
</Table>

<Table>
<Caption>
                                                   AT OR FOR THE YEAR ENDED DECEMBER 31, 1999
                                                   -------------------------------------------
                                                                   SECURITIES         OTHER
                                                    FEDERAL        SOLD UNDER        SHORT-
                                                     FUNDS         AGREEMENTS         TERM
                                                   PURCHASED     TO REPURCHASE     BORROWINGS
                                                   ----------    --------------    -----------
                                                          (IN THOUSANDS, EXCEPT RATES)
<S>                                                <C>           <C>               <C>
Balance..........................................   $10,000          $   --          $16,150
Maximum indebtedness at any month end............    20,800             786           85,450
Average balance during year......................    19,287             395           42,053
Average rate paid for the year...................      5.11%           3.50%            5.20%
Average rate on period end balance...............      4.75              --             4.06
                                                    =======          ======          =======
</Table>

     Average amounts outstanding during the year represent daily averages.
Average interest rates represent interest expense divided by the related average
balances. Collateral related to securities sold under agreements to repurchase
are maintained within the Company's investment portfolio.

     These borrowing transactions range from overnight to one year in maturity.
The average maturity was 92 days at the end of 2000 and 87 days at the end of
1999.

ITEM 2.  PROPERTIES

     The principal offices of the Company and Three Rivers Bank occupy a
two-story building at 2681 Mosside Boulevard in Monroeville. The Company and its
subsidiary bank occupy the main office as well as 13 other locations that are
owned. Eleven additional locations are leased with terms expiring from February
28, 2003, to April 30, 2011.

                                        10
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     The Company is subject to a number of asserted and unasserted potential
legal claims encountered in the normal course of business. In the opinion of
both management and legal counsel, there is no present basis to conclude that
the resolution of these claims will have a material adverse effect on the
Company's consolidated financial position.

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

     No matter was submitted by the Company to its shareholders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.

                                    PART II

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

     As of January 31, 2002, the Company had 4,936 shareholders of record of its
Common Stock.

COMMON STOCK

     Three Rivers Bancorp, Inc.'s Common Stock began trading on the NASDAQ
National Market System on April 1, 2000 under the symbol "TRBC." The following
table sets forth the high and low closing prices and the cash dividends declared
per share for the periods indicated:

<Table>
<Caption>
                                                           CLOSING PRICES       CASH
                                                          ----------------    DIVIDENDS
                                                           HIGH      LOW      DECLARED
                                                          ------    ------    ---------
<S>                                                       <C>       <C>       <C>
Year Ended December 31, 2001:
  First Quarter.........................................  $ 9.75    $ 8.25      $0.12
  Second Quarter........................................   11.30      8.63       0.12
  Third Quarter.........................................   13.25     10.48       0.12
  Fourth Quarter........................................   12.50     10.75       0.12
Year Ended December 31, 2000:
  First Quarter.........................................  $   NA    $   NA      $  NA
  Second Quarter........................................   11.50      6.56       0.12
  Third Quarter.........................................    8.44      6.75       0.12
  Fourth Quarter........................................    8.63      7.63       0.12
</Table>

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

     The following table sets forth the consolidated financial data of the
Company for the years 2001 and 2000 and the Bank only for all prior periods. The
years 1997 thru 1999 exclude the balance sheet data and results of operations of
SMC, the Bank's wholly owned subsidiary that was spun off to Ameriserv
Financial, Inc. on April 1, 2000 in conjunction with Ameriserv Financial, Inc.'s
spin-off of the Bank.

     The following selected consolidated financial data should be read in
conjunction with the audited Consolidated Financial Statements included herein
under Item 8.

     The capital structure that existed when the Bank operated as part of
Ameriserv Financial, Inc. during the years 1997 thru 1999 is not representative
of the capital structure of the Company as a separate, independent company in
2000 and 2001. Accordingly, cash dividends declared have not been presented and
per share data for earnings is based on an assumed distribution of one share of
Three Rivers Bancorp, Inc. common stock for every two shares of Ameriserv
Financial, Inc. common stock outstanding.

                                        11
<PAGE>

<Table>
<Caption>
                                                     AT OR FOR THE YEAR ENDED DECEMBER 31
                                           --------------------------------------------------------
                                              2001        2000        1999        1998       1997
                                           ----------   --------   ----------   --------   --------
                                           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S>                                        <C>          <C>        <C>          <C>        <C>
SUMMARY OF INCOME STATEMENT DATA:
Total interest income....................  $   66,995   $ 70,415   $   70,816   $ 67,926   $ 65,103
Total interest expense...................      40,660     44,325       41,082     38,455     36,032
                                           ----------   --------   ----------   --------   --------
Net interest income......................      26,335     26,090       29,734     29,471     29,071
  Provision for loan losses..............       1,050        600          300        300        113
                                           ----------   --------   ----------   --------   --------
Net interest income after provision for
  loan losses............................      25,285     25,490       29,434     29,171     28,958
Total non-interest income................       5,086      4,262        5,653      6,918      5,282
Total non-interest expense...............      21,344     23,831       21,027     20,320     19,598
                                           ----------   --------   ----------   --------   --------
Income from continuing operations, before
  income taxes...........................       9,027      5,921       14,060     15,769     14,642
  Provision for income taxes.............       1,858        936        4,090      4,762      4,522
                                           ----------   --------   ----------   --------   --------
Income from continuing operations........       7,169      4,985        9,970     11,007     10,120
  (Loss)/income from discontinued
     mortgage banking operation, net of
     taxes...............................          --       (267)         (30)       252      1,286
                                           ----------   --------   ----------   --------   --------
Net income...............................  $    7,169   $  4,718   $    9,940   $ 11,259   $ 11,406
                                           ==========   ========   ==========   ========   ========
Net income applicable to common stock....  $    7,169   $  4,718   $    9,940   $ 11,007   $ 11,406
                                           ==========   ========   ==========   ========   ========
PER COMMON SHARE DATA:
Basic:
  Income from continuing operations......  $     0.94   $   0.75   $     1.49   $   1.57   $   1.35
  Net Income.............................        0.94       0.71         1.49       1.61       1.52
Diluted:
  Income from continuing operations......        0.94       0.75         1.48       1.54       1.32
  Net Income.............................        0.94       0.71         1.48       1.58       1.49
Cash dividends declared..................        0.48       0.36           NA         NA         NA
Book value at period end.................        9.66       8.80         8.38       9.03       7.06
                                           ==========   ========   ==========   ========   ========
BALANCE SHEET AND OTHER DATA:
Total assets.............................  $1,022,600   $947,061   $1,065,736   $985,586   $947,669
Loans, net of unearned income............     565,889    488,925      479,762    468,194    466,615
Allowance for loan losses................       7,992      5,393        5,021      6,104      6,006
Investment securities available for
  sale...................................     380,598    416,745      522,264    327,669    279,461
Investment securities held to maturity...          --         --           --    149,988    167,339
Deposits.................................     774,253    631,990      572,695    560,450    525,810
Total borrowings.........................     156,512    244,675      438,394    354,272    360,844
Stockholders' equity.....................      82,382     58,724       45,367     61,031     51,838
Full-time equivalent employees...........         256        243          246        260        259
                                           ==========   ========   ==========   ========   ========
</Table>

                                        12
<PAGE>

<Table>
<Caption>
                                                     AT OR FOR THE YEAR ENDED DECEMBER 31
                                           --------------------------------------------------------
                                              2001        2000        1999        1998       1997
                                           ----------   --------   ----------   --------   --------
                                           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S>                                        <C>          <C>        <C>          <C>        <C>
SELECTED FINANCIAL RATIOS:
Return on average total equity...........        9.71%     10.28%       17.92%     18.58%     20.13%
Return on average assets.................        0.72       0.50         0.97       1.16       1.14
Loans, net of unearned income, as a
  percent of deposits, at period end.....       73.09      77.36        83.77      83.54      88.74
Ratio of average total equity to average
  assets.................................        7.44       4.87         5.39       6.27       5.68
Common stock cash dividends as a percent
  of net income applicable to common
  stock..................................       50.86      50.95           NA         NA         NA
Common and preferred stock cash dividends
  as a percent of net income.............       50.86      50.95           NA         NA         NA
Interest rate spread.....................        2.04       2.12         2.56       2.74       2.96
Net interest margin......................        2.83       2.73         3.07       3.31       3.50
Allowance for loan losses as a percentage
  of loans and loans held for sale, net
  of unearned income, at period end......        1.41       1.10         1.05       1.30       1.29
Non-performing assets as a percentage of
  loans and loans held for sale and other
  real estate owned, at period end.......        0.67       0.53         1.87       0.66       0.96
Net charge-offs as a percentage of
  average loans and loans held for
  sale...................................        0.07       0.05         0.30       0.04       0.03
Ratio of earnings to fixed charges and
  preferred dividends:(1)
  Excluding interest on deposits.........       1.65X      1.29X        1.64X      1.84X      1.91X
  Including interest on deposits.........        1.22       1.13         1.34       1.41       1.41
One year GAP ratio, at period end........        1.04       0.87         0.57       1.02       0.64
                                           ==========   ========   ==========   ========   ========
</Table>

---------------
(1) The ratio of earnings to fixed charges and preferred dividends is computed
    by dividing the sum of income before taxes, fixed charges, and preferred
    dividends by the sum of fixed charges and preferred dividends. Fixed charges
    represent interest expense and are shown as both excluding and including
    interest on deposits.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS ("M. D. & A.")

     The following discussion and analysis of financial condition and results of
operations of Three Rivers Bancorp, Inc. should be read in conjunction with the
consolidated financial statements including the related notes thereto, included
elsewhere herein.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

     PERFORMANCE OVERVIEW.  At March 31, 2000, Three Rivers Bank was a wholly
owned subsidiary of Ameriserv Financial, Inc., formerly known as USBANCORP, Inc.
On April 1, 2000, Ameriserv Financial, Inc. executed its approved Board of
Directors plan to split Ameriserv Financial, Inc.'s banking subsidiaries into
two separate publicly traded companies.

     Under the tax-free spin-off plan, 100% of the shares of Three Rivers
Bancorp, Inc. were distributed as a dividend to the shareholders of Ameriserv
Financial, Inc. as a 1 for 2 stock dividend based on their existing Ameriserv
Financial, Inc. ownership. Standard Mortgage Company (SMC), a mortgage banking
company and subsidiary or Three Rivers Bank, was internally spun-off from Three
Rivers Bank to Ameriserv Financial, Inc. prior to consummation of the Three
Rivers Bank spin-off. As a result of the spin-off, the pre-tax results of 2000
were negatively affected by $777,000 of spin-off related costs, which negatively
affected after-tax

                                        13
<PAGE>

earnings per share by $0.08. During the first quarter of 2000, the Internal
Revenue Service completed its examination of Ameriserv Financial, Inc.'s federal
income tax returns (of which the Company was included) through the 1997 tax
year. As a result of a change in the estimate of the Company's income tax
liability, the Company reversed tax expense accruals of $750,000, resulting in
an income tax provision in 2000 of only $936,000.

     Pursuant to the definitive agreement signed by the Company and The
Pennsylvania Capital Bank ("PA Capital Bank") on February 1, 2001, the Company
completed its acquisition of PA Capital Bank on July 1, 2001. On that date, the
Company acquired all the stock of PA Capital Bank and merged PA Capital Bank
into Three Rivers Bank, a wholly owned subsidiary of the Company (the "Bank").
The acquisition was accounted for under the purchase method of accounting. The
transaction pricing was calculated using an underlying exchange ratio of 4.61.
The price of the Company's stock at February 1, 2001, the determination date,
was $9.00, which created a value of $41.50 a share for PA Capital Bank's stock.
Each PA Capital Bank shareholder received 90% of the deal price in the Company's
stock and 10% in cash.

     The total merger consideration given for PA Capital Bank's nets assets
totaled $20.0 million. This consisted of the issuance of 1,837,677 shares of the
Company's stock and $3.4 million in cash. The cash component was comprised of a
$1.8 million payment to PA Capital Bank shareholders and a $1.6 million payment
to cash out existing PA Capital Bank stock option holders. The acquisition added
cash of approximately $43.4 million, loans receivable with a fair value of $83.7
million, investment securities and other assets of $12.7, deposits with a fair
value of $123.5 million and other liabilities of $279,000. As a result of the
transaction, $4.8 million of core deposit intangible ($3.1 million net of taxes)
was recorded and will be amortized over 11 years. For further discussion see
Note #23 of the Company's Consolidated Financial Statements.

     The Company's income from continuing operations for 2001 totaled $7.2
million or $0.94 per share on a diluted basis compared to income from continuing
operations and exclusive of the aforementioned spin-off costs for 2000 was $5.5
million or $0.83 on a diluted per share basis. These increases resulted from an
increase in net interest margin, the acquisition of PA Capital Bank, sale of
investment securities and a decrease in non-interest expense. For 1999, income
from continuing operations totaled $9.9 million or $1.48 per share on a diluted
basis. When 2001 is compared to 2000, the Company's diluted earnings per share
increased by $0.11 or 13.3% while income from continuing operations increased by
$1.7 million or 30.9%. When 2000 is compared to 1999, the Company's diluted
earnings per share decreased by $0.65 or 43.9% while income from continuing
operations declined by $4.5 million or 45.0%

     The Company's total return on average total equity decreased to 9.7% for
2001 compared to 10.3% for 2000 and 17.9% for 1999. Without the effects of
accumulated other comprehensive income, which was actually a loss in all
quarters but one, return on average equity would have been 9.59% and 7.94% in
2001 and 2000, respectively.

     The decrease in non-interest expense was a key factor that positively
impacted the Company's financial performance in 2001 when compared to 2000.
Total non-interest expense was $2.5 million, or 10.4%, lower in 2001. The
Company's financial performance was further enhanced by a $824,000 or 19.3%
increase in non-interest income. These positive effects, however, were partially
offset by an increase in provision from loan losses of $450,000. When comparing
2001 to 2000, the Company experienced a slight increase in net interest income
of $245,000, or 0.9%.

     The decline in total revenue, which includes both net interest income and
non-interest income, was a key factor that negatively impacted the Company's
financial performance in 2000 as compared to 1999. Specifically, net interest
income decreased by $3.6 million or 12.3% while total non-interest income
decreased by $1.4 million or 24.6% when compared to 1999. In addition to this
$5.0 million decrease in total revenue, the Company's financial performance was
further negatively affected by higher non-interest expense and an increase in
the provision for loan losses. Total non-interest expense was $2.8 million or
13.3% higher in 2000 while the provision for loan losses increased by $300,000.

                                        14
<PAGE>

     The following table summarizes some of the Company's key performance
indicators for each of the past three years.

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31
                                                           --------------------------------
                                                             2001        2000        1999
                                                           --------    --------    --------
                                                           (IN THOUSANDS, EXCEPT PER SHARE
                                                                   DATA AND RATIOS)
<S>                                                        <C>         <C>         <C>
Income from continuing operations........................   $7,169      $4,985      $9,970
Diluted earnings per share...............................     0.94        0.75        1.48
Return on average equity.................................     9.71%      10.28%      17.92%
Return on average assets.................................     0.72        0.50        0.97
Average diluted common shares outstanding................    7,622       6,673       6,726
</Table>

     NET INTEREST INCOME AND MARGIN.  The Company's net interest income
represents the amount by which interest income on earning assets exceeds
interest paid on interest bearing liabilities. Net interest income is a primary
source of the Company's earnings; it is affected by interest rate fluctuations
as well as changes in the amount and mix of earning assets and interest bearing
liabilities. It is the Company's philosophy to strive to optimize net interest
margin performance in varying interest rate environments. The following table
summarizes the Company's net interest income performance for each of the past
three years:

<Table>
<Caption>
                                                           YEAR ENDED DECEMBER 31
                                                        -----------------------------
                                                         2001       2000       1999
                                                        -------    -------    -------
                                                        (IN THOUSANDS, EXCEPT RATIOS)
<S>                                                     <C>        <C>        <C>
Interest income.......................................  $66,995    $70,415    $70,816
Interest expense......................................   40,660     44,325     41,082
                                                        -------    -------    -------
Net interest income...................................   26,335     26,090     29,734
Tax-equivalent adjustment.............................      434        548        936
                                                        -------    -------    -------
Net tax-equivalent interest income....................  $26,769    $26,638    $30,670
Net interest margin...................................     2.83%      2.73%      3.07%
</Table>

     2001 NET INTEREST PERFORMANCE OVERVIEW.  Three Rivers Bancorp, Inc.'s net
interest income on a tax-equivalent basis increased by $131,000, or 0.5%, due
primarily to an increase of the net interest margin percentage. Total average
earning assets were $17.1 million, or 1.8%, lower in 2001 due to a $96.2
million, or 19.8%, decrease in investment securities. This decrease, however,
was partially offset by a $57.6 million, or 12.1%, increase in average total
loans, which resulted from the loans acquired in the PA Capital Bank
acquisition.

     The total interest income reduction from this decrease in earning assets
was partially offset be a 10 basis point increase in the net interest margin to
2.83%. As a result, total interest income on a tax equivalent basis decreased
$3.5 million, or 5.0%, from 2000. The increase in the net interest margin
percentage resulted from the lower interest rate environment during 2001. The
increase in the net interest margin reflects a 24 basis point decrease in the
earning asset yield, but was partially offset by a 16 basis point decrease in
the cost of funds. The Company has, however, in 2001, sold approximately $103
million in securities to help reduce interest rate risk and decrease further
margin compression as a result of the leverage program Three Rivers Bank has had
in place over the last six years.

     The overall growth in the earning asset base was one strategy used by the
Company to leverage its capital. The maximum amount of leveraging the Company
can perform is controlled by internal policy requirements to maintain a minimum
asset leverage ratio of no less than 6.0% (see further discussion under Capital
Resources) and to limit net interest income variability to +/-7.5% and net
income variability to +/-15% over a twelve month period. (See further discussion
under Interest Rate Sensitivity).

     COMPONENT CHANGES IN NET INTEREST INCOME: 2001 VERSUS 2000.  Regarding the
separate components of net interest income, the Company's total tax-equivalent
interest income for the twelve months of 2001 decreased by $3.5 million or 5.0%
when compared to the same 2000 period. This decrease resulted from a

                                        15
<PAGE>

decline in average earning assets of $17.1 million or 1.8% from the prior year.
In addition to the negative effect of this decrease, interest income for the
twelve months of 2001 was further negatively affected by a 24 basis point
decrease in the earning asset yield. Within the earning asset base, the yield on
the total loan portfolio decreased 36 basis points to 7.93% due to the downward
repricing of floating-rate loans and the overall decline in the interest rate
environment. The yield on total investment securities decreased by 23 basis
points to 6.12% due to the increased prepayments and the corresponding increase
in the amortization of premiums.

     The Company's total interest expense for the twelve months of 2001
decreased by $3.7 million or 8.3% when compared to the same 2000 period. This
lower interest expense was due to the decrease in average interest bearing
liabilities of $43.6 million, or 5.1%. Total interest expense was further
impacted by a 16 basis point decrease in the yield on interest bearing
liabilities, to an average of 5.04% for twelve months of 2001. The decrease in
average interest-bearing liabilities results from a decrease in borrowed funds
of $120.7 million, or 36.1%, which was partially offset by an increase in total
deposits of $77.2 million, or 14.9%. The increase in average total deposits is
primarily the result of deposits acquired in connection with the PA Capital Bank
acquisition and the result of special rate incentives offered by the Bank to
increase the certificate of deposit portfolio. As a result, certificate of
deposits increased $43.8 million, or 12.1%. The proceeds received from
investment security principal and interest receipts as well as from the growth
of the deposit base were used to pay down the higher costing borrowings as well
as to fund loan originations. The decline in average interest bearing
liabilities included a 16 basis point decrease in the rate paid on interest
bearing liabilities, to an average of 5.04% for the twelve months of 2001. FHLB
advances had an average cost of 6.54% in the twelve months of 2001, which was 57
basis points higher than their cost in the prior year and 204 basis points
greater than the average cost of deposits, which was 4.50% in the twelve months
of 2001.

     It is recognized that interest rate risk does exist from this use of
borrowed funds to leverage the balance sheet. To neutralize a portion of this
risk, the Company has executed hedging transactions which help fix the variable
funding costs associated with the use of short-term borrowings to fund earning
assets. (See further discussion under Note #18 to the Company's Consolidated
Financial Statements.) The Company also has asset liability policy parameters,
which limit the maximum amount of borrowings to 40% of total assets. For the
twelve months ended December 31, 2001, the level of short-term borrowed funds
and FHLB advances to total assets averaged 21.5%. At December 31, 2001, the
Company had borrowed funds to total assets of 15.3%, which is within the
parameters set by the Company. The Company plans to use cash flow from mortgage-
backed securities and increasing deposits to pay down borrowings during the next
several quarters. Management's goal is to maintain borrowings to no more than
20% of total assets.

     2000 NET INTEREST PERFORMANCE OVERVIEW.  Three Rivers Bancorp, Inc.'s net
interest income on a tax-equivalent basis decreased by $4.0 million, or 13.1%,
due primarily to compression of the net interest margin. Total average earning
assets were $28.1 million, or 2.8%, lower in the 2000 due to a $39.8 million, or
7.6%, decrease in investment securities. This decrease, however, was partially
offset by a $11.6 million, or 2.5%, increase in total loans. The Company was
able to achieve solid loan growth in commercial real estate loans of $31
million, or 14.9%, when compared to December 31, 1999. During the same period
the comparably lower yielding residential real estate loans decreased by $12.8
million or 6.6%.

     Although average earning assets significantly decreased, the Company
experienced only a slight decline in total interest income on a tax equivalent
basis of $789,000, or 1.1%, from 1999. This resulted from investing in higher
yielding assets, while divesting in those that yielded less. This change in the
composition of earning assets was more than offset by a 34 basis point decline
in the net interest margin to 2.73%. The drop in the net interest margin
reflects an 11 basis point increase in the earning asset yield, but was more
than offset by a 55 basis point increase in the cost of funds. The Company has,
however, in 2000, sold $88 million in securities to help reduce interest rate
risk and decrease further margin compression as a result of the leverage program
Three Rivers Bank has had in place over the last five years.

     COMPONENT CHANGES IN NET INTEREST INCOME: 2000 VERSUS 1999.  Regarding the
separate components of net interest income, the Company's total tax-equivalent
interest income for the twelve months of 2000 decreased by $789,000 or 1.1% when
compared to the same 1999 period. This decrease resulted from a decline in
average earning assets of $28.1 million or 2.8% from the prior year. The
negative effect of this decrease,

                                        16
<PAGE>

however, was partially offset by repositioning the balance sheet so that there
was increased investment in the higher yielding loan portfolio while divesting
in the lower yielding investment security portfolio. Within the earning asset
base, the yield on the total loan portfolio increased 19 basis points to 8.29%
due to the upward repricing of floating-rate loans and the shift in the loan
portfolio to the higher yielding commercial and commercial real estate loans.
The yield on total investment securities increased by one basis point to 6.35%
due to the slow down of prepayments and the corresponding decrease in the
amortization of premiums.

     The Company's total interest expense for the twelve months of 2000
increased by $3.2 million or 7.9% when compared to the same 1999 period. This
higher interest expense was due to a 55 basis point increase in the rate paid on
interest bearing liabilities, to an average of 5.20% for the twelve months of
2000. The higher interest rate paid, however, was partially offset by a $32.0
million, or 3.6%, decrease in average interest bearing liabilities. The decline
in interest bearing liabilities included a $50 million decrease in FHLB
Advances, which was partially offset by growth in total deposits of $33 million,
or 6.8%. The funding from deposit growth, along with cash flow from investment
securities were used to paydown the higher costing borrowings. FHLB advances had
an average cost of 5.97% in the twelve months of 2000, which was 51 basis points
higher than their cost in the prior year and 133 basis points greater than the
average cost of deposits, which was 4.64% in the twelve months of 2000. Overall,
the Company's total cost of funds increased by 55 basis points to 5.20%.

     The table that follows provides an analysis of net interest income on a
tax-equivalent basis setting forth (i) average assets, liabilities and
stockholders' equity, (ii) interest income earned on interest earning assets and
interest expense paid on interest bearing liabilities, (iii) average yields
earned on interest earning assets and average rates paid on interest bearing
liabilities, (iv) Three Rivers Bancorp, Inc.'s interest rate spread (the
difference between the average yield earned on interest earning assets and the
average rate paid on interest bearing liabilities), and (v) Three Rivers
Bancorp, Inc.'s net interest margin (net interest income as a percentage of
average total interest earning assets). For purposes of this table, loan
balances include non-accrual loans and interest income on loans includes loan
fees or amortization of such fees which have been deferred, as well as, interest
recorded on non-accrual loans as cash is received. Additionally, a tax rate of
approximately 35% is used to compute tax equivalent yields.

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31
                             --------------------------------------------------------------------------------------------
                                         2001                           2000                            1999
                             ----------------------------   ----------------------------   ------------------------------
                                        INTEREST                       INTEREST                         INTEREST
                             AVERAGE    INCOME/    YIELD/   AVERAGE    INCOME/    YIELD/    AVERAGE     INCOME/    YIELD/
                             BALANCE    EXPENSE     RATE    BALANCE    EXPENSE     RATE     BALANCE     EXPENSE     RATE
                             --------   --------   ------   --------   --------   ------   ----------   --------   ------
                                                          (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                          <C>        <C>        <C>      <C>        <C>        <C>      <C>          <C>        <C>
Interest earning assets:
  Loans, net of unearned
    income.................  $533,519   $42,927     7.93%   $475,962   $39,994     8.29%   $  464,317   $38,341     8.10%
  Deposits with banks......     9,989       217     2.14         973        20     2.05           882        24     2.72
  Federal funds sold and
    securities purchased
    under agreements to
    resell.................    12,511       390     3.08           9        --     1.98            --        --       --
  Investment securities:
    Available for sale.....   390,618    23,895     6.12     486,842    30,949     6.35       386,677    24,418     6.31
    Held to maturity.......        --        --       --          --        --       --       139,990     8,969     6.41
                             --------   -------     ----    --------   -------     ----    ----------   -------    -----
  Total investment
    securities.............   390,618    23,895     6.12     486,842    30,949     6.35       526,667    33,387     6.34
                             --------   -------     ----    --------   -------     ----    ----------   -------    -----
TOTAL INTEREST EARNING
  ASSETS/ INTEREST
  INCOME...................   946,637    67,429     7.08     963,786    70,963     7.32       991,866    71,752     7.21
                             --------   -------     ----    --------   -------     ----    ----------   -------    -----
Non-interest earning
  assets:
  Cash and due from
    banks..................    15,853                         15,346                           17,003
  Premises and equipment...     4,758                          5,173                            5,092
  Other assets.............    31,427                         15,933                           23,614
  Allowance for loan
    losses.................    (6,714)                        (5,146)                          (5,810)
                             --------                       --------                       ----------
TOTAL ASSETS...............  $991,961                       $995,092                       $1,031,765
                             ========                       ========                       ==========
</Table>

                                        17
<PAGE>

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31
                             --------------------------------------------------------------------------------------------
                                         2001                           2000                            1999
                             ----------------------------   ----------------------------   ------------------------------
                                        INTEREST                       INTEREST                         INTEREST
                             AVERAGE    INCOME/    YIELD/   AVERAGE    INCOME/    YIELD/    AVERAGE     INCOME/    YIELD/
                             BALANCE    EXPENSE     RATE    BALANCE    EXPENSE     RATE     BALANCE     EXPENSE     RATE
                             --------   --------   ------   --------   --------   ------   ----------   --------   ------
                                                          (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                          <C>        <C>        <C>      <C>        <C>        <C>      <C>          <C>        <C>
Interest bearing
  liabilities:
  Interest bearing
    deposits:
    Interest bearing
      demand...............  $ 44,733   $   358     0.80%   $ 41,397   $   325     0.78%   $   43,769   $   426     0.97%
    Savings................    59,203     1,044     1.76      63,064     1,357     2.15        66,505     1,210     1.82
    Money market...........    82,904     2,160     2.61      49,047     1,539     3.14        57,235     1,693     2.96
    Other time.............   407,128    23,195     5.70     363,292    20,820     5.72       316,227    15,953     5.04
                             --------   -------     ----    --------   -------     ----    ----------   -------    -----
    Total interest bearing
      deposits.............   593,968    26,757     4.50     516,800    24,041     4.64       483,736    19,282     3.99
Federal funds purchased,
  securities sold under
  agreements to repurchase,
  and other short-term
  borrowings...............     1,205        51     4.17      47,787     3,050     6.29        61,734     3,237     5.17
Advances from Federal Home
  Loan Bank................   211,577    13,808     6.54     284,529    17,067     5.97       334,707    18,284     5.46
Guaranteed junior
  subordinated deferrable
  interest debentures......
Long-term debt.............       575        44     7.73       1,781       167     9.18         2,699       279    10.48
                             --------   -------     ----    --------   -------     ----    ----------   -------    -----
TOTAL INTEREST BEARING
  LIABILITIES/ INTEREST
  EXPENSE..................   807,325    40,660     5.04     850,897    44,325     5.20       882,876    41,082     4.65
                             --------   -------     ----    --------   -------     ----    ----------   -------    -----
Non-interest bearing
  liabilities:
  Demand deposits..........    99,956                         86,536                           83,442
  Other liabilities........    10,885                          9,394                            9,822
  Stockholders' equity.....    73,795                         48,265                           55,625
                             --------                       --------                       ----------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY.....  $991,961                       $995,092                       $1,031,765
                             ========                       ========                       ==========
Interest rate spread.......                         2.04%                          2.12%                            2.56%
Net interest income/net
  interest margin..........              26,769     2.83%               26,638     2.73%                 30,670     3.07%
Tax-equivalent
  adjustment...............                (434)                          (548)                            (936)
                                        -------                        -------                          -------
Net interest income........             $26,335                        $26,090                          $29,734
                                        =======                        =======                          =======
</Table>

     The average balance and yield on taxable securities was $361.5 million and
6.26%, $450.5 million and 6.40%, and $466.5 million and 6.35% for 2001, 2000,
and 1999, respectively. The average balance and tax-equivalent yield on
tax-exempt securities was $29.1 million and 5.52%, $36.3 million and 5.72%, and
$60.1 million and 6.25% for 2001, 2000, and 1999, respectively.

     Net interest income may also be analyzed by segregating the volume and rate
components of interest income and interest expense. The table below sets forth
an analysis of volume and rate changes in net interest income on a
tax-equivalent basis. For purposes of this table, changes in interest income and
interest expense are allocated to volume and rate categories based upon the
respective percentage changes in average balances and average rates. Changes in
net interest income that could not be specifically identified as either a rate
or volume change were allocated proportionately to changes in volume and changes
in rate.

                                        18
<PAGE>

<Table>
<Caption>
                                                       2001 VS. 2000                 2000 VS. 1999
                                                    INCREASE (DECREASE)           INCREASE (DECREASE)
                                                     DUE TO CHANGE IN:             DUE TO CHANGE IN:
                                                ---------------------------   ---------------------------
                                                AVERAGE   AVERAGE             AVERAGE   AVERAGE
                                                VOLUME     RATE      TOTAL    VOLUME     RATE      TOTAL
                                                -------   -------   -------   -------   -------   -------
                                                                     (IN THOUSANDS)
<S>                                             <C>       <C>       <C>       <C>       <C>       <C>
INTEREST EARNED ON:
Loans, net of unearned income................   $ 4,679   $(1,746)  $ 2,933   $   859   $   794   $ 1,653
Deposits with banks..........................       196         1       197         2        (6)       (4)
Federal funds sold and securities purchased
  under agreements to resell.................       390        --       390        --        --        --
Investment securities........................    (5,961)   (1,093)   (7,054)   (2,491)       53    (2,438)
                                                -------   -------   -------   -------   -------   -------
TOTAL INTEREST INCOME........................      (696)   (2,838)   (3,534)   (1,630)      841      (789)
                                                -------   -------   -------   -------   -------   -------
INTEREST PAID ON:
Interest bearing demand deposits.............        25         8        33       (22)      (79)     (101)
Savings deposits.............................       (79)     (234)     (313)      (59)      206       147
Money market.................................       917      (296)      621      (268)      114      (154)
Other time deposits..........................     2,449       (74)    2,375     2,553     2,314     4,867
Federal funds purchased, securities sold
  under agreements to repurchase, and other
  short-term borrowings......................    (2,228)     (771)   (2,999)   (4,549)    4,362      (187)
Advances from Federal Home Loan Bank.........    (4,738)    1,479    (3,259)   (3,229)    2,012    (1,217)
Long-term debt...............................      (100)      (23)     (123)      (82)      (30)     (112)
                                                -------   -------   -------   -------   -------   -------
TOTAL INTEREST EXPENSE.......................    (3,754)       89    (3,665)   (5,656)    8,899     3,243
                                                -------   -------   -------   -------   -------   -------
CHANGE IN NET INTEREST INCOME................   $ 3,058   $(2,927)  $   131   $ 4,026   $(8,058)  $(4,032)
                                                =======   =======   =======   =======   =======   =======
</Table>

     INVESTMENT MATURITY.  The following table sets forth the contractual
maturity distribution of the investment securities, book and market values, and
the weighted average yield for each type and range of maturity as of December
31, 2001. Yields are not presented on a tax-equivalent basis, but are based upon
book value and are weighted for the scheduled maturity. Average maturities are
based upon the original contractual maturity dates with the exception of
mortgage-backed securities and asset-backed securities for which the modified
durations were used. At December 31, 2001, the Company's consolidated investment
securities portfolio had a modified duration of approximately 3.65 years.

     Investment securities available for sale:

<Table>
<Caption>
                                                                     AT DECEMBER 31, 2001
                                   -----------------------------------------------------------------------------------------
                                                                         AFTER 5 YEARS
                                                     AFTER 1 YEAR BUT    BUT WITHIN 10
                                    WITHIN 1 YEAR     WITHIN 5 YEARS         YEARS        AFTER 10 YEARS         TOTAL
                                   ---------------   ----------------   ---------------   ---------------   ----------------
                                   AMOUNT    YIELD    AMOUNT    YIELD   AMOUNT    YIELD   AMOUNT    YIELD    AMOUNT    YIELD
                                   -------   -----   --------   -----   -------   -----   -------   -----   --------   -----
                                                                 (IN THOUSANDS, EXCEPT YIELDS)
<S>                                <C>       <C>     <C>        <C>     <C>       <C>     <C>       <C>     <C>        <C>
BOOK VALUE
U.S. TREASURY....................  $ 4,016   6.32%   $     --     --%   $    --     --%   $   554   5.81%   $  4,570   6.26%
U.S. AGENCY......................       --     --      49,006   3.83      7,993   5.91         --     --      56,999   4.12
STATE AND MUNICIPAL..............       --     --         389   5.27         --     --     28,696   4.47      29,085   4.48
U.S. AGENCY MORTGAGE-BACKED
  SECURITIES.....................   16,441   4.15     218,732   6.31     24,573   6.07     12,066   6.00     271,812   6.14
OTHER SECURITIES(1)..............   12,227   5.75          50   6.25         --     --      7,245   7.82      19,522   6.52
                                   -------   ----    --------   ----    -------   ----    -------   ----    --------   ----
TOTAL INVESTMENT SECURITIES
  AVAILABLE FOR SALE.............  $32,684   5.02%   $268,177   5.86%   $32,566   6.03%   $48,561   5.37%   $381,988   5.74%
                                   =======   ====    ========   ====    =======   ====    =======   ====    ========   ====
</Table>

                                        19
<PAGE>

<Table>
<Caption>
                                                                     AT DECEMBER 31, 2001
                                   -----------------------------------------------------------------------------------------
                                                                         AFTER 5 YEARS
                                                     AFTER 1 YEAR BUT    BUT WITHIN 10
                                    WITHIN 1 YEAR     WITHIN 5 YEARS         YEARS        AFTER 10 YEARS         TOTAL
                                   ---------------   ----------------   ---------------   ---------------   ----------------
                                   AMOUNT    YIELD    AMOUNT    YIELD   AMOUNT    YIELD   AMOUNT    YIELD    AMOUNT    YIELD
                                   -------   -----   --------   -----   -------   -----   -------   -----   --------   -----
                                                                 (IN THOUSANDS, EXCEPT YIELDS)
<S>                                <C>       <C>     <C>        <C>     <C>       <C>     <C>       <C>     <C>        <C>
MARKET VALUE
U.S. TREASURY....................  $ 4,085           $     --           $    --           $   556           $  4,641
U.S. AGENCY......................       --             48,685             8,011                --             56,696
STATE AND MUNICIPAL..............       --                390                --            27,945             28,335
U.S. AGENCY MORTGAGE-BACKED
  SECURITIES.....................   16,613            218,954            24,471            12,080            272,118
OTHER SECURITIES(1)..............   12,227                 50                --             6,531             18,808
                                   -------           --------           -------           -------           --------
TOTAL INVESTMENT SECURITIES
  AVAILABLE FOR SALE.............  $32,925           $268,079           $32,482           $47,112           $380,598
                                   =======           ========           =======           =======           ========
</Table>

---------------
(1) Other investment securities include corporate notes and bonds, asset-backed
    securities, and equity securities.

     LOAN QUALITY.  Three Rivers Bancorp, Inc.'s written lending policies
require underwriting, loan documentation, and credit analysis standards to be
met prior to funding any loan, with approval at appropriate level, and continued
periodic credit review after funding is required. Credit reviews are mandatory
for all commercial loans and for all commercial mortgages in excess of $500,000
within an 18-month period. In addition, due to the smaller balances of
individual installment loans, sampling techniques are used on a continuing basis
for credit reviews in these loan areas. The following table sets forth
information concerning Three Rivers Bancorp, Inc.'s loan delinquency and other
non-performing assets. At all dates presented, the Company had no troubled debt
restructurings which involve forgiving a portion of interest or principal on any
loans or had not made any loans at a rate materially less than that of market
rates:

<Table>
<Caption>
                                                                     AT DECEMBER 31
                                                           -----------------------------------
                                                             2001         2000         1999
                                                           ---------    ---------    ---------
                                                           (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                                                        <C>          <C>          <C>
Total loan delinquency (past due 30 to 89 days)..........   $6,840       $5,329       $4,011
Total non-accrual loans..................................    3,240        2,234        2,056
Total non-performing assets(1)...........................    3,834        2,595        9,076
Loan delinquency as a percentage of total loans and loans
  held for sale, net of unearned income..................     1.20%        1.09%        0.84%
Non-accrual loans as a percentage of total loans and
  loans held for sale, net of unearned income............     0.57         0.48         0.43
Non-performing assets as a percentage of total loans and
  loans held for sale, net of unearned income, and other
  real estate owned......................................     0.67         0.53         1.87
</Table>

---------------
(1) Non-performing assets are comprised of (i) loans that are on a non-accrual
    basis, (ii) loans that are contractually past due 90 days or more as to
    interest and principal payments of which some are insured for credit loss,
    and (iii) other real estate owned. All loans, except for loans that are
    insured for credit loss, are placed on non-accrual status immediately upon
    becoming 90 days past due in either principal or interest.

     Between December 31, 2000 and December 31, 2001, total loan delinquency
increased by $1.5 million causing the delinquency ratio to increase to 1.20%.
Residential mortgage loans comprise $4.5 million and $3.0 million of total
delinquencies as of December 31, 2001 and December 31, 2000, respectively. Total
non-accrual loans and non-performing assets were relatively consistent between
years.

                                        20
<PAGE>

     Between December 31, 1999, and December 31, 2000, total loan delinquency
increased by $1.3 million causing the delinquency ratio to rise to 1.09%. Total
non-performing assets decreased by $6.4 million since year-end 1999 causing the
non-performing assets to total loans ratio to decrease to 0.53%. This decrease
is due entirely to a $6 million construction loan on a completed assisted living
facility that the Company took possession of in the fourth quarter of 1999 and
recorded as other real estate owned. This property was sold in the fourth
quarter of 2000. The sale was funded by Three Rivers Bank provided financing.
During 2000 and 1999, the Company incurred charges of $2.4 million and $500,000,
respectively to adjust the book value of the property to estimated fair market
value.

     ALLOWANCE AND PROVISION FOR LOAN LOSSES.  The Company uses a comprehensive
methodology and procedural discipline to maintain an allowance for loan losses
to absorb inherent losses in the loan portfolio. The allowance can be summarized
into two elements; 1) reserves established on specifically identified problem
loans, and 2) formula driven general reserves established for loan categories
based upon historical loss experience and other qualitative factors which
include delinquency and non-performing loan trends, concentrations of credit,
trends in loan volume, experience and depth of management, examination and audit
results, effects of any changes in lending policies, and trends in policy
exceptions. It should be noted that the qualitative factors used in the formula
driven general reserves are evaluated quarterly (and revised if necessary) by
the Company's management to establish allocations which accommodate each of the
listed risk factors.

     As a financial institution that assumes lending and credit risks as a
principal element of its business, the Company anticipates that credit losses
will be experienced in the normal course of business. Accordingly, the
methodology applied by the Company, which is updated on a quarterly basis at the
subsidiary bank level, is used to determine both the adequacy of the allowance
for loan losses and the necessary provision for loan losses to be charged
against earnings. This methodology includes:

     - A detailed review of all criticized and impaired loans to determine if
       any specific reserve allocations are required on an individual loan
       basis. The specific reserve established for these criticized and impaired
       loans is based on careful analysis of the loan's performance, the related
       collateral value, cash flow considerations and the financial capability
       of any guarantor.

     - The application of formula driven reserve allocations for remaining
       commercial and commercial real-estate loans are calculated by using a
       three-year migration analysis of net losses incurred within each risk
       grade for the entire commercial loan portfolio. The difference between
       estimated and actual losses is reconciled through the dynamic nature of
       the migration analysis.

     - The application of formula driven reserve allocations to installment and
       mortgage loans is based upon historical charge-off experience for those
       loan types. The residential mortgage loan allocation is based upon the
       Company's five-year historical average of actual loan charge-offs
       experienced in that category. The same methodology is used to determine
       the allocation for consumer loans except the allocation is based on an
       average of the most recent actual three-year historical charge-off
       experience for consumer loans.

     The application of formula driven reserve allocations to all outstanding
loans is based upon review of historical losses and qualitative factors, which
include but are not limited to, economic trends, delinquencies, concentrations
of credit, trends in loan volume, experience and depth of management,
examination and audit results, effects of any changes in lending policies and
trends in policy exceptions.

     After completion of this process, a formal meeting of the Loan Loss Reserve
Committee is held to make qualitative adjustments to the formula driven results
and evaluate the adequacy of the provision. The Company believes that the
procedural discipline, systematic methodology, and comprehensive documentation
of this quarterly process is in full compliance with all regulatory requirements
and provides appropriate support for accounting purposes.

                                        21
<PAGE>

     The following table sets forth changes in the allowance for loan losses and
certain ratios for the periods ended:

<Table>
<Caption>
                                               YEAR ENDED DECEMBER 31
                              --------------------------------------------------------
                                2001        2000        1999        1998        1997
                              --------    --------    --------    --------    --------
                                   (IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
<S>                           <C>         <C>         <C>         <C>         <C>
Balance at beginning of
  year......................  $  5,393    $  5,021    $  6,104    $  6,006    $  6,025
                              --------    --------    --------    --------    --------
  Charge-offs:
     Commercial.............        68         224       1,236          86          81
     Real estate-mortgage...       134         166         269         183         174
     Consumer...............       282          82         123         157         183
                              --------    --------    --------    --------    --------
     Total charge-offs......       484         472       1,628         426         438
                              --------    --------    --------    --------    --------
  Recoveries:
     Commercial.............         1          89         201          73         175
     Real estate-mortgage...        57         134          17         110          62
     Consumer...............        36          21          27          41          69
                              --------    --------    --------    --------    --------
     Total recoveries.......        94         244         245         224         306
                              --------    --------    --------    --------    --------
Net charge-offs.............       390         228       1,383         202         132
Addition from PA Capital
  Bank......................     1,939          --          --          --          --
Provision for loan losses...     1,050         600         300         300         113
                              --------    --------    --------    --------    --------
Balance at end of year......  $  7,992    $  5,393    $  5,021    $  6,104    $  6,006
                              ========    ========    ========    ========    ========
</Table>

<Table>
<Caption>
                                               YEAR ENDED DECEMBER 31
                              --------------------------------------------------------
                                2001        2000        1999        1998        1997
                              --------    --------    --------    --------    --------
                                   (IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
<S>                           <C>         <C>         <C>         <C>         <C>
Loans, net of unearned
  income:
  Average for the year......  $533,519    $475,962    $464,317    $464,015    $447,295
  At December 31............   565,889     488,925     479,762     468,194     466,615
As a percent of average
  loans:
  Net charge-offs...........      0.07%       0.05%       0.30%       0.04%       0.03%
  Provision for loan
     losses.................      0.20        0.13        0.06        0.06        0.03
  Allowance for loan
     losses.................      1.50        1.13        1.08        1.32        1.36
Allowance as a percent of
  each of the following:
  Total loans, net of
     unearned income........      1.41        1.10        1.05        1.30        1.29
  Total delinquent loans
     (past due 30 to 89
     days)..................    116.84      101.20      125.18      111.53       75.94
  Total non-accrual loans...    246.67      232.06      244.21      239.09      209.20
  Total non-performing
     assets.................    208.45      207.82       55.32      195.89      133.23
Allowance as a multiple of
  net charge-offs...........     20.49x      23.65x       3.63x      30.22x      45.50x
Total classified loans......  $ 18,479    $  9,677    $ 15,715    $ 17,555    $ 12,698
                              ========    ========    ========    ========    ========
</Table>

     The Company recorded a provision for loan losses of $1,050,000 in 2001,
$600,000 in 2000 and $300,000 in 1999. When expressed as a percentage of average
loans, the provision has increased from 0.06% to 0.20% over this three-year
period. Factors contributing to the increased loan loss provision in 2001
included higher loan balances and continued growth of higher risk commercial and
commercial real-estate loans. The Company's net charge-offs amounted to $390,000
or 0.07% of average loans in 2001, $228,000 or 0.05% of average loans in 2000,
and $1.4 million or 0.30% in 1999. Overall, the Company's allowance for loan
losses was

                                        22
<PAGE>

208% of non-performing assets and 247% of non-accrual loans at December 31,
2001. The increase in the non-performing assets coverage ratio from 1999 is due
to the previously mentioned decrease in other real estate owned. Three Rivers
Bancorp, Inc.'s management is unable to determine in what loan category future
charge-offs and recoveries may occur.

     The following schedule sets forth the allocation of the allowance for loan
losses among various categories. This allocation is determined by using the
consistent quarterly procedural discipline that was previously discussed. The
entire allowance for loan losses is available to absorb future loan losses in
any loan category.

<Table>
<Caption>
                                                                     AT DECEMBER 31
                       -----------------------------------------------------------------------------------------------------------
                              2001                  2000                  1999                  1998                  1997
                       -------------------   -------------------   -------------------   -------------------   -------------------
                                PERCENT OF            PERCENT OF            PERCENT OF            PERCENT OF            PERCENT OF
                                 LOANS IN              LOANS IN              LOANS IN              LOANS IN              LOANS IN
                                   EACH                  EACH                  EACH                  EACH                  EACH
                                 CATEGORY              CATEGORY              CATEGORY              CATEGORY              CATEGORY
                       AMOUNT    TO LOANS    AMOUNT    TO LOANS    AMOUNT    TO LOANS    AMOUNT    TO LOANS    AMOUNT    TO LOANS
                       ------   ----------   ------   ----------   ------   ----------   ------   ----------   ------   ----------
                                                           (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                    <C>      <C>          <C>      <C>          <C>      <C>          <C>      <C>          <C>      <C>
Commercial...........  $2,185      13.74%    $  605       9.12%    $  914       9.56%    $  279      11.44%    $  247       8.36%
Commercial loans
  secured by real
  estate.............   5,307      52.43      4,103      48.64      1,285      43.16      1,339      35.69      1,465      36.73
Real
  estate-mortgage....     264      29.87        300      37.03        519      40.41        213      45.51        216      48.22
Consumer.............     159       3.96        139       5.21        185       6.89        211       7.36        176       6.69
Allocation to general
  risk...............      77                   246                 2,118                 4,062                 3,902
                       ------                ------                ------                ------                ------
Total................  $7,992     100.00%    $5,393     100.00%    $5,021     100.00%    $6,104     100.00%    $6,006     100.00%
                       ======                ======                ======                ======                ======
</Table>

     Even though real estate-mortgage loans comprise 30% of the Company's total
loan portfolio, only $264,000 or 3.3% of the total allowance for loan losses is
allocated against this loan category. The real estate-mortgage loan allocation
is based primarily upon the Company's five-year historical average of actual
loan charge-offs experienced in that category and other qualitative factors. The
disproportionately higher allocations for commercial loans and commercial loans
secured by real estate reflect the increased credit risk associated with this
type of lending. The increase in allocated reserves to the commercial loans
secured by real estate at December 31, 2001, versus December 31, 2000, is driven
by the continued growth of this portfolio. At December 31, 2001, the commercial
real-estate loan balance grew by 24.7% over the December 31, 2000, balance.
Other factors considered by the Company that led to increased allocations to the
commercial real-estate portfolios were the potential adverse effects of the
falling interest rate environment that continued in 2001, the continued increase
in concentration risk in single borrowers and the overall growth in the average
size associated with these credits.

     Based on the Company's loan loss reserves methodology and the related
assessment of the inherent risk factors contained within the Company's loan
portfolio, management believes that the allowance for loan losses was adequate
for each of the fiscal years presented in the table above.

     NON-INTEREST INCOME.  Non-interest income for 2001 totaled $5.1 million,
which represented a $824,000, or 19.3%, increase when compared to the same 2000
period. This increase was primarily due to the following items:

     - a $758,000 increase in gains realized on investment security sales. The
       Company sold approximately $103 million in securities during 2001 and
       used the proceeds to pay down short-term advances from the FHLB. These
       sales resulted in a net gain of $297,000, while the sales in 2000
       resulted in a net loss of $461,000.

     - an increase in wholesale cash processing fees of $174,000, or 31.0%, as a
       result of the Company processing additional activity that resulted from
       an expanded customer base.

                                        23
<PAGE>

     - these increases, however, were partially offset by a decrease in trust
       fees of $96,000, or 44.4%, as a result of the Company entering into an
       agreement in which it receives a flat monthly fee for trust referrals,
       and no longer has its own trust department.

     Non-interest income for 2000 totaled $4.3 million, which represented a $1.4
million or 24.6% decrease when compared to 1999. This decrease was primarily due
to the following items:

     - a $734,000 decrease in gains realized on investment security sales. The
       Company sold approximately $88 million in securities during 2000 and used
       the proceeds to pay down short-term advances from the FHLB. These sales
       resulted in a net loss of $461,000.

     - a $755,000 decrease in trust fees as the Company entered into an
       agreement in which it receives a flat monthly fee for trust referrals.

     - these decreases, however, were partially offset by an increase in service
       charges on deposit accounts of $122,000, or 6.6%, as a result of the
       Company amending its fee structure.

     NON-INTEREST EXPENSE.  Non-interest expense for 2001 totaled $21.3 million,
which represented a $2.5 million, or 10.4%, decrease when compared to the same
2000 period. This decrease was primarily due to the following items:

     - as a result of the spin-off on April 1, 2000, the Company incurred
       $777,000 of non-recurring spin-off costs during 2000. The expense is
       primarily the result of stock registration and professional fees.

     - a $2.5 million decrease in OREO expense, which is primarily the result of
       a $2.4 million write down of an Other Real Estate Owned property during
       2000. This property was acquired through a foreclosure on a commercial
       real estate loan in 1999 and was sold in the fourth quarter of 2000.

     - a $629,000, or 15.7%, decrease in other expenses during 2001 compared to
       the same 2000 period. The decrease is primarily the result of a decrease
       in expenses incurred for services provided by Ameriserv Financial, Inc.
       of approximately $790,000.

     - the above decreases in the components of non-interest expense, however,
       were partially offset by a $130,000, or 10.3%, increase in professional
       fees and a $299,000, or 41.4%, increase in miscellaneous taxes and
       insurance. Professional fees increased as a result of increased activity
       at the holding company level, while the increase in miscellaneous taxes
       resulted from an increase in the liability for Pennsylvania shares tax.
       Additionally, salaries and employee benefits increased $482,000, or 5.0%,
       during 2001 when compared to 2000. This increase results from an increase
       in full time equivalent employees and normal salary increases

     Non-interest expense for 2000 totaled $23.8 million, which represented a
$2.8 million, or 13.3%, increase when compared to the same 1999 period. This
increase was primarily due to the following items:

     - as a result of the spin-off, the Company had $777,000 of non-recurring
       spin-off costs. The expense is primarily the result of stock registration
       and professional fees.

     - a net $313,000 increase in salary and employee benefits resulted from the
       spin-off necessitating new positions and the elimination of others at the
       beginning of the second quarter.

     - a $2.3 million increase in OREO expense, which is primarily the result of
       a write down of an Other Real Estate Owned property, that was acquired
       through a foreclosure on a commercial real estate loan.

     - the above increases in the components of non-interest expense are
       partially offset by a $591,000, or 12.8%, decrease in other expenses for
       2000 as compared to the same period in 1999. The decrease is the result
       of a decrease in advertising expenditures of $314,000 and a reduction of
       expenses incurred for services provided by Ameriserv Financial, Inc. of
       $511,000. These decreases, however, were partially offset by increases in
       software amortization of $97,000 and charges incurred for the early
       redemption of the Bank's financing subsidiary, Community First Capital
       Corp., of $85,000.

                                        24
<PAGE>

     NET OVERHEAD BURDEN.  The Company's efficiency ratio (non-interest expense
divided by total revenue) decreased to 67.0% in 2001 when compared to 77.1% for
2000. Contributing to the lower efficiency ratio in 2001 is a decreased level of
non-interest expense that resulted from spin-off costs and OREO charges
recognized during 2000. Furthermore, the efficiency ratio for 2001 was
positively impacted by a higher level of non-interest income, which resulted
from the net realized losses incurred from investment security sales during
2000. Additionally, the increase experienced in the net interest margin during
2001 contributed to lowering the efficiency ratio.

     INCOME TAX EXPENSE.  The Company's provision for income taxes for 2001 was
$1.9 million reflecting an effective tax rate of 20.6%. The Company's income tax
provision and effective tax rate were $936,000 or 15.8% in 2000 and $4.1 million
or 29.1% in 1999. The lower income tax expense and effective tax rate in 2000
compared to 2001 and 1999 was due to a reduced level of pre-tax income combined
with a change in estimate of the Company's income tax liability of approximately
$750,000 as a result of an Internal Revenue Service examination of the Company's
1995-1997 tax returns.

COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2001 AND DECEMBER 31, 2000

     The Company's total consolidated assets were $1.023 billion at December 31,
2001, compared with $947 million at December 31, 2000, which represents an
increase of $75.7 million or 8.0%. This increase resulted primarily from the PA
Capital Bank acquisition, which increased total assets $147 million. During
2001, total loans increased by approximately $76.9 million or 15.7% as a result
of the purchased PA Capital Bank loans of $83.7 million, which were primarily
commercial loans and commercial loans secured by real estate. Additionally, loan
principal paydowns exceeded originations for the twelve month period. Total
investment securities decreased by $36.1 million as a result of principal
repayments received and sale activity exceeding purchases. Cash balances at
December 31, 2001 increased $30.6 million or 198.0% from prior year-end. This
increase primarily resulted from the net cash received from the PA Capital Bank
acquisition of $40 million.

     Total deposits increased by $142.3 million or 22.5% since December 31,
2000. This increase resulted primarily from $128 million in deposits received
from the PA Capital Bank acquisition. The Company's total borrowed funds
position decreased by $88.2 million, or 36.0%. Total equity increased by $23.7
million due to the issuance of additional shares in connection with the PA
Capital Bank acquisition, which increased total equity by $16.3 million, and an
increase in other comprehensive income as a result of an increase in the market
value of the available for sale securities portfolio.

SIGNIFICANT ACCOUNTING POLICIES IMPACTING THE COMPANY

     The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States, which requires
the Company to make estimates and assumptions (see Note 1 to the consolidated
financial statements). The company believes that of it's significant accounting
policies; the following involves a higher degree of judgment and complexity than
other estimates presented herein.

     Allowance for Loan Losses -- The allowance for loan losses is based on
management's estimate of an amount that is adequate to absorb losses in the
existing loan portfolio. The allowance for loan loss is established through a
provision for loss based on management's evaluation of the risk inherent in the
loan portfolio, the composition of the portfolio, specific impaired loans and
current economic conditions. Such evaluation, which includes a review of all
loans on which full collectibility may not be reasonably assured, considers
among other matters, the estimated net realizable value or the fair value of the
underlying collateral, economic conditions, historical loan loss experience,
management's estimate of probable credit losses and other factors that warrant
recognition in providing for an adequate loan loss allowance.

     RISK MANAGEMENT OVERVIEW.  Risk identification and management are essential
elements for the successful management of the Company. In the normal course of
business, the Company is subject to various types of risk, including interest
rate, credit, and liquidity risk. The Company controls and monitors these risks
with policies, procedures, and various levels of managerial and Board oversight.
The Company's objective is to optimize profitability while managing and
controlling risk within Board approved policy limits.
                                        25
<PAGE>

     The Company has developed a comprehensive Risk Management Policy to assist
Executive Management and the Board of Directors and in clarifying their
tolerance for risk as well as describing a methodology for determining the
proper level of controls to manage those risks.

     This clarification allows the line managers to achieve their business
objectives while managing risks within acceptable limits. This Policy is
intended to provide all parties, who are responsible for the management of risk,
with a single source that can be used to gain an understanding of the formalized
risk management process that has been established by the Company.

     Interest rate risk is the sensitivity of net interest income and the market
value of financial instruments to the magnitude, direction, and frequency of
changes in interest rates. Interest rate risk results from various repricing
frequencies and the maturity structure of assets, liabilities, and off-balance
sheet positions. The Company uses its asset liability management policy and
hedging policy to control and manage interest rate risk.

     Credit risk represents the possibility that a customer may not perform in
accordance with contractual terms. Credit risk results from extending credit to
customers, purchasing securities, and entering into certain off-balance sheet
financial instruments. The Company's primary credit risk occurs in the loan
portfolio. The Company uses its credit policy and disciplined approach to
evaluating the adequacy of the allowance for loan losses to control and manage
credit risk. The Company's investment policy and hedging policy strictly limit
the amount of credit risk that may be assumed in the investment portfolio and
through off-balance sheet activities.

     INTEREST RATE SENSITIVITY.  Asset/liability management involves managing
the risks associated with changing interest rates and the resulting impact on
the Company's net interest income, net income and capital. The management and
measurement of interest rate risk at the Company is performed by using the
following tools: 1) Simulation modeling which analyzes the impact of interest
rate changes on net interest income, net income and capital levels over specific
future time periods. The simulation modeling forecasts earnings under a variety
of scenarios that incorporate changes in the absolute level of interest rates,
the shape of the yield curve, prepayments and changes in the volumes and rates
of various loan and deposit categories. The simulation modeling also
incorporates all off balance sheet hedging activity as well as assumptions about
reinvestment and the repricing characteristics of certain assets and liabilities
without stated contractual maturities, 2) Static "GAP" analysis which analyzes
the extent to which interest rate sensitive assets and interest rate sensitive
liabilities are matched at specific points in time, and 3) Market value of
portfolio equity sensitivity analysis. The overall interest rate risk position
and strategies are reviewed by senior management and the Company's Board of
Directors on an ongoing basis. The following table presents a summary of the
Company's static GAP positions at December 31, 2001:

<Table>
<Caption>
                                                        OVER       OVER
                                                      3 MONTHS   6 MONTHS
                                           3 MONTHS   THROUGH    THROUGH      OVER
INTEREST SENSITIVITY PERIOD                OR LESS    6 MONTHS    1 YEAR     1 YEAR     TOTAL
---------------------------                --------   --------   --------   --------   --------
                                               (IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGE)
<S>                                        <C>        <C>        <C>        <C>        <C>
Rate sensitive assets:
Loans....................................  $172,194   $41,524    $ 64,379   $287,805   $565,902
Investment securities....................    48,875    24,468      39,319    267,936    380,598
Other assets.............................        --        --      13,556         --     13,556
                                           --------   -------    --------   --------   --------
  Total rate sensitive assets............  $221,069   $65,992    $117,254   $555,741   $960,056
                                           ========   =======    ========   ========   ========
</Table>

                                        26
<PAGE>

<Table>
<Caption>
                                                        OVER       OVER
                                                      3 MONTHS   6 MONTHS
                                           3 MONTHS   THROUGH    THROUGH      OVER
INTEREST SENSITIVITY PERIOD                OR LESS    6 MONTHS    1 YEAR     1 YEAR     TOTAL
---------------------------                --------   --------   --------   --------   --------
                                               (IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGE)
<S>                                        <C>        <C>        <C>        <C>        <C>
Rate sensitive liabilities:
Deposits:
  Non-interest bearing deposits..........  $     --   $    --    $     --   $114,192   $114,192
  NOW and Super NOW......................        --        --          --     50,175     50,175
  Money market...........................   153,117        --          --         --    153,117
  Other savings..........................        --        --          --     56,685     56,685
  Total time deposits....................    84,548    45,603      98,144    171,789    400,084
                                           --------   -------    --------   --------   --------
  Total deposits.........................   237,665    45,603      98,144    392,841    774,253
Borrowings...............................     6,036        42          84    150,350    156,512
                                           --------   -------    --------   --------   --------
  Total rate sensitive liabilities.......  $243,701   $45,645    $ 98,228   $543,191   $930,765
                                           ========   =======    ========   ========   ========
Interest sensitivity GAP:
  Interval...............................   (22,632)   20,347      19,026     12,550         --
  Cumulative.............................  $(22,632)  $(2,285)   $ 16,741   $ 29,291   $ 29,291
                                           ========   =======    ========   ========   ========
Period GAP ratio.........................     0.91x     1.45x       1.19x      1.02x
Cumulative GAP ratio.....................      0.91      0.99        1.04       1.03
Ratio of cumulative GAP to
  Total assets...........................     (2.21)%   (0.22)%      1.64%      2.86%
                                           ========   =======    ========   ========
</Table>

     When December 31, 2001, is compared to December 31, 2000, both the
Company's six month and one year cumulative GAP ratios are less positive due
largely to increased liability sensitivity resulting from an increase in the
Company's money market deposit accounts, of which approximately $53 million was
acquired in the PA Capital Bank acquisition.

     A portion of the Company's funding base is low cost core deposit accounts
that do not have a specific maturity date. The accounts that comprise these low
cost core deposits include passbook savings accounts, money market accounts, NOW
accounts, and daily interest savings accounts. At December 31, 2001, the balance
in these accounts totaled $374 million or 36.6% of total assets. Within the
above static GAP table, approximately $153 million or 40.9% of these core
deposits are assumed to be rate sensitive liabilities that reprice in one year
or less; this assumption is based upon historical experience in varying interest
rate environments and is reviewed annually for reasonableness. The Company
recognizes that the pricing of these accounts is somewhat inelastic when
compared to normal rate movements.

     There are some inherent limitations in using static GAP analysis to measure
and manage interest rate risk. For instance, certain assets and liabilities may
have similar maturities or periods to repricing but the magnitude or degree of
the repricing may vary significantly with changes in market interest rates. As a
result of these GAP limitations, management places primary emphasis on
simulation modeling to manage and measure interest rate risk. The Company's
asset liability management policy seeks to limit net interest income variability
over a twelve month period to +/-7.5% and net income variability to +/-15.0%
based upon varied economic rate forecasts which include interest rate movements
of up to 200 basis points and alterations of the shape of the yield curve.
Additionally, the Company also uses market value sensitivity measures to further
evaluate the balance sheet exposure to changes in interest rates. Market value
of portfolio equity sensitivity analysis captures the dynamic aspects of
long-term interest rate risk across all time periods by incorporating the net
present value of expected cash flows from the Company's assets and liabilities.
The Company monitors the trends in market value of portfolio equity sensitivity
analysis on a quarterly basis.

     The following table presents an analysis of the sensitivity inherent in the
Company's net interest income, net income and market value of portfolio equity.
The interest rate scenarios in the table compare the Company's base forecast or
most likely rate scenario at December 31, 2001, to scenarios that reflect ramped

                                        27
<PAGE>

increases and decreases in interest rates of 200 basis points along with
performance in a stagnant rate scenario with interest rates held flat at the
December 31, 2001, levels. The Company's most likely rate scenario is based upon
published economic consensus estimates that currently forecast a decrease in
interest rates over the next twelve-month period. Each rate scenario contains
unique prepayment and repricing assumptions that are applied to the Company's
expected balance sheet composition which was developed under the most likely
interest rate scenario.

<Table>
<Caption>
                                                                                      CHANGE IN
                                                                                       MARKET
                                                    VARIABILITY OF                    VALUE OF
INTEREST RATE                                        NET INTEREST    VARIABILITY OF   PORTFOLIO
SCENARIO                                                INCOME         NET INCOME      EQUITY
-------------                                       --------------   --------------   ---------
<S>                                                 <C>              <C>              <C>
Base..............................................         0%               0%             0%
Flat..............................................       3.2              7.2           (0.0)
200 bp increase...................................       2.5              5.5           (5.7)
200 bp decrease...................................       0.5              1.2            2.5
</Table>

     As indicated in the table, the least variability of the Company's net
interest income and net income over the next twelve month period was 0.5% and a
1.2% respectively, under a downward rate shock forecast reflecting a 200 basis
point decrease in interest rates. The noted variability under this forecast was
within the Company's ALCO policy limits. The variability of market value of
portfolio equity was 2.5% under this interest rate scenario. Finally, this
sensitivity analysis is limited by the fact that it does not include any balance
sheet repositioning actions the Company may take should severe movements in
interest rates occur such as lengthening or shortening the duration of the
securities portfolio or entering into additional off-balance sheet hedging
transactions. These actions would likely reduce the variability of each of the
factors identified in the above table in the more extreme interest rate shock
forecasts.

     Within the investment portfolio at December 31, 2001, 100% of the portfolio
is classified as available for sale. The available for sale classification
provides management with greater flexibility to manage the securities portfolio
to better achieve overall balance sheet rate sensitivity goals and provide
liquidity to fund loan growth if needed. The mark to market of the available for
sale securities does inject more volatility in the book value of equity but has
no impact on regulatory capital. Furthermore, it is the Company's intent to
continue to diversify its loan portfolio to increase liquidity and rate
sensitivity and to better manage the Company's long-term interest rate risk by
continuing to sell newly originated fixed-rate 30-year mortgage loans.

     LIQUIDITY.  Liquidity risk represents the inability to generate cash or
otherwise obtain funds at reasonable rates to satisfy commitments to borrowers,
as well as, the obligations to depositors and debtholders. The Company uses its
asset/liability management policy and contingency funding plan to control and
manage liquidity risk.

     Financial institutions must maintain liquidity to meet day-to-day
requirements of depositor and borrower customers, take advantage of market
opportunities, and provide a cushion against unforeseen needs. Liquidity needs
can be met by either reducing assets or increasing liabilities. Sources of asset
liquidity are provided by short-term investment securities, time deposits with
banks, federal funds sold, banker's acceptances, and commercial paper. These
assets totaled $71.3 million at December 31, 2001, compared to $33.2 million at
December 31, 2000. Maturing and repaying loans, as well as the monthly cash flow
associated with mortgage-backed securities are other significant sources of
asset liquidity for the Company.

     Liquidity needs can be met by attracting deposits with competitive rates,
using repurchase agreements, buying federal funds, or utilizing the facilities
of the Federal Reserve or the Federal Home Loan Bank systems. The Company's
subsidiary utilizes a variety of these methods of liability liquidity. At
December 31, 2001, the Company's subsidiary had approximately $20 million of
unused lines of credit available under informal arrangements with correspondent
banks compared to $30 million at December 31, 2000. These lines of credit enable
the Company's subsidiary to purchase funds for short-term needs at current
market rates. Additionally, the Company's subsidiary bank is a member of the
Federal Home Loan Bank, which provides the opportunity to obtain intermediate to
longer term advances up to approximately 80% of their investment in

                                        28
<PAGE>

assets secured by one-to-four family residential real estate. The Company
estimates a remaining current total available Federal Home Loan Bank aggregate
borrowing capacity of approximately $305 million.

     Liquidity can be analyzed by utilizing the Consolidated Statement of Cash
Flows. Cash equivalents increased by $30.6 million from December 31, 2000 to
December 30, 2001. During the twelve months of 2001 there was $101.1 million of
net cash provided by investing activities and $7.0 million of net cash provided
by operating activities. This was partially offset by $77.5 million of net cash
used by financing activities. Within investing activities, purchases of
investment securities exceeded cash proceeds received from security sales by
$22.2 million. Cash received from loan principal payments totaled $193.3 million
and exceeded the cash advanced for new loan fundings by $7.4 million.
Additionally, the Company received $40.0 million in connection with the
acquisition of PA Capital Bank. Within financing activities, net deposits
increased by $14.0 million. The Company used $3.4 million of cash to pay common
dividends to shareholders. Management believes that the Company maintains
overall liquidity sufficient to satisfy its deposit requirements and meet its
customers' credit needs.

     CAPITAL RESOURCES.  As presented in Note #20 to the Company's Consolidated
Financial Statements, the Company exceeds all regulatory capital ratios for each
of the periods presented. Furthermore, the Company's subsidiary bank is
considered "well capitalized" under all applicable FDIC regulations. It is the
Company's intent to maintain the FDIC "well capitalized" classification for its
subsidiary to ensure the lowest deposit insurance premium. The Company targets
an operating range of 6.0% to 6.5% for the asset leverage ratio because
management and the Board of Directors believe that this level provides an
optimal balance between regulatory capital requirements and shareholder value
needs. Strategies the Company uses to manage its capital ratios include common
dividend payments and earning asset growth.

     The Company's declared Common Stock cash dividend per share was $0.48 for
the year ended December 31, 2001. Based on the December 31, 2001 stock price,
the dividend yield on the Company's common stock approximates 3.84%. The
Company's Board of Directors believes that a better than peer common dividend is
a key component of total shareholder return, particularly for retail
shareholders.

     The Company's Dividend Reinvestment and Common Stock Purchase Plan provides
each record holder of Common Stock with a simple and convenient method of
purchasing additional shares without payment of any brokerage commissions,
service charges or other similar expense. A participant in the Plan may purchase
shares of Common Stock by electing either to (1) reinvest dividends on all of
his or her shares of Common Stock or (2) make optional cash payments of not less
than $10 and up to a maximum of $2,000 per month and continue to receive regular
dividend payments on his or her other shares. A participant may withdraw from
the Plan at any time.

     Under the Plan, purchases of shares of Common Stock are made on the open
market using the average market price, which is the weighted average purchase
price of shares purchased for the Plan in the market for the relevant investment
date.

     FORWARD-LOOKING STATEMENT.  This annual report contains various
forward-looking statements and includes assumptions concerning the Company's
beliefs, plans, objectives, goals, expectations, anticipations estimates,
intentions, operations, future results, and prospects, including statements that
include the words "may," "could," "should," "would," "believe," "expect,"
"anticipate," "estimate," "intend," "plan" or similar expressions. These
forward-looking statements are based upon current expectations and are subject
to risk and uncertainties. In connection with the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, The Company provides the
following cautionary statement identifying important factors (some of which are
beyond the Company's control) which could cause the actual results or events to
differ materially from those set forth in or implied by the forward-looking
statements and related assumptions.

     Such factors include the following: (i) the effect of changing regional and
national economic conditions; (ii) the effects of trade, monetary and fiscal
policies and laws, including interest rate policies of the Board of Governors of
the Federal Reserve System; (iii) significant changes in interest rates and
prepayment speeds; (iv) inflation, stock and bond market, and monetary
fluctuations; (v) credit risks of commercial, real estate, consumer, and other
lending activities; (vi) changes in federal and state banking and financial
services laws

                                        29
<PAGE>

and regulations; (vii) the presence in the Company's market area of competitors
with greater financial resources than the Company; (viii) the timely development
of competitive new products and services by the Company and the acceptance of
those products and services by customers and regulators (when required); (ix)
the willingness of customers to substitute competitors' products and services
for those of the Company and vice versa; (x) changes in consumer spending and
savings habits; (xi) unanticipated regulatory or judicial proceedings; and (xii)
other external developments which could materially impact the Company's
operational and financial performance.

     The foregoing list of important factors is not exclusive, and neither such
list nor any forward-looking statement takes into account the impact that any
future acquisition may have on the Company and on any such forward-looking
statement.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     For information regarding the market risk of the Company's financial
instruments, see "Interest Rate Sensitivity" in the MD&A presented on page 26.
The Company's principal market risk exposure is to interest rates.

                                        30
<PAGE>

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                  AT DECEMBER 31
                                                              ----------------------
                                                                 2001         2000
                                                              ----------    --------
                                                                  (IN THOUSANDS)
<S>                                                           <C>           <C>
ASSETS
Cash and due from banks.....................................  $   46,109    $ 15,471
Investment securities available for sale....................     380,598     416,745
Loans.......................................................     565,902     488,956
  Less: Unearned income.....................................          13          31
       Allowance for loan losses............................       7,992       5,393
                                                              ----------    --------
Net loans...................................................     557,897     483,532
                                                              ----------    --------
Premises and equipment......................................       4,458       4,775
Accrued income receivable...................................       6,133       6,465
Goodwill and core deposit intangibles.......................      12,676       2,446
Bank owned life insurance...................................      13,556      12,942
Other assets................................................       1,173       4,685
                                                              ----------    --------
          TOTAL ASSETS......................................  $1,022,600    $947,061
                                                              ==========    ========
LIABILITIES
Non-interest bearing deposits...............................  $  114,192    $ 86,181
Interest bearing deposits...................................     660,061     545,809
                                                              ----------    --------
Total deposits..............................................     774,253     631,990
                                                              ----------    --------
Federal funds purchased and securities sold under agreements
  to repurchase.............................................          --       4,100
Other short-term borrowings.................................          --       5,066
Advances from Federal Home Loan Bank........................     156,000     234,876
Long-term debt..............................................         512         633
                                                              ----------    --------
Total borrowed funds........................................     156,512     244,675
                                                              ----------    --------
Other liabilities...........................................       9,453      11,672
                                                              ----------    --------
          TOTAL LIABILITIES.................................     940,218     888,337
                                                              ----------    --------
Commitments and contingent liabilities (Note #15)
STOCKHOLDERS' EQUITY
Preferred stock, no par value; 5,000,000 shares authorized;
  no shares issued or outstanding...........................          --          --
Common stock, par value $1.00 per share; 20,000,000 shares
  authorized; 8,523,906 issued and outstanding on December
  31, 2001 and 6,675,212 on December 31, 2000...............          85          67
Surplus.....................................................      38,859      22,487
Retained earnings...........................................      44,342      40,819
Accumulated other comprehensive income......................        (904)     (4,649)
                                                              ----------    --------
          TOTAL STOCKHOLDERS' EQUITY........................      82,382      58,724
                                                              ----------    --------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........  $1,022,600    $947,061
                                                              ==========    ========
</Table>

          See accompanying notes to consolidated financial statements.
                                        31
<PAGE>

                       CONSOLIDATED STATEMENTS OF INCOME

<Table>
<Caption>
                                                                      YEAR ENDED DECEMBER 31
                                                              --------------------------------------
                                                                 2001          2000          1999
                                                              ----------    ----------    ----------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>           <C>           <C>
INTEREST INCOME
Interest and fees on loans:
  Taxable...................................................  $   42,308    $   39,156    $   37,714
  Tax exempt................................................         479           684           506
Deposits with banks.........................................         217            20            24
Federal funds sold and securities purchased under agreements
  to resell.................................................         390            --            --
Investment securities:
  Available for sale........................................      23,601        30,555        24,309
  Held to maturity..........................................          --            --         8,263
                                                              ----------    ----------    ----------
Total Interest Income.......................................      66,995        70,415        70,816
                                                              ----------    ----------    ----------
INTEREST EXPENSE
Deposits....................................................      26,757        24,042        19,282
Federal funds purchased and securities sold under agreements
  to repurchase.............................................          35         1,012         1,015
Other short-term borrowings.................................          16         2,040         2,222
Advances from Federal Home Loan Bank........................      13,808        17,065        18,284
Long-term debt..............................................          44           166           279
                                                              ----------    ----------    ----------
Total Interest Expense......................................      40,660        44,325        41,082
                                                              ----------    ----------    ----------
Net Interest Income.........................................      26,335        26,090        29,734
  Provision for loan losses.................................       1,050           600           300
                                                              ----------    ----------    ----------
Net Interest Income after Provision for Loan Losses.........      25,285        25,490        29,434
                                                              ----------    ----------    ----------
NON-INTEREST INCOME
Trust fees..................................................         120           216           971
Net realized gains (losses) on investment securities........         297          (461)          273
Wholesale cash processing fees..............................         736           562           603
Service charges on deposit accounts.........................       2,013         1,983         1,861
Bank owned life insurance...................................         613           586           551
Other income................................................       1,307         1,376         1,394
                                                              ----------    ----------    ----------
Total Non-Interest Income...................................       5,086         4,262         5,653
                                                              ----------    ----------    ----------
NON-INTEREST EXPENSE
Salaries and employee benefits..............................      10,166         9,684         9,371
Net occupancy expense.......................................       1,911         1,843         1,831
Equipment expense...........................................       1,691         1,580         1,522
Professional fees...........................................       1,390         1,260         1,350
Supplies, postage, and freight..............................       1,029           950           975
Miscellaneous taxes and insurance...........................       1,022           723           567
FDIC deposit insurance expense..............................         129           117           197
Amortization of goodwill and core deposit intangibles.......         602           392           377
Other real estate owned.....................................          18         2,490           230
Spin-off costs..............................................          --           777            --
Other expense...............................................       3,386         4,015         4,607
                                                              ----------    ----------    ----------
Total Non-Interest Expense..................................      21,344        23,831        21,027
                                                              ----------    ----------    ----------
INCOME
BEFORE INCOME TAXES.........................................       9,027         5,921        14,060
  Provision for income taxes................................       1,858           936         4,090
                                                              ----------    ----------    ----------
INCOME FROM CONTINUING OPERATIONS...........................  $    7,169    $    4,985    $    9,970
NET LOSS FROM DISCONTINUED MORTGAGE BANKING OPERATIONS, NET
  OF INCOME TAX BENEFITS OF $312 AND $12....................          --          (267)          (30)
                                                              ----------    ----------    ----------
NET INCOME..................................................  $    7,169    $    4,718    $    9,940
                                                              ==========    ==========    ==========
PER COMMON SHARE DATA:(1)
  Basic:
    Income from continuing operations.......................  $     0.94    $     0.75    $     1.49
    Net income..............................................        0.94          0.71          1.49
    Average number of shares outstanding....................   7,604,597     6,672,991     6,670,102
  Diluted:
    Income from continuing operations.......................  $     0.94    $     0.75    $     1.48
    Net income..............................................        0.94          0.71          1.48
    Average number of shares outstanding....................   7,621,905     6,673,166     6,725,583
</Table>

          See accompanying notes to consolidated financial statements.
                                        32
<PAGE>

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<Table>
<Caption>
                                                                                       ACCUMULATED
                                                                                          OTHER
                                           PREFERRED   COMMON              RETAINED   COMPREHENSIVE
                                             STOCK      STOCK    SURPLUS   EARNINGS      INCOME        TOTAL
                                           ---------   -------   -------   --------   -------------   --------
<S>                                        <C>         <C>       <C>       <C>        <C>             <C>
Balance, December 31, 1998...............     $--      $ 2,015   $20,454   $ 47,927      $  1,090     $ 71,486
Net Income...............................     --            --        --      9,940            --        9,940
Other comprehensive income, net of tax:
  Unrealized loss on securities available
  for sale, net of reclassification
  adjustment.............................     --            --        --         --       (18,266)     (18,266)
                                                                                                      --------
  Comprehensive income...................                                                               (8,326)
                                                                                                      --------
Dividends declared.......................     --            --        --     (7,368)           --       (7,368)
                                              --       -------   -------   --------      --------     --------
Balance, December 31, 1999...............     $--      $ 2,015   $20,454   $ 50,500      $(17,176)    $ 55,793
Net Income...............................     --            --        --      4,718            --        4,718
Other comprehensive income, net of tax:
  Unrealized gain on securities available
  for sale, net of reclassification
  adjustment.............................     --            --        --         --        12,527       12,527
                                                                                                      --------
  Comprehensive income...................                                                               17,245
                                                                                                      --------
Effect of spin-off from Ameriserv
  Financial, Inc.........................     --        (1,948)    1,948         --            --           --
Elimination of equity from discontinued
  mortgage banking operation.............     --            --        --    (10,159)           --      (10,159)
Stock options exercised/new shares
  issued.................................     --            --        85         --            --           85
Dividends declared.......................     --            --        --     (4,240)           --       (4,240)
                                              --       -------   -------   --------      --------     --------
Balance, December 31, 2000...............     $--      $    67   $22,487   $ 40,819      $ (4,649)    $ 58,724
Net Income...............................     --            --        --      7,169            --        7,169
Other comprehensive income, net of tax:
  Unrealized gain on securities available
  for sale, net of reclassification
  adjustment.............................     --            --        --         --         3,745        3,745
                                                                                                      --------
  Comprehensive income...................                                                               10,914
                                                                                                      --------
Shares issued in connection with the
  acquisition of PA Capital Bank.........     --            18    16,282         --            --       16,300
Stock options exercised/new shares
  issued.................................     --            --        90         --            --           90
Dividends declared.......................     --            --        --     (3,646)           --       (3,646)
                                              --       -------   -------   --------      --------     --------
Balance, December 31, 2001...............     $--      $    85   $38,859   $ 44,342      $   (904)    $ 82,382
                                              ==       =======   =======   ========      ========     ========
</Table>

          See accompanying notes to consolidated financial statements.
                                        33
<PAGE>

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                    YEAR ENDED DECEMBER 31
                                                              -----------------------------------
                                                                2001         2000         1999
                                                              ---------    ---------    ---------
                                                                        (IN THOUSANDS)
<S>                                                           <C>          <C>          <C>
OPERATING ACTIVITIES
Net income..................................................  $   7,169    $   4,718    $   9,940
Loss (income) from discontinued mortgage banking operations,
  net of income taxes.......................................         --          267           30
                                                              ---------    ---------    ---------
Income from continuing operations...........................      7,169        4,985        9,970
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Provision for loan losses.................................      1,050          600          300
  Depreciation and amortization expense.....................        222          787          891
  Amortization expense of goodwill and core deposit
    intangibles.............................................        602          392          377
  Net amortization (accretion) of investment securities.....        449         (368)        (156)
  Net realized (gains) losses on investment securities......       (297)         461         (273)
  Premises and equipment write-down.........................        113           --           --
  Decrease (increase) in accrued income receivable..........        791        1,039         (486)
  Net (decrease) increase in accrued expense payable........     (1,458)       1,501          542
  Net decrease (increase) in other assets...................        864          954       (3,764)
  Net (decrease) increase in other liabilities..............     (2,459)        (580)      (1,042)
                                                              ---------    ---------    ---------
Net cash provided by operating activities...................  $   7,046    $   9,771    $   6,359
                                                              ---------    ---------    ---------
INVESTING ACTIVITIES
Purchase of investment securities and other short-term
  investments -- available for sale.........................   (124,969)     (15,893)    (263,781)
Purchase of investment securities and other short-term
  investments -- held to maturity...........................         --           --      (13,720)
Proceeds from maturities of investment securities and other
  short-term investments -- available for sale..............     74,977       51,076       41,710
Proceeds from maturities of investment securities and other
  short-term investments -- held to maturity................         --           --       28,399
Proceeds from sales of investment securities and other
  short-term investments -- available for sale..............    102,737       89,523      131,484
Proceeds from sales of investment securities and other
  short-term investments -- held to maturity................         --           --        2,503
Loans originated............................................   (185,871)     (87,853)    (194,099)
Principal collected on loans................................    193,282       82,554      181,718
Net decrease (increase) in credit card receivables and other
  short-term loans..........................................      1,566          (90)         589
Net cash received from branch transaction...................         --           --       10,762
Net cash received from PA Capital Bank Acquisition..........     39,994           --           --
Purchases of premises and equipment.........................       (600)        (675)      (1,996)
Sale/retirement of premises and equipment...................         --          608          124
                                                              ---------    ---------    ---------
Net cash provided (used) by investing activities............  $ 101,116    $ 119,250    $ (76,307)
                                                              ---------    ---------    ---------
FINANCING ACTIVITIES
Net increase (decrease) in deposits.........................     13,976       59,295       (1,194)
Net decrease in federal funds purchased, securities sold
  under agreements to repurchase, and other short-term
  borrowings................................................     (9,169)     (16,984)     (16,584)
Net principal (repayments) borrowings on advances from
  Federal Home Loan Bank....................................    (78,876)    (175,000)      99,985
Net principal (repayments) borrowings of long-term debt.....       (121)      (1,735)         721
Common stock dividends paid.................................     (3,424)      (3,439)      (7,368)
Proceeds from stock options exercised.......................         90           85           --
                                                              ---------    ---------    ---------
Net cash (used) provided by financing activities............  $ (77,524)   $(137,778)   $  75,560
                                                              ---------    ---------    ---------
Net increase (decrease) in cash equivalents.................     30,638       (8,757)       5,612
Cash equivalents at January 1...............................     15,471       24,228       18,616
                                                              ---------    ---------    ---------
Cash equivalents at December 31.............................  $  46,109    $  15,471    $  24,228
                                                              =========    =========    =========
SUPPLEMENTAL DATA:
  Cash Paid For:
    Income Taxes............................................  $   2,395    $   1,783    $   3,269
    Interest Expense........................................     42,118       42,824       40,593
</Table>

          See accompanying notes to consolidated financial statements.
                                        34
<PAGE>

                           THREE RIVERS BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           AT AND FOR THE YEARS ENDED
                        DECEMBER 31, 2001, 2000 AND 1999

BUSINESS AND NATURE OF OPERATIONS:

     Three Rivers Bancorp, Inc. (the "Company") is a bank holding company
headquartered in Monroeville, Pennsylvania. Through its banking subsidiary the
Company operates 25 banking offices in three southwestern Pennsylvania counties.
These offices provide a full range of consumer, mortgage and commercial
financial products.

ORGANIZATION

     On April 1, 2000, Ameriserv Financial, Inc., formerly known as USBANCORP,
Inc., executed its approved Board of Directors plan to split it's banking
subsidiaries into two separate publicly traded companies and Three Rivers
Bancorp, Inc. was formed. On this date, Three Rivers Bank ("the Bank") was
spun-off from Ameriserv Financial, Inc. and into the Company.

     Under the tax-free spin-off plan, 100% of the shares of Three Rivers
Bancorp, Inc., were distributed as a dividend to the shareholders of Ameriserv
Financial as a 1 for 2 stock dividend based on their existing Ameriserv
Financial ownership. Standard Mortgage Company ("SMC"), a mortgage banking
company, a subsidiary of Three Rivers Bank, was internally spun-off from Three
Rivers Bank to Ameriserv Financial prior to consummation of the Three Rivers
Bank spin-off. As a result of the spin-off of SMC, on April 1, 2000, total
assets and equity at Three Rivers Bank decreased by $10,159,000, the net equity
of SMC. On the consolidated income statement, the results of operations of SMC
prior to April 1, 2000 are reflected as discontinued mortgage banking
operations, net of income taxes. The notes to the consolidated financial
statements exclude the financial position and results of operations of the
discontinued mortgage banking operation.

     For the spin-off of Three Rivers Bank to be considered "tax-free",
Ameriserv Financial, Inc. petitioned to and received from the Internal Revenue
Service a private letter ruling. This private letter ruling contains certain
commitments on the part of the Company including no change in control for a
two-year period and a requirement to raise capital within one year after the
spin-off. The requirement to raise capital could include issuing capital stock
in connection with a business combination.

     On February 1, 2001, the Company and The Pennsylvania Capital Bank ("PA
Capital Bank") announced that they signed a definitive agreement for the Company
to acquire all the stock of PA Capital Bank and to merge PA Capital Bank into
Three Rivers Bank. This acquisition was completed on July 1, 2001 (see Note
#23), and pursuant to a supplemental IRS ruling, the acquisition was approved to
satisfy the capital raising requirements set forth in the original private
letter ruling. In accordance with this decision, the shareholders of Ameriserv
Financial, Inc. who received the stock of the Company in the spin-off are deemed
to have received a non-taxable dividend from Ameriserv Financial, Inc. The
acquisition was accounted under the purchase method.

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Principles of Consolidation:

     The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, Three Rivers Bank including its principal
subsidiaries TRB Financial Services Company and TRB Realty Corporation.
Intercompany accounts and transactions have been eliminated in preparing the
consolidated financial statements.

                                        35
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Use of Estimates:

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results may differ from these
estimates.

  Cash and Cash Equivalents:

     On a consolidated basis, cash equivalents include cash and due from banks,
interest-bearing deposits with banks, and federal funds sold and securities
purchased under agreements to resell.

  Investment Securities:

     Securities are classified at the time of purchase as investment securities
held to maturity if it is management's intent and the Company has the ability to
hold the securities until maturity. These held to maturity securities are
carried on the Company's books at cost, adjusted for amortization of premium and
accretion of discount, which is computed using the level yield method which
approximates the effective interest method. Securities are classified as
available for sale if it is management's intent at the time of purchase to hold
the securities for an indefinite period of time and/or to use the securities as
part of the Company's asset/liability management strategy. Securities classified
as available for sale include securities that may be sold to effectively manage
interest rate risk exposure, prepayment risk, and other factors (such as
liquidity requirements). These available for sale securities are reported at
fair value with unrealized aggregate appreciation (depreciation) excluded from
income and credited (charged) to a separate component of shareholders' equity on
a net of tax basis. Any securities classified as trading assets are reported at
fair value with unrealized aggregate appreciation (depreciation) included in
current income. The Company presently does not engage in trading activity.
Realized gain or loss on securities sold was computed upon the adjusted cost of
the specific securities sold. As of December 31, 2001 and 2000, the Company's
entire investment portfolio is classified as available for sale.

  Loans:

     Interest income is recognized using methods that approximate a level yield
related to principal amounts outstanding. The Company's subsidiary discontinues
the accrual of interest income when loans, except for loans that are insured for
credit loss, become 90 days past due in either principal or interest. In
addition, if circumstances warrant, the accrual of interest may be discontinued
prior to 90 days. In all cases, payments received on non-accrual loans are
credited to principal until full recovery of principal has been recognized; it
is only after full recovery of principal that any additional payments received
are recognized as interest income. The only exception to this policy is for
residential mortgage loans wherein interest income is recognized on a cash basis
as payments are received. A non-accrual loan is placed on accrual status after
becoming current and remaining current for twelve consecutive payments (except
for residential mortgage loans which only have to become current). A loan is
considered impaired when it is probable the Company will be unable to collect
all principal and interest due in accordance with contractual terms.

  Loan Fees:

     Loan origination and commitment fees, net of associated direct costs, are
deferred and amortized into interest and fees on loans over the loan or
commitment period. Fee amortization is determined by either the straight-line
method, or the effective interest method, which do not differ materially.

                                        36
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Premises and Equipment:

     Premises and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is charged to operations over the estimated useful
lives of the premises and equipment using the straight-line method. Useful lives
of up to 45 years for buildings and up to 12 years for equipment are utilized.
Leasehold improvements are amortized using the straight-line method over the
terms of the respective leases or useful lives of the improvements, whichever is
shorter. Maintenance, repairs, and minor alterations are charged to current
operations as expenditures are incurred.

  Bank Owned Life Insurance:

     In 1995, the Company established a life insurance policy on a group of
employees. This policy is carried on the balance sheet at its cash surrender
value. Changes in the cash surrender value of the policy are recorded to
non-interest income. As cash surrender values of death benefits are received,
the Company reduces the asset value.

  Allowance for Loan Losses and Charge-Off Procedures:

     The allowance for loan losses is based on management's evaluation of
potential losses in the loan portfolio, which includes an assessment of past
experience, current economic conditions, known and inherent risks in the loan
portfolio, the estimated value of underlying collateral and changes in the
composition of the loan portfolio. While allocations are made to specific loans
and pools of loans, the total reserve is available for all credit losses.
Additions are made to the allowance through periodic provisions charged to
income and recovery of principal on loans previously charged off. Losses of
principal are charged to the allowance when the loss actually occurs or when a
determination is made that a loss is probable. In addition, non-accrual and
large delinquent loans are reviewed monthly to determine potential losses.
Consumer loans are considered losses when they are 90 days past due, except
loans that are insured for credit loss.

     The Company's policy is to individually review the credit quality of, at a
minimum, all commercial and commercial mortgage loans with balances in excess of
$500,000 within an 18 month period. All other loans not reviewed by the $500,000
threshold are reviewed as circumstances warrant. The Company has also identified
two pools of small dollar value homogeneous loans that are evaluated
collectively for impairment. These separate pools are for residential mortgage
loans and consumer loans. Individual loans within these pools are reviewed and
removed from the pool if factors such as significant delinquency in payments of
90 days or more, bankruptcy, or other negative economic concerns indicate
impairment.

  Earnings Per Common Share:

     Earnings per share are calculated in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share," which requires that both
basic and diluted earnings per share be presented. Basic earnings per share are
based on the weighted-average number of common shares outstanding during each
period. Diluted earnings per share are based on basic shares as determined above
plus incremental shares that would be issued upon the assumed exercise of
in-the-money stock options using the treasury stock method.

  Income Taxes:

     Deferred tax assets or liabilities are computed based on the difference
between the financial statement and income tax bases of assets and liabilities
using the enacted marginal tax rate. Deferred income tax expenses or credits are
based on the changes in the asset or liability from period to period.

                                        37
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Interest Rate Contracts:

     The Company uses various interest rate contracts, such as interest rate
swaps, caps and floor, to help manage interest rate risk, which is incurred in
normal recurrent banking activities. Interest rate swaps are agreements with a
counterparty to exchange periodic fixed and floating interest payments
calculated on a notional amount. The floating rate is based on a money market
index, primarily short-term LIBOR. Purchased interest rate caps or floors are
agreements where, for a fee, the counterparty agrees to pay the Company the
amount, if any, by which a specified market interest rate exceeds or is less
than a defined rate applied to a notional amount, respectively. As required, the
Company adopted the provisions of SFAS 133 on January 1, 2001. The adoption had
no material affect on the financial position or results of operations of the
Company. This statement requires the Company to recognize all derivative
instruments as either assets or liabilities on the balance sheet at fair value.
The accounting for changes in fair value of a derivative instrument depends on
whether it has been designated and qualifies as part of a hedging relationship
and further, on the type of hedging relationship. For those derivative
instruments that are designated and qualify as hedging instruments, the Company
must designate the hedging instrument, based on the exposure being hedged, as
either a fair value hedge or a cash flow hedge.

     For derivatives that are designated as fair value hedges, the gain or loss
on derivatives as well as the gain or loss on the hedged items are recognized in
current earnings. For derivatives designated as cash flow hedges, the effective
portions of the gain or loss on derivatives are reported as a component of
accumulated other comprehensive income and reclassified into earnings in the
same period during which the hedged transaction affects earnings. The remaining
gain or loss on the derivatives in excess of the hedged future cash flows, if
any, is recognized in current earnings. For derivatives not designated as
hedges, the gain or loss is recognized in current earnings.

  Business Combinations:

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations. Statement 141
eliminates the pooling-of-interests method of accounting for business
combinations except for qualifying business combinations that were initiated
prior to July 1, 2001. Statement 141 also includes new criteria to recognize
intangible assets separately from goodwill. The requirements of Statement 141
are effective for any business combination accounted for by the purchase method
that is completed after June 30, 2001, and has been applied in the acquisition
of PA Capital Bank as completed on July 1, 2001, see Note #23.

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.
Under Statement 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually, or more frequently if impairment
indicators arise, for impairment. Separable intangible assets that are not
deemed to have an indefinite life will continue to be amortized over their
useful lives. The amortization provisions of Statement 142 requiring
nonamortization of goodwill and indefinite lived intangible assets apply to
goodwill and indefinite lived intangible assets acquired after June 30, 2001.
However, the impairment provisions of Statement 142 apply to these assets upon
adoption of Statement 142. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, companies are required to adopt Statement 142 in
their fiscal year beginning after December 15, 2001. The Company will apply the
nonamortization provisions of Statement 142 to the goodwill recorded on July 1,
2001 as a result of the PA Capital Bank acquisition. The Company has no other
goodwill recorded on its balance sheet that would be impacted by the provisions
of Statement 142.

                                        38
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Reclassification of Prior Periods:

     Certain items previously presented have been reclassified to conform with
current year presentation.

2.  CASH AND DUE FROM BANKS

     Cash and due from banks at December 31, 2001 and 2000, included $1,755,000
and $5,387,000, respectively, of reserves required to be maintained under
Federal Reserve Bank regulations.

3.  INVESTMENT SECURITIES

     The cost and market values of investment securities are summarized as
follows:

     Investment securities available for sale:

<Table>
<Caption>
                                                        AT DECEMBER 31, 2001
                                          ------------------------------------------------
                                                        GROSS         GROSS
                                            COST      UNREALIZED    UNREALIZED     MARKET
                                           BASIS        GAINS         LOSSES       VALUE
                                          --------    ----------    ----------    --------
                                                           (IN THOUSANDS)
<S>                                       <C>         <C>           <C>           <C>
U.S. Treasury...........................  $  4,570      $   71       $    --      $  4,641
U.S. Agency.............................    56,999          90          (393)       56,696
State and Municipal.....................    29,085          12          (762)       28,335
U.S. Agency mortgage-backed
  securities............................   271,812       1,338        (1,033)      272,117
Other securities(1).....................    19,522          --          (713)       18,809
                                          --------      ------       -------      --------
Total...................................  $381,988      $1,511       $(2,901)     $380,598
                                          ========      ======       =======      ========
</Table>

---------------
(1) Other investment securities include corporate notes and bonds, asset-backed
    securities, and equity securities.

     Investment securities available for sale:

<Table>
<Caption>
                                                         AT DECEMBER 31, 2000
                                             ---------------------------------------------
                                                          GROSS        GROSS
                                               COST     UNREALIZED   UNREALIZED    MARKET
                                              BASIS       GAINS        LOSSES      VALUE
                                             --------   ----------   ----------   --------
                                                            (IN THOUSANDS)
<S>                                          <C>        <C>          <C>          <C>
U.S. Treasury..............................  $  4,061      $ 49       $    --     $  4,110
U.S. Agency................................    18,300        --          (193)      18,107
State and Municipal........................    29,352        12        (1,002)      28,362
U.S. Agency mortgage-backed securities.....   337,853       150        (5,336)     332,667
Other securities(1)........................    34,555         7        (1,063)      33,499
                                             --------      ----       -------     --------
Total......................................  $424,121      $218       $(7,594)    $416,745
                                             ========      ====       =======     ========
</Table>

     All purchased investment securities are recorded on settlement date, which
is not materially different from the trade date. Realized gains and losses are
calculated by the specific identification method.

     The book value of securities pledged to secure public and trust deposits,
as required by law, was $258,190,000 at December 31, 2001, and $353,286,000 at
December 31, 2000. The Company realized $461,000 and $217,000 of gross
investment security gains and $164,000 and $678,000 of gross investment security
losses on available for sale securities in 2001 and 2000, respectively.

                                        39
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4.  LOANS

     The loan portfolio of the Company consisted of the following:

<Table>
<Caption>
                                                                AT DECEMBER 31
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Commercial..................................................  $ 77,770   $ 44,569
Commercial loans secured by real estate.....................   296,665    237,830
Real estate-mortgage........................................   169,048    181,066
Consumer....................................................    22,419     25,491
                                                              --------   --------
Loans.......................................................   565,902    488,956
Less: Unearned income.......................................       (13)       (31)
                                                              --------   --------
Loans, net of unearned income...............................  $565,889   $488,925
                                                              ========   ========
</Table>

     Real estate construction loans comprised 3.2% and 2.6% of total loans net
of unearned income at December 31, 2001 and 2000, respectively. The Company has
no direct credit exposure to foreign countries. Most of the Company's loan
activity is with customers located in the southwestern Pennsylvania geographic
area. As of December 31, 2001, loans to customers engaged in similar activities
and having similar economic characteristics, as defined by standard industrial
classifications, did not exceed 10% of total loans.

5.  ALLOWANCE FOR LOAN LOSSES

     An analysis of the changes in the allowance for loan losses follows:

<Table>
<Caption>
                                                             YEAR ENDED DECEMBER 31
                                                           --------------------------
                                                            2001      2000      1999
                                                           ------    ------    ------
                                                                 (IN THOUSANDS)
<S>                                                        <C>       <C>       <C>
Balance January 1........................................  $5,393    $5,021    $6,104
Provision for loan losses................................   1,050       600       300
Allowance for loans losses from PA Capital Bank..........   1,939        --        --
Recoveries on loans previously charged-off...............      94       244       245
Loans charged-off........................................    (484)     (472)   (1,628)
                                                           ------    ------    ------
Balance December 31......................................  $7,992    $5,393    $5,021
                                                           ======    ======    ======
</Table>

6.  NON-PERFORMING ASSETS

     Non-performing assets are comprised of (i) loans which are on a non-accrual
basis, (ii) loans which are contractually past due 90 days or more as to
interest or principal payments some of which are insured for credit loss, and
(iii) other real estate owned (real estate acquired through foreclosure and
in-substance foreclosures).

                                        40
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table presents information concerning non-performing assets:

<Table>
<Caption>
                                                        AT DECEMBER 31
                                        ----------------------------------------------
                                         2001      2000      1999      1998      1997
                                        ------    ------    ------    ------    ------
                                              (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                                     <C>       <C>       <C>       <C>       <C>
Non-accrual loans.....................  $3,240    $2,324    $2,056    $2,553    $2,871
Loans past due 90 days or more........     177       201       154        37       956
Other real estate owned...............     417        70     6,866       526       681
                                        ------    ------    ------    ------    ------
Total non-performing assets...........  $3,834    $2,595    $9,076    $3,116    $4,508
Total non-performing assets as a
  percent of loans, net of unearned
  income, and other real estate
  owned...............................    0.67%     0.53%     1.87%     0.66%     0.96%
                                        ======    ======    ======    ======    ======
</Table>

     As of December 31, 2001, the Company is unaware of any additional loans
that are required to either be charged-off or added to the non-performing asset
totals disclosed above. Other real estate owned is recorded at the lower of 1)
fair value minus estimated costs to sell, or 2) carrying cost.

     For impaired loans, the measurement of impairment may be based upon: 1) the
present value of expected future cash flows discounted at the loan's effective
interest rate; 2) the observable market price of the impaired loan; or 3) the
fair value of the collateral of a collateral dependent loan.

     The Company had loans totaling $733,000 and $588,000 being specifically
identified as impaired and a corresponding allocation reserve of $425,000 and
$150,000 as of December 31, 2001 and December 31, 2000, respectively. The
average outstanding balance for loans being specifically identified as impaired
was $752,000 for 2001 and $597,000 for 2000. All of the impaired loans are
collateral dependent; therefore the fair value of the collateral of the impaired
loans is evaluated in measuring the impairment. There was no interest income
recognized on impaired loans during 2001 or 2000.

     The following table sets forth, for the periods indicated, (i) the gross
interest income that would have been recorded if non-accrual loans had been
current in accordance with their original terms and had been outstanding
throughout the period or since origination if held for part of the period, (ii)
the amount of interest income actually recorded on such loans, and (iii) the net
reduction in interest income attributable to such loans.

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31
                                                         ------------------------------------
                                                         2001    2000    1999    1998    1997
                                                         ----    ----    ----    ----    ----
                                                                    (IN THOUSANDS)
<S>                                                      <C>     <C>     <C>     <C>     <C>
Interest income due in accordance with original
  terms................................................  $ 70    $47     $176    $42     $ 71
Interest income recorded...............................   (39)    (7)      (7)    (6)     (40)
                                                         ----    ---     ----    ---     ----
Net reduction in interest income.......................  $ 31    $40     $169    $36     $ 31
                                                         ====    ===     ====    ===     ====
</Table>

                                        41
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7.  PREMISES AND EQUIPMENT

     An analysis of premises and equipment follows:

<Table>
<Caption>
                                                               AT DECEMBER 31,
                                                              ------------------
                                                               2001       2000
                                                              -------    -------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Land........................................................  $   975    $ 1,058
Premises....................................................    4,338      4,445
Furniture and equipment.....................................   12,884     10,772
Leasehold improvements......................................    2,855      2,253
                                                              -------    -------
Total at cost...............................................   21,052     18,528
Less: Accumulated depreciation..............................   16,594     13,753
                                                              -------    -------
Net book value..............................................  $ 4,458    $ 4,775
                                                              =======    =======
</Table>

     Depreciation expense was $970,000, $787,000 and $891,000 during 2001, 2000
and 1999, respectively.

     During December of 2001, the Company signed an agreement to sell the
Braddock office for $10,000, which is expected to close in the third quarter of
2002. Prior to the sales agreement, the Braddock office premise and land had a
book value of $123,000. Accordingly, the Company recognized a charge of $113,000
in 2001, which is included in miscellaneous expense, to write-down the book
value to the fair market value (sales price). The sale consists of the premise
and land only. In 2002, the Company plans to open an additional branch in a
nearby location to replace this sale.

8.  DEPOSITS

     The following table sets forth the balance of the Company's deposits:

<Table>
<Caption>
                                                               AT DECEMBER 31
                                                       ------------------------------
                                                         2001       2000       1999
                                                       --------   --------   --------
                                                               (IN THOUSANDS)
<S>                                                    <C>        <C>        <C>
Demand:
Non-interest bearing.................................  $114,192   $ 86,181   $ 84,643
Interest bearing.....................................    50,175     40,488     41,590
Savings..............................................    56,685     58,004     63,830
Money market.........................................   153,117     46,048     52,689
Certificates of deposit in denominations of $100,000
  or more............................................    94,735    102,402     48,906
Other time...........................................   305,349    298,867    281,037
                                                       --------   --------   --------
Total deposits.......................................  $774,253   $631,990   $572,695
                                                       ========   ========   ========
</Table>

                                        42
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Interest expense on deposits consisted of the following:

<Table>
<Caption>
                                                                AT DECEMBER 31
                                                      ----------------------------------
                                                       2001          2000         1999
                                                      -------   --------------   -------
                                                                (IN THOUSANDS)
<S>                                                   <C>       <C>              <C>
Interest bearing demand.............................  $   371      $   324       $   426
Savings.............................................    1,044        1,358         1,210
Money market........................................    2,160        1,539         1,693
Certificates of deposit in denominations of $100,000
  or more...........................................    5,156        6,290         1,320
Other time..........................................   18,026       14,531        14,633
                                                      -------      -------       -------
Total interest expense..............................  $26,757      $24,042       $19,282
                                                      =======      =======       =======
</Table>

     The following table sets forth the balance of other time deposits maturing
in the periods presented:

<Table>
<Caption>
                            YEAR
                            ----                              (IN THOUSANDS)
<S>                                                           <C>
2002........................................................     $159,784
2003........................................................      105,046
2004........................................................       19,649
2005........................................................       11,144
2006 and after..............................................        9,726
                                                                 --------
Total.......................................................     $305,349
                                                                 ========
</Table>

9.  ADVANCES FROM FEDERAL HOME LOAN BANK AND OTHER LONG-TERM DEBT

     Advances from the Federal Home Loan Bank consist of the following:

<Table>
<Caption>
                                           AT DECEMBER 31, 2001       AT DECEMBER 31, 2000
                                         ------------------------   ------------------------
                                           WEIGHTED                   WEIGHTED
MATURING                                 AVERAGE YIELD   BALANCE    AVERAGE YIELD   BALANCE
--------                                 -------------   --------   -------------   --------
                                              (IN THOUSANDS)             (IN THOUSANDS)
<S>                                      <C>             <C>        <C>             <C>
2001...................................        --        $     --       6.71%       $ 78,876
2002...................................      7.25%          6,000       7.25           6,000
2005...................................      7.06          50,000       7.06          50,000
2006 and after.........................      6.01         100,000       6.01         100,000
                                             ----        --------       ----        --------
Total advances from FHLB...............      6.39%       $156,000       6.50%       $234,876
                                             ====        ========       ====        ========
</Table>

     The $150 million of advances maturing in 2005 and after are subject to
prepayment penalties and call provisions set forth by the FHLB. The following
table summarizes the call provisions for the components of the advances maturing
after 2005:

<Table>
<Caption>
ADVANCE   WILL REPRICE IF:
 AMOUNT        INDEX             SPREAD        EXCEEDS
--------  ----------------  -----------------  -------
<C>       <S>               <C>                <C>
$ 50,000  3 Month Libor     + 8 basis points    7.50%
  50,000  3 Month Libor     +12 basis points    6.03%
  50,000  3 Month Libor     + 9 basis points    7.50%
--------
$150,000
========
</Table>

                                        43
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     All Federal Home Loan Bank stock, along with an interest in unspecified
mortgage loans and mortgage-backed securities, with an aggregate book value
equal to the amount of the advances, have been pledged as collateral to the
Federal Home Loan Bank of Pittsburgh.

     The Company's long-term debt of $512,000 at December 31, 2001 is scheduled
to mature for the years subsequent to December 31, 2001 as follows: $108,000 in
2002; $118,000 in 2003; $129,000 in 2004; $142,000 in 2005; and $15,000 in 2006.

10.  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS #107, "Disclosures about Fair Value of Financial Instruments,"
requires all entities to disclose the estimated fair value of its financial
instrument assets and liabilities. For the Company, as for most financial
institutions, approximately 95% of its assets and liabilities are considered
financial instruments. Many of the Company's financial instruments, however,
lack an available trading market characterized by a willing buyer and willing
seller engaging in an exchange transaction. Therefore, significant estimations
and present value calculations were used by the Company for the purpose of this
disclosure.

     Estimated fair values have been determined by the Company using the best
available data and an estimation methodology suitable for each category of
financial instruments. Management believes that cash, cash equivalents, and
loans and deposits with floating interest rates have estimated fair values which
approximate the recorded book balances. Financial instruments actively traded in
a secondary market have been valued using quoted available market prices.
Financial instruments with stated maturities have been valued using a present
value discounted cash flow with a discount rate approximating current market for
similar assets and liabilities. The net loan portfolio has been valued using a
present value discounted cash flow. The discount rate used in these calculations
is based upon the treasury yield curve adjusted for non-interest operating
costs, credit loss, and assumed prepayment risk. Financial instrument
liabilities with no stated maturities have an estimated fair value equal to both
the amount payable on demand and the recorded book balance. The estimated fair
values and carrying values at December 31, 2001 and 2000, were as follows:

<Table>
<Caption>
                                                           2001                      2000
                                                  ----------------------    ----------------------
                                                  ESTIMATED     CARRYING    ESTIMATED     CARRYING
                                                  FAIR VALUE     VALUE      FAIR VALUE     VALUE
                                                  ----------    --------    ----------    --------
                                                                   (IN THOUSANDS)
<S>                                               <C>           <C>         <C>           <C>
Cash and cash equivalents.......................   $ 46,109     $ 46,109     $ 15,471     $ 15,471
Investment securities...........................   $380,598     $380,598     $416,745     $416,745
Net loans.......................................   $566,888     $565,889     $490,063     $488,925
Deposits with no stated maturities..............   $374,169     $374,169     $230,721     $230,721
Deposits with stated maturities.................   $407,484     $400,084     $407,821     $401,269
Short-term borrowings...........................   $     --     $     --     $ 49,166     $ 49,166
All other borrowings............................   $165,028     $156,512     $198,303     $195,509
</Table>

     Changes in assumptions or estimation methodologies may have a material
effect on these estimated fair values. The Company's remaining assets and
liabilities, which are not considered financial instruments, have not been
valued differently than has been customary with historical cost accounting.

     Management believes that reasonable comparability of these disclosed fair
values between financial institutions may not be likely due to the wide range of
permitted valuation techniques and numerous estimates which must be made given
the absence of active secondary markets for many of the financial instruments.
This lack of uniform valuation methodologies also introduces a greater degree of
subjectivity to these estimated fair values.

                                        44
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11.  INCOME TAXES

     The provision for federal income taxes is summarized below:

<Table>
<Caption>
                                                             YEAR ENDED DECEMBER 31
                                                           --------------------------
                                                            2001      2000      1999
                                                           ------    ------    ------
                                                                 (IN THOUSANDS)
<S>                                                        <C>       <C>       <C>
Current..................................................  $1,013    $1,209    $3,401
Deferred.................................................     845      (273)      689
                                                           ------    ------    ------
Income tax provision.....................................  $1,858    $  936    $4,090
                                                           ======    ======    ======
</Table>

     The reconciliation between the federal statutory tax rate and the Company's
effective consolidated income tax rate is as follows:

<Table>
<Caption>
                                                YEAR ENDED DECEMBER 31
                                -------------------------------------------------------
                                     2001               2000                 1999
                                --------------    -----------------    ----------------
                                AMOUNT    RATE    AMOUNT      RATE     AMOUNT     RATE
                                ------    ----    -------    ------    -------    -----
                                          (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                             <C>       <C>     <C>        <C>       <C>        <C>
Tax expense based on federal
  statutory rate..............  $3,069    34.0%   $ 2,013      34.0%   $ 4,921     35.0%
Tax exempt income.............    (813)   (9.0)    (1,006)    (17.0)    (1,209)    (8.6)
Other.........................    (398)   (4.4)       (71)     (1.2)       378      2.7
                                ------    ----    -------    ------    -------    -----
Total provision for income
  taxes.......................  $1,858    20.6%   $   936      15.8%   $ 4,090     29.1%
                                ======    ====    =======    ======    =======    =====
</Table>

     Deferred income taxes result from temporary differences in the recognition
of revenue and expense for tax and financial reporting purposes. The following
table presents the impact on income tax expense of the principal timing
differences and the tax effect of each:

<Table>
<Caption>
                                                               YEAR ENDED DECEMBER 31
                                                              ------------------------
                                                              2001      2000     1999
                                                              -----    ------    -----
                                                                   (IN THOUSANDS)
<S>                                                           <C>      <C>       <C>
Provision for possible loan losses..........................  $225     $ (69)    $353
Amortization of core deposit intangible and other purchase
  accounting adjustments....................................   186        --       --
Additional tax basis depreciation...........................   103        --       --
Accretion of discounts on securities, net...................   (47)     (119)     276
Investment write-downs......................................    --        --       --
Deferred loan fees..........................................   (51)      (51)      52
Other, net..................................................   429       (34)       8
                                                              ----     -----     ----
          Total.............................................  $845     $(273)    $689
                                                              ====     =====     ====
</Table>

                                        45
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     At December 31, 2001 and 2000, deferred taxes are included in the
accompanying consolidated balance sheet. The following table highlights the
major components comprising the deferred tax assets and liabilities for each of
the periods presented:

<Table>
<Caption>
                                                                AT DECEMBER 31
                                                              ------------------
                                                               2001       2000
                                                              -------    -------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Deferred Assets:
  Provision for loan losses.................................  $ 2,510    $ 1,834
  Investment security write-downs due to SFAS #115..........      473      2,508
  Accumulated Depreciation..................................      244         59
  Deferred loan fees........................................      131        152
  Other.....................................................      534        210
                                                              -------    -------
          Total assets......................................    3,892      4,763
Deferred Liabilities:
  Accretion of discount.....................................   (1,565)    (1,519)
  PA Capital Bank purchase accounting adjustment............   (1,718)        --
  Other.....................................................     (290)      (467)
                                                              -------    -------
          Total liabilities.................................   (3,573)    (1,986)
                                                              -------    -------
  Net deferred asset........................................  $   319    $ 2,777
                                                              =======    =======
</Table>

12.  PENSION AND PROFIT SHARING PLANS

     The Company has a trusteed, noncontributory defined benefit pension plan
covering all employees who work at least 1,000 hours per year and who have not
yet reached age 60 at their employment date. The benefits of the plan are based
upon the employee's years of service and average annual earnings for the highest
five consecutive calendar years during the final ten year period of employment.
The Company's funding policy has been to contribute annually an amount within
the statutory range of allowable minimum and maximum actuarially determined
tax-deductible contributions. Plan assets are primarily debt securities
(including U.S. Agency and Treasury securities, corporate notes and bonds),
listed common stocks (including shares of Three Rivers Bancorp, Inc. common
stock), mutual funds, and short-term cash equivalent instruments.

     Pension Benefits:

<Table>
<Caption>
                                                               AT DECEMBER 31
                                                              -----------------
                                                               2001      2000
                                                              ------    -------
                                                               (IN THOUSANDS)
<S>                                                           <C>       <C>
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year.....................  $6,002    $ 6,393
Service cost................................................     440        447
Interest cost...............................................     450        467
Liabilities transferred from Ameriserv Financial, Inc. .....      --       (298)
Deferred asset gain (loss)..................................     557        320
Benefits paid...............................................    (930)    (1,284)
Expenses paid...............................................     (68)       (43)
                                                              ------    -------
Benefit obligation at end of year...........................  $6,451    $ 6,002
                                                              ======    =======
</Table>

                                        46
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                                AT DECEMBER 31
                                                              ------------------
                                                               2001       2000
                                                              -------    -------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year..............  $ 5,101    $ 5,894
Assets transferred to Ameriserv Financial, Inc..............       --       (298)
Actual return on plan assets................................      328        (33)
Employer contributions......................................      667        865
Benefits paid...............................................     (930)    (1,284)
Expenses paid...............................................      (68)       (43)
                                                              -------    -------
Fair value of plan assets at end of year....................  $ 5,098    $ 5,101
                                                              =======    =======
Funded status of the plan overfunded (underfunded)..........  $(1,353)   $  (901)
Unrecognized transition obligation..........................        1          4
Unrecognized prior service cost.............................      379        435
Unrecognized actuarial (gain) loss..........................    1,802      1,215
                                                              -------    -------
Net prepaid (accrued) benefit cost..........................  $   829    $   753
                                                              =======    =======
</Table>

     The following table represents the components of the net periodic benefit
cost and the weighted-average assumptions used for the years ended December 31,
2001, 2000 and 1999:

<Table>
<Caption>
                                                               FOR THE YEAR ENDED
                                                                   DECEMBER 31
                                                             -----------------------
                                                             2001     2000     1999
                                                             -----    -----    -----
                                                              (IN THOUSANDS, EXCEPT
                                                                  PERCENTAGES)
<S>                                                          <C>      <C>      <C>
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service cost...............................................  $ 440    $ 447    $ 658
Interest cost..............................................    450      467      448
Expected return on plan assets.............................   (420)    (493)    (480)
Amortization of prior year service cost....................     56       56       57
Amortization of transition asset...........................      3        3        3
Recognized net actuarial losses............................     61       --        2
                                                             -----    -----    -----
Net periodic benefit cost..................................  $ 590    $ 480    $ 688
                                                             =====    =====    =====
WEIGHTED-AVERAGE ASSUMPTIONS:
Discount rate..............................................   7.00%    7.25%    7.50%
Expected return on plan assets.............................   8.00     8.00     8.00
Rate of compensation increase..............................   3.00     3.50     3.50
                                                             =====    =====    =====
</Table>

     Three Rivers Bank also has a trusteed 401(k) plan with contributions made
by Three Rivers Bank matching those by eligible employees up to a maximum of 50%
of the first 6% of their annual salary. All employees of Three Rivers Bank who
work over 1,000 hours per year are eligible to participate in the plan on
January 1 following six months of service. Three Rivers Bank's contribution to
this 401(k) plan was $148,000 in 2001 and $144,000 in 2000.

     As of December 31, 2001, the Company's defined benefit pension plan
included 68,350 shares of the Company's common stock with a market value of
$854,375 while the 401(k) plan included 71,888 shares with

                                        47
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

a market value of $898,600. During 2001, the Company's defined benefit pension
plan and 401(k) plan received dividends relating to the Company's common stock
of $32,808 and $27,610, respectively.

     Except for the above pension benefits, the Company has no significant
additional exposure for any other post-retirement benefits.

13.  LEASE COMMITMENTS

     The Company's obligation for future minimum lease payments on operating
leases at December 31, 2001, is as follows:

<Table>
<Caption>
YEAR FUTURE MINIMUM LEASE PAYMENTS                            (IN THOUSANDS)
----------------------------------                            --------------
<S>                                                           <C>
2002........................................................      $1,277
2003........................................................       1,090
2004........................................................         881
2005........................................................         840
2006 and thereafter (in total)..............................       2,583
                                                                  ------
Total.......................................................      $6,671
                                                                  ======
</Table>

     In addition to the amounts set forth above, certain of the leases require
payments by the Company for taxes, insurance, and maintenance.

     Rent expense included in total non-interest expense amounted to $666,000,
$513,000 and $474,000, in 2001, 2000, and 1999, respectively.

14.  RELATED PARTY TRANSACTION

     During 2001, 2000 and 1999 Ameriserv Financial, Inc., performed certain
accounting, data processing, audit and loan review services for the Company. In
1999 the cost for these services were allocated based on the Bank's asset size
as prescribed by Ameriserv Financial, Inc.'s inter-entity billing policy. As a
result of the April 1, 2000 spin-off, an agreement was negotiated with Ameriserv
Financial, Inc. to continue to perform some of these services. The 2001, 2000
and 1999 expense for the services provided is considered equivalent to the
market value of these services had they been obtained from an unaffiliated
party. For the years ended December 31, 2001, 2000 and 1999, the expense for
these services totaled $610,000, $1.5 million and $2.0 million, respectively.

     In the ordinary course of business, the subsidiary bank has transactions,
including loans, with their officers, directors, and their affiliated companies.
These transactions were on substantially the same terms as those prevailing at
the time for comparable transactions with unaffiliated parties and do not
involve more than the normal credit risk. These loans totaled $947,000 and
$628,000 at December 31, 2001 and 2000, respectively. An analysis of these
related party loans follows:

<Table>
<Caption>
                                                                YEAR ENDED
                                                               DECEMBER 31
                                                              --------------
                                                              2001     2000
                                                              -----    -----
                                                              (IN THOUSANDS)
<S>                                                           <C>      <C>
Balance January 1...........................................  $ 628    $ 588
New loans...................................................    714      328
Payments....................................................   (395)    (288)
                                                              -----    -----
Balance December 31.........................................  $ 947    $ 628
                                                              =====    =====
</Table>

                                        48
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15.  COMMITMENTS AND CONTINGENT LIABILITIES

     The Company's banking subsidiary incurs off-balance sheet risks in the
normal course of business in order to meet the financing needs of their
customers. These risks derive from commitments to extend credit and standby
letters of credit. Such commitments and standby letters of credit involve, to
varying degrees, elements of credit risk in excess of the amount recognized in
the consolidated financial statements. Commitments to extend credit are
obligations to lend to a customer as long as there is no violation of any
condition established in the loan agreement. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee.
Because many of the commitments are expected to expire without being drawn upon,
the total commitment amounts do not necessarily represent future cash
requirements. The banking subsidiary evaluates each customer's creditworthiness
on a case-by-case basis. Collateral that secures these types of commitments is
the same as for other types of secured lending such as accounts receivable,
inventory, and fixed assets.

     Standby letters of credit are conditional commitments issued by the banking
subsidiary to guarantee the performance of a customer to a third party. Those
guarantees are primarily issued to support public and private borrowing
arrangements, including normal business activities, bond financings, and similar
transactions. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loans to customers. Letters
of credit are issued both on an unsecured and secured basis. Collateral securing
these types of transactions is similar to collateral securing the subsidiary
banks' commercial loans.

     The Company's exposure to credit loss in the event of nonperformance by the
other party to these commitments to extend credit and standby letters of credit
is represented by their contractual amounts. The banking subsidiary uses the
same credit and collateral policies in making commitments and conditional
obligations as for all other lending. The Company had outstanding various
commitments to extend credit approximating $122,959,000 and standby letters of
credit of $6,515,000 as of December 31, 2001.

     Additionally, the Company is also subject to a number of asserted and
unasserted potential claims encountered in the normal course of business. In the
opinion of management and legal counsel, neither the resolution of these claims
nor the funding of these credit commitments will have a material adverse effect
on the Company's consolidated financial position.

16.  STOCK COMPENSATION PLANS

     Upon the spin-off of Three Rivers Bank and the simultaneous creation of the
Company, the Company's Board of Directors adopted an Incentive Stock Option Plan
authorizing the grant of options covering 600,000 shares of common stock.
Although the Company plan began April 1, 2000, options to purchase Ameriserv
Financial, Inc. common stock, which had been previously granted to the Company's
management, were converted to options to purchase the Company's common stock.
Under the Plan, options can be granted (the "Grant Date") to employees with
executive, managerial, technical, or professional responsibility, as selected by
a committee of the Board of Directors. The Company accounts for this Plan under
APB Opinion #25, "Accounting for Stock Issued to Employees." The option price at
which a stock option may be exercised shall be not less than 100% of the fair
market value per share of common stock on the Grant Date. The maximum term of
any option granted under the Plan cannot exceed 10 years. Generally, under the
Plan on or after the first anniversary of the Grant Date, one-third of such
options may be exercised. On or after the second anniversary of the Grant Date,
two-thirds of such options may be exercised minus the aggregate number of such
options previously exercised. On or after the third anniversary of the Grant
Date, the remainder of the options may be exercised. Had compensation cost for
these plans been determined consistent with SFAS

                                        49
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

#123, "Accounting for Stock-Based Compensation," the Company's net income and
earnings per share would have changed to the following pro forma amounts:

<Table>
<Caption>
                                                               AT DECEMBER 31
                                                              ----------------
                                                               2001      2000
                                                              ------    ------
                                                               (IN THOUSANDS,
                                                                 EXCEPT PER
                                                                SHARE DATA)
<S>                                                           <C>       <C>
Net income:
  As reported...............................................  $7,169    $4,718
  Pro forma.................................................   7,110     4,689
Basic earnings per share:
  As reported...............................................    0.94      0.71
  Pro forma.................................................    0.93      0.70
Diluted earnings per share:
  As reported...............................................    0.94      0.71
  Pro forma.................................................    0.93      0.70
                                                              ======    ======
</Table>

     Because SFAS #123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.

     A summary of the status of the Company's Stock Option Plan at December 31,
2001 and December 31, 2000 and changes during the year are presented in the
table and narrative following:

<Table>
<Caption>
                                                         YEAR ENDED DECEMBER 31
                                               ------------------------------------------
                                                      2001                   2000
                                               -------------------    -------------------
                                                          WEIGHTED               WEIGHTED
                                                          AVERAGE                AVERAGE
                                                          EXERCISE               EXERCISE
                                               SHARES      PRICE      SHARES      PRICE
                                               -------    --------    -------    --------
<S>                                            <C>        <C>         <C>        <C>
Outstanding at beginning of year.............  297,851     $11.52          --     $   --
Ameriserv Financial, Inc. options converted
  to Three Rivers Bancorp, Inc. options,
  April 1, 2000..............................       --         --     253,341      12.13
Granted......................................   58,500      10.82      76,200       8.82
Exercised....................................  (11,017)      8.20     (10,842)      7.83
Forfeited....................................  (27,458)     14.67     (20,848)     11.05
                                               -------                -------
Outstanding at end of year...................  317,876      11.23     297,851      11.52
Exercisable at end of year...................  203,526      11.90     209,701      12.21
Weighted average fair value of options
  granted since 1-1-95.......................              $ 2.44                 $ 2.00
                                                           ======                 ======
</Table>

     A total of 203,526 of the 317,876 options outstanding at December 31, 2001
are exercisable and have exercise prices between $7.63 and $28.43, with a
weighted average exercise price of $11.90 and a weighted average remaining
contractual life of 4.3 years. The remaining 114,350 options have exercise
prices between $8.25 and $18.87, with a weighted average exercise price of
$10.04 and a weighted average remaining contractual life of 9.2 years. During
2001, one option grant totaling 58,500 shares was issued with an exercise price
of $10.82. The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions used
for grants in 2001: risk-free interest rates of 4.39%; expected dividend yield
of 4.48%; expected lives of seven years; expected volatility of 30.6%.

                                        50
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

17.  GOODWILL AND CORE DEPOSIT INTANGIBLE ASSETS

     The Company's balance sheet shows both tangible assets (such as loans,
buildings, and investments) and intangible assets (such as goodwill and core
deposit intangibles). The Company recorded $6.0 million of goodwill and $4.8
million of core deposit intangibles, in conjunction with the PA Capital Bank
acquisition discussed in Note #23, on its balance sheet. The remaining core
deposit intangibles relate to branch acquisitions occurring in 1998 and 1999.

     The Company is amortizing core deposit intangibles over periods ranging
from five to eleven years, using the straight-line method of amortization. The
amortization expense of these intangible assets reduced 2001 diluted earnings
per share by $0.05. It is important to note that this intangible amortization
expense is not a future cash outflow. The following table reflects the future
amortization expense of the intangible assets:

<Table>
<Caption>
YEAR EXPENSE
------------                                                  (IN THOUSANDS)
<S>                                                           <C>
2002........................................................      $  824
2003........................................................         824
2004........................................................         824
2005........................................................         824
2006 and after..............................................       3,356
                                                                  ------
Total.......................................................      $6,652
                                                                  ======
</Table>

18.  INTEREST RATE CONTRACTS

     The Company uses various interest rate contracts, such as interest rate
swaps, caps and floors, to help manage interest rate and market valuation risk
exposure, which is incurred in normal recurrent banking activities. A summary of
the Company's off-balance sheet derivative transactions are as follows:

  Borrowed Funds Hedges:

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, as amended, which is required to be adopted in years
after June 15, 2000. The Company has adopted the new statement effective January
1, 2001. The statement requires the Company to recognize all derivatives on the
balance sheet at fair value.

     Derivatives that are not designated as hedges must be adjusted to fair
value through earnings. If the derivative is designated as a hedge, depending on
the nature of the hedge, changes in derivatives' fair value will be either
offset against the changes in fair value or expected future cash flows of the
hedged assets, liabilities or firm commitments through earnings or recognized in
other comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings.

     The Company uses various interest rate contracts, such as interest rate
swaps, caps and floors, to help manage interest rate and market valuation risk
exposure, which is incurred in normal banking activities. These interest rate
contracts function as hedges against specific assets or liabilities in the
Consolidated Balance Sheet. The Company monitors and controls all derivative
products with a comprehensive Board of Director approved hedging policy. This
policy permits a total maximum notional amount outstanding of $300 million for
interest rate swaps, and interest rate caps/floors. The Company had no interest
rate floors outstanding at any time during the years ended December 31, 2001, or
December 31, 2000.

     As of December 31, 2001, the Company had no derivative transactions
outstandings. However, during 2001, the Company had one derivative transaction
outstanding in the form of an interest rate swap agreement.

                                        51
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Prior to July 25, 2001, this swap agreement effectively hedged a $40 million
FHLB Repo advance. Accordingly, there was no effect on the income statement for
the change in the fair value of the hedge and the related Repo advance. However,
on July 25, 2001, the FHLB Repo advance, which served as the underlying debt
obligation of the swap agreement, matured and, as a result of having additional
liquidity resulting from the PA Capital Bank acquisition, was not replaced with
an additional FHLB Repo advance. Therefore, effective July 25, 2001, hedge
accounting was terminated. As a result of the debt payoff, the Company
recognized a charge to earnings of $277,000 in the third quarter of 2001, which
was recorded as a charge to other non-interest expense. Changes in the fair
value of the swap, which matured October 25, 2001, are reflected in earnings.
The changes in the fair value of the swap from July 25, 2001 thru October 25,
2001 approximated the changes in the net cash due on the swap during this same
period.

19.  SEGMENT RESULTS

     The financial performance of the Company is also monitored by an internal
funds transfer pricing profitability measurement system which produces line of
business results and key performance measures. The Company's major business
units include community banking, mortgage banking, trust/financial services, and
investment/funding center. The reported results reflect the underlying economics
of the business segments. Expenses for centrally provided services are allocated
based upon activity and volume based rules of those services provided. Capital
has been allocated among the businesses on a risk-adjusted basis. The business
lines are match-funded and interest rate risk is centrally managed and accounted
for within the investment/funding center business segment. The key performance
measures the Company focuses on for each business segment are net income and
risk-adjusted return on equity. The contribution of the major business segments
to the consolidated results for the past two years is summarized in the
following table.

<Table>
<Caption>
                                                          YEAR ENDED DECEMBER 31
                                  -----------------------------------------------------------------------
                                                        INVESTMENTS/
                                  COMMUNITY BANKING    FUNDING CENTER     ALL OTHER           TOTAL
                                  -----------------   ----------------   ------------   -----------------
                                   2001      2000      2001      2000    2001   2000     2001      2000
                                  -------   -------   -------   ------   ----   -----   -------   -------
                                                       (IN THOUSANDS, EXCEPT RATIOS)
<S>                               <C>       <C>       <C>       <C>      <C>    <C>     <C>       <C>
Net interest income.............  $27,739   $22,155   $(2,366)  $3,349   $(88)  $ (14)  $25,285   $25,490
Non-interest income.............    4,366     4,227       360     (389)   360     424     5,086     4,262
Non-interest expense............  (20,456)  (22,109)     (858)  (1,099)   (30)   (623)  (21,344)  (23,831)
                                  -------   -------   -------   ------   ----   -----   -------   -------
Income before income taxes......   11,649     4,273    (2,864)   1,861    242    (213)    9,027     5,921
Income taxes....................    2,402       397      (590)     580     46     (41)    1,858       936
                                  -------   -------   -------   ------   ----   -----   -------   -------
Income from continuing
  operations....................  $ 9,247   $ 3,876   $(2,274)  $1,281   $196   $(172)  $ 7,169   $ 4,985
                                  =======   =======   =======   ======   ====   =====   =======   =======
</Table>

     Community banking includes the deposit-gathering branch franchise along
with lending to both individuals and businesses. Lending activities include
commercial and commercial real-estate loans, residential mortgage loans and
direct consumer loans. The underlying assets and liabilities for the community
banking segment include loans and deposits. The investment/funding center
includes the net results of investment securities and borrowing activities,
general corporate expenses not allocated to the business segments and
centralized interest rate risk management. The underlying assets and liabilities
for the investment/funding segment include investment securities and borrowings.
The all other segment's primary businesses are trust and insurance, annuity and
mutual fund sales and parent company activity.

20.  CAPITAL

     The Company is subject to various capital requirements administered by the
federal banking agencies. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Company must meet specific capital
guidelines that involve quantitative measures of the Company's assets,
liabilities, and certain off-balance sheet items as calculated under regulatory
accounting practices. The Company's

                                        52
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

capital amounts and classification are also subject to qualitative judgements by
the regulators about components, risk weightings, and other factors. Failure to
meet minimum capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have a
direct material effect on the Company's financial statements.

     Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier I capital to risk-weighted assets, and of Tier I
capital to average assets. As of December 31, 2001, the Company met all capital
adequacy requirements to which it was subject. As of December 31, 2001 and 2000,
the Federal Reserve categorized the Company as "Well Capitalized" under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized, the Company must maintain minimum total risk-based, Tier I risk-
based, and Tier I leverage ratios as set forth in the table. There are no
conditions or events since that notification that management believes have
changed the Company's classification category.

<Table>
<Caption>
                                                         AS OF DECEMBER 31, 2001
                                       -----------------------------------------------------------
                                                                                    TO BE WELL
                                                              FOR CAPITAL       CAPITALIZED UNDER
                                                               ADEQUACY         PROMPT CORRECTIVE
                                            ACTUAL             PURPOSES         ACTION PROVISIONS
                                       ----------------    -----------------    ------------------
                                       AMOUNT     RATIO     AMOUNT     RATIO     AMOUNT     RATIO
                                       -------    -----    --------    -----    --------    ------
                                                      (IN THOUSANDS, EXCEPT RATIOS)
<S>                                    <C>        <C>      <C>         <C>      <C>         <C>
Total Capital (to Risk Weighted
  Assets) Consolidated...............  $78,066    13.09%   $47,716     8.00%    $59,645     10.00%
  Three Rivers Bank..................   73,103    12.26     47,709     8.00      59,637     10.00
Tier 1 Capital (to Risk Weighted
  Assets) Consolidated...............   70,610    11.84     23,858     4.00      35,787      6.00
  Three Rivers Bank..................   65,648    11.01     23,855     4.00      35,782      6.00
Tier 1 Capital (to Average Assets)
  Consolidated.......................   70,610     6.84     41,810     4.00      52,263      5.00
  Three Rivers Bank..................   65,648     6.36     41,807     4.00      52,259      5.00
</Table>

<Table>
<Caption>
                                                          AS OF DECEMBER 31, 2000
                                         ---------------------------------------------------------
                                                                                    TO BE WELL
                                                              FOR CAPITAL       CAPITALIZED UNDER
                                                                ADEQUACY        PROMPT CORRECTIVE
                                              ACTUAL            PURPOSES        ACTION PROVISIONS
                                         ----------------   ----------------    ------------------
                                         AMOUNT     RATIO   AMOUNT     RATIO     AMOUNT     RATIO
                                         -------    -----   -------    -----    --------    ------
                                                       (IN THOUSANDS, EXCEPT RATIOS)
<S>                                      <C>        <C>     <C>        <C>      <C>         <C>
Total Capital (to Risk Weighted Assets)
  Consolidated.........................  $66,320    12.85%  $41,283    8.00%    $51,603     10.00%
  Three Rivers Bank....................   62,149    12.08    41,175    8.00      51,469     10.00
Tier 1 Capital (to Risk Weighted
  Assets) Consolidated.................   60,927    11.81    20,641    4.00      30,962      6.00
  Three Rivers Bank....................   56,756    11.03    20,588    4.00      30,881      6.00
Tier 1 Capital (to Average Assets)
  Consolidated.........................   60,927     6.32    38,531    4.00      48,164      5.00
  Three Rivers Bank....................   56,756     5.66    40,130    4.00      50,162      5.00
</Table>

                                        53
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

21.  EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted
earnings per share. For 1999, per share data for earnings is based on an assumed
distribution of one share of the Company's common stock for every two shares of
Ameriserv Financial, Inc. common stock outstanding.

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31
                                                              --------------------------
                                                               2001      2000      1999
                                                              ------    ------    ------
                                                                    (IN THOUSANDS)
<S>                                                           <C>       <C>       <C>
Income from continuing operations...........................  $7,169    $4,985    $9,970
Net (loss) income from discontinued mortgage banking
  operation.................................................      --      (267)      (30)
                                                              ------    ------    ------
Net Income..................................................  $7,169    $4,718    $9,940
                                                              ======    ======    ======
DENOMINATOR
Denominator for basic earnings per share-weighted-average
  shares outstanding........................................   7,605     6,673     6,670
Effect of dilutive securities: Dilutive potential shares
  from stock-based compensation.............................      17        --        56
                                                              ------    ------    ------
Denominator for diluted earnings per share-adjusted
  weighted-average shares outstanding and assumed
  conversions...............................................   7,622     6,673     6,726
                                                              ======    ======    ======
Basic earnings per share:
  Income from continuing operations.........................  $ 0.94    $ 0.75    $ 1.49
  Net (loss) income from discontinued Mortgage banking
     operation..............................................      --     (0.04)       --
                                                              ------    ------    ------
  Net income................................................  $ 0.94    $ 0.71    $ 1.49
                                                              ======    ======    ======
Diluted earnings per share:
  Income from continuing operations.........................  $ 0.94    $ 0.75    $ 1.48
  Net (loss) income from discontinued Mortgage banking
     operation..............................................      --     (0.04)       --
                                                              ------    ------    ------
  Net income................................................  $ 0.94    $ 0.71    $ 1.48
                                                              ======    ======    ======
</Table>

22.  COMPREHENSIVE INCOME

     The components of comprehensive income are as follows:

<Table>
<Caption>
                                                           YEAR ENDED DECEMBER 31
                                                       ------------------------------
                                                        2001       2000        1999
                                                       -------    -------    --------
                                                               (IN THOUSANDS)
<S>                                                    <C>        <C>        <C>
COMPREHENSIVE INCOME
Net income...........................................  $ 7,169    $ 4,718    $  9,940
Other comprehensive income, before tax:
  Unrealized holding gains (losses) arising during
     period..........................................    5,465     18,811     (25,486)
  Less: reclassification adjustment for gains
     (losses) included in net income.................      297       (461)        273
                                                       -------    -------    --------
Other comprehensive income (loss), before tax........    5,762     19,272     (25,759)
Income tax expense (credit) related to items of other
  comprehensive income...............................    2,017      6,745      (7,493)
                                                       -------    -------    --------
Other comprehensive income (loss), net of tax........    3,745     12,527     (18,266)
                                                       -------    -------    --------
Comprehensive income (loss)..........................  $10,914    $17,245    $ (8,326)
                                                       =======    =======    ========
</Table>

                                        54
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

23.  ACQUISITION

     Pursuant to the definitive agreement signed by the Company and The
Pennsylvania Capital Bank ("PA Capital Bank) on February 1, 2001, the Company
completed its acquisition of PA Capital Bank on July 1, 2001. On that date, the
Company acquired all the stock of PA Capital Bank and merged PA Capital Bank
into Three Rivers Bank.

     The acquisition was accounted for under the purchase method of accounting.
The transaction pricing was calculated using an underlying exchange ratio of
4.61. The price of the Company's stock at February 1, 2001, the determination
date, was $9.00, which created a value of $41.50 a share for PA Capital Bank's
stock. Each PA Capital Bank shareholder received 90% of the deal price in the
Company's stock and 10% in cash.

     The total merger consideration given for PA Capital Bank's net assets
totaled $20.0 million. This consisted of the issuance of 1,837,677 shares of the
Company's stock and $3.4 million in cash. The cash component was comprised of a
$1.8 million payment to PA Capital Bank shareholders and a $1.6 million payment
to cash out existing PA Capital Bank stock option holders.

     At the acquisition date, the fair value of PA Capital Bank's net assets
totaled approximately $16 million, which included cash of $43.4 million, loans
receivable with a fair value of $83.7 million, investment securities and other
assets of $12.7, deposits with a fair value of $123.5 million and other
liabilities of $279,000. As a result of the transaction, $4.8 million of core
deposit intangible ($3.1 million net of taxes) was recorded and will be
amortized over 11 years. Additionally, the fair value adjustments required by
purchase accounting rules consisted of $582,000 (378,000 net of taxes) and will
be amortized over eight years. Goodwill arising from the transaction totaled
$6.0 million, which will be accounted for in accordance with Statement #142 as
discussed in Note #1.

     Pro forma combined historical results of operations for the current year up
to the most recent statement of financial condition date as though the Company
and PA Capital Bank had been combined at the beginning of the year are presented
below. These unaudited condensed pro forma combined statements of operations are
presented as if the acquisition had been effective on January 1, 2001 and 2000,
respectively.

     The unaudited condensed pro forma combined statements of operations include
the estimated effect of pro forma adjustments that would have been realized had
the acquisition actually occurred at the beginning of the respective periods.

<Table>
<Caption>
                                                             PRO FORMA COMBINED FOR
                                                            THE TWELVE MONTHS ENDED:
                                                     --------------------------------------
                                                     DECEMBER 31, 2001    DECEMBER 31, 2000
                                                     -----------------    -----------------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                  (UNAUDITED)
<S>                                                  <C>                  <C>
Interest income....................................     $   72,096           $   81,241
Interest Expense...................................         43,464               50,235
                                                        ----------           ----------
Net interest income before provision for loan
  losses...........................................         28,632               31,006
Provision for loan losses..........................          1,145                1,040
                                                        ----------           ----------
Net interest income after provision for loan
  losses...........................................         27,487               29,966
Non-interest income................................          5,410                5,059
Non-interest expense...............................         22,318               25,936
                                                        ----------           ----------
Income before income taxes.........................         10,579                9,089
Provision for income taxes.........................          2,222                1,954
                                                        ----------           ----------
Income from continuing operations..................          8,357                7,135
Loss from discontinued mortgage banking operations,
  net of income taxes..............................             --                  267
                                                        ----------           ----------
Net income.........................................     $    8,357           $    6,868
                                                        ==========           ==========
</Table>

                                        55
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                             PRO FORMA COMBINED FOR
                                                            THE TWELVE MONTHS ENDED:
                                                     --------------------------------------
                                                     DECEMBER 31, 2001    DECEMBER 31, 2000
                                                     -----------------    -----------------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                  (UNAUDITED)
<S>                                                  <C>                  <C>
PER COMMON SHARE DATA
  Basic:
     Income from continuing operations.............     $     0.98           $     0.84
     Net income....................................           0.98                 0.81
     Average shares outstanding....................      8,515,870            8,510,668
  Diluted:
     Income from continuing operations.............     $     0.98           $     0.84
     Net income....................................           0.98                 0.81
     Average shares outstanding....................      8,538,522            8,510,843
</Table>

24.  PARENT COMPANY FINANCIAL INFORMATION

     The Parent Company functions primarily as a coordinating and servicing unit
for all subsidiary entities. Provided services include general management,
credit policies and procedures, accounting and taxes, loan review, auditing,
investment advisory, compliance, marketing, insurance risk management, general
corporate services, and financial and strategic planning. The following
financial information relates only to the Parent Company operations. As a result
of the Company being newly formed on April 1, 2000 as a result of Three Rivers
Bank being spun-off from Ameriserv Financial, Inc., no prior periods exist for
comparative purposes:

                                 BALANCE SHEET

<Table>
<Caption>
                                                         AT DECEMBER 31    AT DECEMBER 31
                                                              2001              2000
                                                         --------------    --------------
                                                         (IN THOUSANDS)    (IN THOUSANDS)
<S>                                                      <C>               <C>
ASSETS
Cash and cash equivalents..............................     $ 6,486           $ 1,302
Equity investment in banking subsidiary................      77,420            54,552
Other assets...........................................          82             3,640
                                                            -------           -------
TOTAL ASSETS...........................................     $83,988           $59,494
                                                            =======           =======
LIABILITIES
Other liabilities......................................       1,606               770
                                                            -------           -------
TOTAL LIABILITIES......................................       1,606               770
                                                            -------           -------
STOCKHOLDERS' EQUITY
Total stockholders' equity.............................      82,382            58,724
                                                            -------           -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.............     $83,988           $59,494
                                                            =======           =======
</Table>

                                        56
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                              STATEMENT OF INCOME

<Table>
<Caption>
                                                                YEAR ENDED       YEAR ENDED
                                                               DECEMBER 31      DECEMBER 31
                                                                   2001             2000
                                                              --------------   --------------
                                                              (IN THOUSANDS)   (IN THOUSANDS)
<S>                                                           <C>              <C>
INCOME
Dividends from subsidiary...................................     $ 8,050          $ 6,599
                                                                 -------          -------
TOTAL INCOME................................................       8,050            6,599
                                                                 -------          -------
EXPENSE
Other expense...............................................         377              152
                                                                 -------          -------
TOTAL EXPENSE...............................................         377              152
                                                                 -------          -------
INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED
  INCOME OF SUBSIDIARY......................................       7,673            6,447
Income tax benefit..........................................          87               43
Equity in undistributed income of subsidiary................        (591)          (1,505)
                                                                 -------          -------
INCOME FROM CONTINUING OPERATIONS...........................       7,169            4,985
Net loss from discontinued mortgage banking operation, Net
  of income tax.............................................          --             (267)
                                                                 -------          -------
NET INCOME..................................................     $ 7,169          $ 4,718
                                                                 =======          =======
STATEMENT OF CASH FLOWS OPERATING ACTIVITIES
Net income..................................................     $ 7,169          $ 4,718
Loss from discontinued mortgage banking operations, net of
  income taxes..............................................          --              267
                                                                 -------          -------
Income from continuing operations...........................       7,169            4,985
Adjustment to reconcile net income to net cash provided by
  operating activities:
Equity in undistributed income of subsidiary................         591            1,505
Other, net..................................................         572           (3,671)
                                                                 -------          -------
NET CASH PROVIDED BY OPERATING ACTIVITIES...................       8,332            2,819
                                                                 -------          -------
INVESTING AND FINANCING ACTIVITIES
Common stock cash dividends paid............................      (3,424)          (1,602)
Cash payment for PA Capital Bank common shares outstanding
  and stock option cash out.................................      (3,414)              --
Receipt of prior year upstream dividend from subsidiary
  bank......................................................       3,600               --
Proceeds from common stock options exercised................          90               85
                                                                 -------          -------
NET CASH USED BY INVESTING AND FINANCING ACTIVITIES.........      (3,148)          (1,517)
                                                                 -------          -------
NET INCREASE (DECREASE) IN CASH EQUIVALENTS.................       5,184            1,302
CASH EQUIVALENTS AT JANUARY 1...............................       1,302               --
                                                                 -------          -------
CASH EQUIVALENTS AT DECEMBER 31.............................     $ 6,486          $ 1,302
                                                                 =======          =======
</Table>

     The ability of subsidiary banks to upstream cash to the Parent Company is
restricted by regulations. Federal law prevents the Parent Company from
borrowing from its subsidiary banks unless the loans are secured by specified
assets. Further, such secured loans are limited in amount to ten percent of the
subsidiary banks' capital and surplus. In addition, the subsidiary banks are
subject to legal limitations on the amount of dividends that can be paid to
their shareholder. The dividend limitation generally restricts dividend payments
to a bank's retained net income for the current and preceding two calendar
years. Cash may also be upstreamed to the Parent Company by the subsidiary banks
as an inter-entity management fee. At December 31, 2001 and 2000, the subsidiary
bank was permitted to upstream an additional $918,000 and $2.4 million,
respectively, in cash dividends to the Parent Company. The subsidiary bank also
had a combined
                                        57
<PAGE>
                           THREE RIVERS BANCORP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$76.3 million and $60.9 million of restricted surplus and retained earnings at
December 31, 2001 and December 31, 2000, respectively.

25.  SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED)

     The following table sets forth certain unaudited quarterly consolidated
financial data regarding the Company for the periods ending:

<Table>
<Caption>
                                                   DEC. 31   SEPT. 30   JUNE 30   MARCH 31
                                                   -------   --------   -------   --------
                                                               (IN THOUSANDS)
<S>                                                <C>       <C>        <C>       <C>
2001 QUARTER END
  Interest income................................  $16,621   $17,712    $16,171   $16,491
  Non-interest income............................    1,442     1,362      1,190     1,092
                                                   -------   -------    -------   -------
  Total operating income.........................   18,063    19,074     17,361    17,583
  Interest expense...............................    9,224    10,614     10,308    10,514
  Provision for loan losses......................      300       300        300       150
  Non-interest expense...........................    5,546     5,644      5,106     5,048
                                                   -------   -------    -------   -------
  Income before income taxes.....................    2,993     2,516      1,647     1,871
  Provision for income taxes.....................      719       579        221       339
                                                   -------   -------    -------   -------
  Net income.....................................  $ 2,274   $ 1,937    $ 1,426   $ 1,532
                                                   =======   =======    =======   =======
  Per Common Share Data:
     Basic:
       Net Income................................  $  0.27   $  0.23    $  0.21   $  0.23
     Diluted:
       Net Income................................  $  0.27   $  0.23    $  0.21   $  0.23
</Table>

<Table>
<Caption>
                                                   DEC. 31   SEPT. 30   JUNE 30   MARCH 31
                                                   -------   --------   -------   --------
                                                               (IN THOUSANDS)
<S>                                                <C>       <C>        <C>       <C>
2000 QUARTER END
  Interest income................................  $17,381   $17,549    $17,385   $18,100
  Non-interest income............................    1,248     1,211      1,180       623
                                                   -------   -------    -------   -------
     Total operating income......................   18,629    18,760     18,565    18,723
  Interest expense...............................   11,405    11,220     10,689    11,011
  Provision for loan losses......................      150       150        150       150
  Non-interest expense...........................    5,074     6,203      5,965     6,589
                                                   -------   -------    -------   -------
  Income before income taxes.....................    2,000     1,187      1,761       973
  Provision for income taxes.....................      570       342        501      (477)
                                                   -------   -------    -------   -------
  Income from continuing operations..............  $ 1,430   $   845    $ 1,260   $ 1,450
  (Loss) income from discontinued Mortgage
     Banking Operations, net of income taxes.....       --        --         --      (267)
                                                   -------   -------    -------   -------
  Net Income.....................................  $ 1,430   $   845    $ 1,260   $ 1,183
                                                   =======   =======    =======   =======
  Per Common Share Data:
     Basic:
       Income from continuing operations.........  $  0.21   $  0.13    $  0.19   $  0.22
          Net Income.............................     0.21      0.13       0.19      0.18
     Diluted:
       Income from continuing operations.........  $  0.21   $  0.13    $  0.19   $  0.22
          Net Income.............................     0.21      0.13       0.19      0.18
</Table>

                                        58
<PAGE>

                     STATEMENT OF MANAGEMENT RESPONSIBILITY

                                                                January 17, 2002

To the Stockholders and
Board of Directors of
Three Rivers Bancorp, Inc.

     Management of Three Rivers Bancorp, Inc. and its subsidiary has prepared
the consolidated financial statements and other information in the Annual Report
on Form 10-K in accordance with accounting principles generally accepted in the
United States and are responsible for its accuracy.

     In meeting its responsibility, management relies on internal accounting and
related control systems, which include selection and training of qualified
personnel, establishment and communication of accounting and administrative
policies and procedures, appropriate segregation of responsibilities, and
programs of internal audit. These systems are designed to provide reasonable
assurance that financial records are reliable for preparing financial statements
and maintaining accountability for assets and that assets are safeguarded
against unauthorized use or disposition. Such assurance cannot be absolute
because of inherent limitations in any internal control system.

     Management also recognizes its responsibility to foster a climate in which
Company affairs are conducted with the highest ethical standards. The Company's
Code of Conduct, furnished to each employee and director, addresses the
importance of open internal communications, potential conflicts of interest,
compliance with applicable laws, including those related to financial
disclosure, the confidentiality of proprietary information, and other items.
There is an ongoing program to assess compliance with these policies.

     The Audit Committee of the Company's Board of Directors consists solely of
outside directors. The Audit Committee meets periodically with management and
the independent public accountants to discuss audit, financial reporting, and
related matters. Ernst and Young LLP and the Company's internal auditors have
direct access to the Audit Committee.

<Table>
<S>                                                         <C>
/s/ TERRY K. DUNKLE                                         /s/ ANTHONY M.V. ERAMO
-----------------------------------------------------       -----------------------------------------------------
Terry K. Dunkle                                             Anthony M.V. Eramo
Chairman, President & CEO                                   Senior Vice President & Chief Financial Officer
</Table>

                                        59
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Three Rivers Bancorp, Inc.

     We have audited the accompanying consolidated balance sheets of Three
Rivers Bancorp, Inc. and subsidiaries (the Company) as of December 31, 2001 and
2000 and the related consolidated statements of income, changes in stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Three Rivers
Bancorp, Inc. and subsidiaries at December 31, 2001 and 2000 and the
consolidated results of their operations and their cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States.

                                          /s/ ERNST AND YOUNG LLP
                                          --------------------------------------

Pittsburgh, Pennsylvania
January 17, 2002

                                        60
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors
of Three Rivers Bancorp, Inc.:

     We have audited the accompanying consolidated statements of income,
comprehensive income, changes in stockholders' equity and cash flows of Three
Rivers Bancorp, Inc. (a Pennsylvania corporation) and subsidiaries for the year
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of the operations and the
cash flows of Three Rivers Bancorp, Inc. and subsidiaries for the year ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.

                                          /s/ ARTHUR ANDERSEN LLP
                                          --------------------------------------

Pittsburgh, Pennsylvania,
January 21, 2000

                                        61
<PAGE>

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

     Previously reported on Form 8-K filed on May 24, 2000.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Relating to the principal occupations of directors of the Company, their
ages, directorships in other companies and respective terms of office is set
forth under the heading "Election of Directors" and "Continuing Directors" in
the Proxy Statement and is incorporated herein by reference. Information
relating to executive officers of the Company is set forth under the heading
"Executive Officers" in Part I, Item I of this Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION

     Information relating to compensation of directors and executive officers is
set forth under the heading "Compensation of Executive Officers" in the Proxy
Statement and is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information relating to the beneficial ownership of the Company's common
stock by all directors, each executive officer named in the "Summary
Compensation Table" of the Proxy Statement and all executive officers and
directors as a group is set forth under the heading "Ownership of Securities by
Directors, Nominees and Officers" of the Proxy Statement and is incorporated by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information relating to transactions and relationships with certain
directors and executive officers of the Company is set forth under the heading
"Transactions with Directors and Officers" of the Proxy Statement and is
incorporated by reference.

                                    PART IV

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

CONSOLIDATED FINANCIAL STATEMENTS FILED:

The consolidated financial statements listed below are set forth in Part
II -- Item 8. Page references are to Part II -- Item 8.

CONSOLIDATED FINANCIAL STATEMENTS:

THREE RIVERS BANCORP, Inc. and Subsidiary
  Consolidated Balance Sheets, 31
  Consolidated Statements of Income, 32
  Consolidated Statements of Changes in Stockholders' Equity and Comprehensive
  Income, 33
  Consolidated Statements of Cash Flows, 34
  Notes to Consolidated Financial Statements, 35
  Statement of Management Responsibility, 59
  Reports of Independent Auditors, 60 & 61

CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:

     These schedules are not required or are not applicable under Securities and
Exchange Commission accounting regulations and therefore have been omitted.

                                        62
<PAGE>

REPORTS ON FORM 8-K:

     There were no reports on Form 8-K for the quarter ended December 31, 2001.

EXHIBITS:

     The exhibits listed below are filed herewith or incorporated by reference
to other filings.

<Table>
<Caption>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
  2.1      Corporate Separation and Reorganization Agreement dated
           March 31, 2000 among Ameriserv Financial, Inc., Three Rivers
           Bank and Trust Company and Three Rivers Bancorp, Inc.
           (incorporated by reference to Exhibit 10.1 to the
           Registration Statement on Form 10 of Three Rivers Bancorp,
           Inc. (File No. 000-29083)).
  2.2      Agreement and Plan of Reorganization dated as of January 31,
           2001 by and among The Pennsylvania Capital Bank, Three
           Rivers Bancorp, Inc. and the Three Rivers Bank and Trust
           Company (incorporated by reference to Exhibit 2.1 to the
           Form 8-K filed on February 1, 2001).
  3.1      Amended and Restated Articles of Incorporation of Three
           Rivers Bancorp, Inc. (incorporated by reference to Exhibit
           3.1 to the Registration Statement on Form 10 of Three Rivers
           Bancorp, Inc. (File No. 000-29083)).
  3.2      By-laws of Three Rivers Bancorp, Inc. (incorporated by
           reference to Exhibit 3.2 to the Registration Statement on
           Form 10 of Three Rivers Bancorp, Inc. (File No. 000-29083)).
 10.1      Tax Separation Agreement dated as of April 1, 2000 between
           Ameriserv Financial, Inc. and Three Rivers Bancorp, Inc.
           (incorporated by reference to Exhibit 10.1 of the Annual
           Report on Form 10-K for the year ended December 31, 2000).
 10.2      Services Agreement dated June 1, 2000 among Ameriserv
           Financial, Inc., United States Bank in Johnstown, Three
           Rivers Bank and Trust Company and Three Rivers Bancorp, Inc.
           (incorporated by reference to Exhibit 10.5 of the Quarterly
           Report on Form 10-Q for the quarter ended June 30, 2000).
 10.3      Three Rivers Bancorp, Inc. Long-Term Incentive Plan
           (incorporated by reference to Exhibit 99.1 to the
           Registration Statement on Form S-8 of Three Rivers Bancorp,
           Inc. (File No. 333-39160)).
 10.4      Three Rivers Bancorp, Inc. Stock Option Plan (incorporated
           by reference to Exhibit 99.1 to the Registration Statement
           on Form S-8 of Three Rivers Bancorp, Inc. (File No.
           333-39166)).
 10.5      Change in Control Agreement dated as of April 1, 2000
           between Three Rivers Bancorp, Inc. and Terry K. Dunkle
           (incorporated by reference to Exhibit 10.6 of the Quarterly
           Report on Form 10-Q for the quarter ended June 30, 2000).
 10.6      Change in Control Agreement dated as of April 1, 2000
           between Three Rivers Bancorp, Inc. and W. Harrison Vail
           (incorporated by reference to Exhibit 10.7 of the Quarterly
           Report on Form 10-Q for the quarter ended June 30, 2000).
 10.7      Change in Control Agreement dated as of April 1, 2000
           between Three Rivers Bancorp, Inc. and Vincent Locher
           (incorporated by reference to Exhibit 10.8 of the Quarterly
           Report on Form 10-Q for the quarter ended June 30, 2000).
 10.8      Change in Control Agreement dated as of April 1, 2000
           between Three Rivers Bancorp, Inc. and Anthony M. V. Eramo
           (incorporated by reference to Exhibit 10.8 of the Annual
           Report on Form 10-K for the year ended December 31, 2000).
 11.1      Statement Regarding Computation of Per Share Earnings (filed
           herewith).
 16.1      Letter re: Change in Certifying Accountant (incorporated by
           reference to Exhibit 16.1 of the Form 8-K filed by Three
           Rivers Bancorp, Inc. on May 24, 2000).
</Table>

                                        63
<PAGE>

<Table>
<Caption>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
 21.1      Subsidiary of Three Rivers Bancorp, Inc. (filed herewith).
 22.1      Proxy Statement for Annual Shareholders Meeting to be held
           on April 25, 2002 (incorporated by reference to Schedule 14A
           Definitive Proxy Statement of Three Rivers Bancorp, Inc.
           filed with the Securities and Exchange Commission on March
           15, 2002).
 23.1      Consent of Arthur Andersen LLP (filed herewith).
 23.2      Consent of Ernst & Young LLP (filed herewith).
</Table>

                                        64
<PAGE>

                                   SIGNATURES

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

                                          THREE RIVERS BANCORP, Inc.
                                          (Registrant)

                                          By:      /s/ TERRY K. DUNKLE
                                            ------------------------------------
                                            Terry K. Dunkle
                                            Chairman, President
                                            and Chief Executive Officer
Date: March 18, 2002

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on February 28, 2002:

<Table>
<C>                                                    <S>

                 /s/ TERRY K. DUNKLE                   Chairman, President and Chief Executive
-----------------------------------------------------  Officer; Director
                   Terry K. Dunkle

               /s/ ANTHONY M.V. ERAMO                  Senior Vice President and Chief Financial
-----------------------------------------------------  Officer
                 Anthony M.V. Eramo

                 /s/ JEROME M. ADAMS                   Director
-----------------------------------------------------
                   Jerome M. Adams

                 /s/ J. THOMAS ALLEN                   Director
-----------------------------------------------------
                   J. Thomas Allen

               /s/ CLIFFORD A. BARTON                  Director
-----------------------------------------------------
                 Clifford A. Barton

                /s/ MICHAEL F. BUTLER                  Director
-----------------------------------------------------
                  Michael F. Butler

               /s/ J. TERRENCE FARRELL                 Director
-----------------------------------------------------
                 J. Terrence Farrell

               /s/ MARYLOUISE FENNELL                  Director
-----------------------------------------------------
                 Marylouise Fennell

                 /s/ JAMES R. FERRY                    Director
-----------------------------------------------------
                   James R. Ferry

                  /s/ STEVEN J. GUY                    Director
-----------------------------------------------------
                    Steven J. Guy
</Table>

                                        65
<PAGE>
<Table>
<C>                                                    <S>
            /s/ I.N. RENDALL HARPER, JR.               Director
-----------------------------------------------------
              I.N. Rendall Harper, Jr.

                 /s/ GERALD B. HINDY                   Director
-----------------------------------------------------
                   Gerald B. Hindy

                /s/ RICHARD W. KAPPEL                  Director
-----------------------------------------------------
                  Richard W. Kappel

               /s/ STEPHEN I. RICHMAN                  Director
-----------------------------------------------------
                 Stephen I. Richman

                /s/ EDWARD W. SEIFERT                  Director
-----------------------------------------------------
                  Edward W. Seifert

                /s/ W. HARRISON VAIL                   Director
-----------------------------------------------------
                  W. Harrison Vail

                /s/ CHARLES A. WARDEN                  Director
-----------------------------------------------------
                  Charles A. Warden

               /s/ CHARLES R. ZAPPALA                  Director
-----------------------------------------------------
                 Charles R. Zappala
</Table>

                                        66