Roebling Financial Corp, Inc.

Corporate Profile

         On January  31,  2000,  our wholly  owned  subsidiary,  Roebling  Bank,
completed its reorganization  and formed us as their parent holding company.  As
part of the reorganization, Roebling Bank's stockholders became our stockholders
and Roebling  Financial  Corp.,  MHC became our majority  stockholder.  Roebling
Financial  Corp.,  MHC,  which is owned  and  controlled  by the  depositors  of
Roebling  Bank, was formed as Roebling  Bank's mutual  holding  company in 1997.
Roebling Financial Corp., MHC conducts no significant  business or operations of
its own.

         We currently conduct our business through Roebling Bank with three full
service offices located in Roebling and New Egypt,  New Jersey and a loan center
also  located in  Roebling,  New Jersey.  We offer a broad range of deposits and
loan products to individuals,  families and small  businesses.  At September 30,
2001, we had  consolidated  assets of $73.1 million,  deposits of $66.2 million,
and stockholder's equity of $6.0 million.

Stock Market Information

         Our common stock is traded on the OTC Bulletin  Board under the trading
symbol of "ROEB".  The following  table  reflects  high and low bid  quotations.
Prior to January 31, 2000,  the Roebling  Bank's common stock also traded on the
OTC  Bulletin  Board  under  the  symbol  of  "ROEB."  The  quotations   reflect
inter-dealer prices, without retail mark-up,  mark-down, or commission,  and may
not represent actual transactions.


                                                                   Dividends
             Date                             High ($)   Low ($)   Declared($)
             ----                             --------   -------   -----------
October 1, 1999 to December 31, 1999          16.50       12.75        --
January 1, 2000 to March 31, 2000             16.00       11.00        --
April 1, 2000 to June 30, 2000                13.00        8.88        --
July 1, 2000 to September 30, 2000            15.00       13.00        --
October 1, 2000 - December 31, 2000           14.50       12.75        --
January 1, 2001 - March 31, 2001              14.50       12.75        --
April 1, 2001 - June 30, 2001                 15.50       13.00        --
July 1, 2001 - September 30, 2001             15.00       13.50        --

         The  number of  shareholders  of record of common  shares on the record
date of  December  7, 2001,  was  approximately  180.  This does not reflect the
number of persons or entities who held stock in nominee or "street" name through
various  brokerage  firms. At December 7, 2001, there were 425,500 common shares
outstanding.  We may not declare or pay a cash  dividend on any of our shares if
the effect of the declaration or payment of dividends would cause our regulatory
capital to be reduced below (1) the amount required for the liquidation  account
established in connection with the reorganization, or (2) the regulatory capital
requirements imposed by the Office of Thrift Supervision.

                                       2
<PAGE>

Selected Financial Information

<TABLE>
<CAPTION>
                                                   At or for the Years Ended September 30,
                                                          (Dollars in thousands,
                                                         except selected ratios)

                                                            2001         2000(1)
                                                         ---------     ---------
<S>                                                    <C>           <C>
Selected Balance Sheet Data:
Assets .............................................     $ 73,132      $ 59,847
Loans receivable (net) .............................       43,096        40,546
Deposits ...........................................       66,200        53,273
Shareholders' equity ...............................        5,975         5,487

Selected Results of Operations:
Interest income ....................................     $  4,304      $  4,073
Interest expense ...................................        1,745         1,558
Net interest income ................................        2,559         2,515
Non-interest income ................................          402           371
Non-interest expense ...............................        2,232         1,984
Net income .........................................          387           521

Selected Ratios:
Return on average assets ...........................          .62%          .88%
Return on average equity ...........................         6.66         10.09
Average equity to average assets ...................         9.32          8.73
Equity to assets at period end .....................         8.17          9.17
Net interest rate spread ...........................         3.72          3.98
Net yield on average interest-earning assets .......         4.38          4.57
Non-performing loans to total assets ...............          .21           .38
Non-performing loans to total loans (net) ..........          .35           .56
Earnings per share - basic .........................     $    .93      $   1.26
Earnings per share - diluted .......................     $    .93      $   1.25
Average number of shares outstanding ...............      425,500       425,500
</TABLE>

----------------
(1)  Effective January 31, 2000, Roebling Financial Corp, Inc. was formed as the
     holding company for Roebling Bank.

                                       3
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements

         The Private  Securities  Litigation  Reform Act of 1995  contains  safe
harbor  provisions  regarding  forward-looking  statements.  When  used  in this
discussion, the words "believes", "anticipates",  "contemplates", "expects", and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are  subject to certain  risks and  uncertainties  which could cause
actual  results to differ  materially  from  those  projected.  Those  risks and
uncertainties  include changes in interest  rates,  the ability to control costs
and expenses and general  economic  conditions.  We undertake no  obligation  to
publicly  release  the  results  of  any  revisions  to  those   forward-looking
statements which may be made to reflect events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

         Since we conduct no  significant  business other than owning all of the
common stock of Roebling Bank,  references in this discussion to "we," "us," and
"our," refer collectively to Roebling Financial Corp, Inc. and Roebling Bank.

Overview

         In an effort to stimulate the economy, the Federal Reserve Bank reduced
interest rates eight times during fiscal 2001.  This reduction  caused the prime
rate to  decline  350 basis  points.  In this time  period  of  rapidly  falling
interest  rates,  we had an  influx of cash from  investments  as higher  coupon
callable agency securities were called, and from deposits, largely due to a very
successful marketing campaign. The combination of these resulting cash balances,
along with our portfolio of adjustable rate assets, which were tied to the prime
interest  rate,  resulted in the repricing of a large portion of our assets in a
rapidly falling interest rate environment. Cost of funds, however, did not begin
to decline until the third quarter of fiscal 2001. Interest-bearing  liabilities
include  certificates  of deposits that do not reprice  until their  maturities,
which generally range between three months and five years. A large percentage of
the certificate of deposit portfolio matures within one year. As a result of our
balance sheet structure,  our net interest rate spread declined 26 basis points.
For the year ended  September  30,  2001,  the  interest  rate  spread was 3.72%
compared to 3.98% for the year ended September 30, 2000.

         For the fiscal year ended  September  30, 2001,  we earned  $387,000 or
$.93 per diluted  share as compared to $521,000,  or $1.25 per diluted share for
the  fiscal  year ended  September  30,  2000.  With the  unique  interest  rate
environment in 2001, our net interest  income  increased by only $44,000,  which
was offset by a $44,000 increase in the provision for loan losses. Additionally,
non-interest  expense increased primarily as a result of a full year of expenses
related to the hiring of a chief operating officer and the opening of a separate
loan center in fiscal 2000.  The balance  sheet  reflects  strong  growth,  with
assets  increasing  $13.3 million or 22% over last year, to $73.1 million.  This
growth was funded by an increase in deposits, which grew by 24% to $66.2 million
as of September 30, 2001,  compared to $53.3 million at September 30, 2000.  The
growth reflected strong  performance in our New Egypt office as well as our main
office. Asset quality continues to remain excellent.


Management of Interest Rate Risk and Market Risk

          Because the majority of our assets and  liabilities  are  sensitive to
changes in interest rates,  our most

                                       4
<PAGE>

significant  form of market risk is interest  rate risk,  or changes in interest
rates.  We may be more  vulnerable to an increase or decrease in interest  rates
depending   upon  1)  the  duration  and   repricing   characteristics   of  our
interest-earning  assets and  interest-bearing  liabilities  at a given point in
time,  2) the time horizon and 3) the level of interest  rates.  During the year
ended  September 30, 2001, the Bank was generally  more  vulnerable in the short
term (one year time frame) to a decrease in interest rates as we had more assets
than  liabilities  maturing  or  repricing  in that  time  period.  Our  lending
activities have  historically  emphasized the origination of adjustable rate and
shorter term, fixed rate loans secured by single-family residences.  The primary
source of funds has been deposits with substantially shorter maturities.

         We have established an  asset/liability  committee that consists of the
Chairman of our Board of Directors and two outside Directors,  our President and
members of our  management  team. The committee  meets on a semiannual  basis to
review  loan and deposit  pricing and  production  volumes,  interest  rate risk
analyses,  liquidity  and  borrowing  needs,  and a variety of other  assets and
liability management topics.  General  asset/liability  matters are discussed at
the Board's regular meetings.

         To reduce the effect of interest  rate changes on net interest  income,
we have  adopted  various  strategies  to enable us to improve  the  matching of
interest-earning asset maturities to interest-bearing  liability maturities. The
principal elements of these strategies include seeking to:

     o    originate  loans with  adjustable  rate features or shorter term fixed
          rates for portfolio and sell longer term fixed rate mortgages;

     o    attract low cost  transaction  and savings  accounts  which tend to be
          less interest rate sensitive when interest rates rise;

     o    lengthen  the  maturities  of our  liabilities  when it  would be cost
          effective   through  the  pricing   and   promotion   of  longer  term
          certificates of deposit;

     o    maintain an investment portfolio,  with short to intermediate terms to
          maturity or  adjustable  interest  rates,  that provides a stable cash
          flow,  thereby  providing  investable  funds in varying  interest rate
          cycles.

         We have made a  significant  effort to maintain our level of lower-cost
deposits as a method of enhancing  profitability.  At September 30, 2001, we had
approximately  $41.7  million,  or 63%, of our  deposits  in  low-cost  savings,
checking  and money  market  accounts,  compared  to $33.2  million,  or 62%, at
September 30, 2000. These deposits have traditionally remained relatively stable
and are expected to be only  moderately  affected in a period of rising interest
rates.  This  stability  has enabled us to offset the impact of rising  rates in
other deposit accounts.

Net Portfolio Value

          Exposure  to  interest   rate  risk  is  actively   monitored  by  our
management.  Our  objective is to maintain a consistent  level of  profitability
within  acceptable  risk tolerances  across a broad range of potential  interest
rate environments.  In addition to various analyses, we use the Office of Thrift
Supervision  ("OTS") Net Portfolio Value ("NPV") Model, which calculates changes
in net portfolio  value,  to monitor our exposure to interest rate risk.  NPV is
equal to the  estimated  present  value of  assets  minus the  present  value of
liabilities  plus the net  present  value of  off-balance-sheet  contracts.  The
Interest Rate Risk Exposure  Report shows the degree to which balance sheet line
items and net  portfolio  value are  potentially  affected by a 100 to 300 basis
point (1/100th of a percentage point) upward and downward parallel shift (shock)
in the Treasury yield curve.

                                       5
<PAGE>

         The following  table  represents  our NPV ratios at September 30, 2001.
This data was calculated by the OTS, based upon information we provided to them.


              Changes               NPV
              in Rate              Ratio(1)         Change(2)
              -------              --------         ---------
              +300 bp               11.39%           -208 bp
              +200 bp               12.22%           -124 bp
              +100 bp               12.94%            -52 bp
                 0 bp               13.46%
              -100 bp               13.58%            +12 bp
              -200 bp               13.59%            +13 bp
              -300 bp                  (3)               (3)

(1)  Calculated as the estimated NPV divided by present value of assets.
(2)  Calculated  as the  increase  (decrease)  in the  NPV  ratio  assuming  the
     indicated change in interest rates over the estimated NPV ratio assuming no
     change in interest rates.
(3)  Due to the abnormally  low interest rate  environment,  no calculation  was
     available from the OTS.

         Computations  of  prospective  effects of  hypothetical  interest  rate
changes are based on numerous  assumptions,  including relative levels of market
interest rates,  prepayments and deposit run-offs, and should not be relied upon
as  indicative  of actual  results.  Certain  shortcomings  are inherent in such
computations.   Although   certain  assets  and  liabilities  may  have  similar
maturities  or periods of  repricing,  they may react at different  times and in
different degrees to changes in the market interest rates. The interest rates on
certain types of assets and  liabilities  may fluctuate in advance of changes in
market interest rates,  while rates on other types of assets and liabilities may
lag behind changes in market interest rates.  Certain assets, such as adjustable
rate mortgages, generally have features which restrict changes in interest rates
on a short term  basis and over the life of the asset.  In the event of a change
in  interest  rates,  prepayments  and early  withdrawal  levels  could  deviate
significantly  from those  assumed in making the  calculations  set forth above.
Additionally,  an  increased  credit  risk may  result  as the  ability  of many
borrowers to service  their debt may  decrease in the event of an interest  rate
increase.

Financial Condition

         Total  assets  increased  $13.3  million,  or 22%, to $73.1  million at
September 30, 2001,  from $59.8 million at September 30, 2000.  This increase is
comprised  largely of a $5.9 million increase in  interest-earning  deposits,  a
$4.3 million increase in mortgage-backed  securities and a $2.6 million increase
in net loans receivable.  Securities held to maturity  decreased by $6.0 million
primarily  as a result  of agency  securities  being  called as rates  decreased
during the year.  These  proceeds were  reinvested  in securities  available for
sale, which increased by $6.6 million.  Within the loan portfolio,  the increase
came primarily from a $1.6 million  increase in commercial loans and $800,000 in
commercial real estate loan balances.

         Total liabilities increased $12.8 million to $67.2 million at September
30, 2001 from $54.4 million at September 30, 2000.  Such increase in liabilities
reflected  deposit  growth  of $12.9  million  over  the  prior  year.  Deposits
increased due primarily to the growth of our newest location in New Egypt, where
balances increased by 62% during the year ended September 30, 2001. This was the
direct result of a very successful marketing campaign conducted during the third
quarter of the 2001 fiscal year.

                                       6
<PAGE>

Results of Operations

         Analysis  of Net  Income.  Our  results  of  operations  are  primarily
dependent  on our net  interest  income,  which is the  difference  between  the
interest income earned on our assets,  primarily loans and investments,  and the
interest  expense on our  liabilities,  primarily  deposits and borrowings.  Net
interest  income  may  be  affected   significantly   by  general  economic  and
competitive  conditions and policies of regulatory agencies,  particularly those
with respect to market  interest  rates.  The results of our operations are also
influenced by the level of non-interest expenses,  such as employee salaries and
benefits,   and  other   income,   such  as   loan-related   fees  and  fees  on
deposit-related services.

         Net Income.  Net income  decreased  $134,000  to $387,000  for the year
ended  September 30, 2001, as compared to $521,000 for the year ended  September
30, 2000.  The decrease in net income in fiscal 2001 was primarily the result of
a $248,000  increase in  non-interest  expense  offset by a $31,000  increase in
non-interest income and an $83,000 decrease in income taxes.

         Net  Interest  Income.  Net  interest  income  increased  slightly,  by
$44,000,  to $2.6 million for the year ended  September  30, 2001.  Our interest
rate   spread,   which  is  the   difference   between   the  yield  on  average
interest-earning  assets and the cost of average  interest-bearing  liabilities,
decreased to 3.72% for the year ended  September  30,  2001,  from 3.98% for the
year ended September 30, 2000.

         Interest Income. Interest income increased to $4.3 million for the year
ended  September  30, 2001,  from $4.1 million for the year ended  September 30,
2000.  Interest on loans  receivable  increased  $187,000 or 6%. These increases
were  primarily  the result of an increase of $2.2 million in the average  loans
receivable  balance.  Interest  income on  investment  securities  decreased  by
$108,000 for the year ended September 30, 2001,  from $539,000 to $431,000,  due
to a $1.6 million  decrease in the average  balance as well as a decrease in the
yield  from  6.08% to  5.91%.  Interest  income  on  mortgage-backed  securities
decreased  $17,000 to  $334,000  for the year ended  September  30,  2001,  from
$351,000  for the year ended  September  30, 2000,  primarily  due to a $407,000
decrease  in the  average  balance.  Interest  income on other  interest-earning
assets  increased  $169,000 to $227,000 for the year ended  September  30, 2001,
from $58,000 for the year ended  September 30, 2000. The increase is largely due
to a $3.3  million  increase  in the  average  balances,  partially  offset by a
decrease in the  average  yield,  from 6.22% to 5.39%.  The yield on the average
balance of all interest-earning  assets decreased slightly to 7.36% for the year
ended September 30, 2001, from 7.41% for the year ended September 30, 2000.

         Interest Expense.  Interest expense  increased by $187,000,  or 12%, to
$1.7 million for the year ended  September  30, 2001,  from $1.6 million for the
year ended September 30, 2000,  primarily due to a $3.3 million  increase in the
average balance of interest-bearing deposit accounts and also due to an increase
in the cost of  certificates  of deposit  accounts.  The total  average  cost of
interest-bearing liabilities increased to 3.64% for the year ended September 30,
2001 from 3.43% for the year ended September 30, 2000. While the average cost of
funds for interest-bearing  liabilities  increased for fiscal 2001, the weighted
average cost of funds for deposits decreased significantly.  As of September 30,
2001,  the average cost of funds for deposits was 2.66%  compared to 3.22% as of
September 30, 2000.

                                       7
<PAGE>

Average Balance Sheet, Interest Rates and Yields

         The  following  tables set forth  certain  information  relating to our
average  balance sheet and reflects the average yield on assets and average cost
of liabilities for the periods  indicated.  Such yields and costs are derived by
dividing  income or expense  by the  average  balance of assets or  liabilities,
respectively, for the periods presented.

<TABLE>
<CAPTION>
                                             For the Year Ended September 30,     For the Year Ended September 30,
                                             --------------------------------     --------------------------------
                                                           2001                                     2000
                                             --------------------------------     --------------------------------
                                             Average                 Average      Average                 Average
                                             Balance    Interest    Yield/Cost    Balance    Interest   Yield/Cost
                                             -------    --------    ----------    -------    --------   ----------
                                                        (Actual)                             (Actual)
                                                (Dollars in thousands)                 (Dollars in thousands)
<S>                                        <C>         <C>          <C>         <C>         <C>         <C>
Interest-earning assets:
 Loans receivable (1)                        $41,706     $3,312         7.94%     $39,526     $3,125        7.91%
 Mortgage-backed securities                    5,250        334         6.36        5,657        351        6.20
 Investment securities                         7,296        431         5.91        8,865        539        6.08
 Other interest-earning assets (2)             4,213        227         5.39          933         58        6.22
                                             -------     ------         ----      -------     ------        ----
  Total interest-earning assets               58,465     $4,304         7.36       54,981     $4,073        7.41
                                                         ------                               ------
Non-interest-earning assets                    3,853                                4,161
                                             -------                              -------
  Total assets                               $62,318                              $59,142
                                             =======                              =======

Interest-bearing liabilities:
 Interest-bearing checking                   $ 7,934       $105         1.32%     $ 8,129       $107        1.32%
 Savings accounts                             13,586        343         2.52       13,053        328        2.51
 Money market accounts                         5,381        174         3.23        5,370        177        3.30
 Certificates of deposit                      20,879      1,115         5.34       17,953        890        4.96
 Borrowings                                      132          8         6.06          891         56        6.29
                                             -------     ------         ----      -------     ------        ----
  Total interest-bearing liabilities          47,912     $1,745         3.64       45,396     $1,558        3.43
                                                         ------                               ------
Non-interest-bearing liabilities (3)           8,599                                8,582
                                             -------                              -------
  Total liabilities                           56,511                               53,978
Stockholders' equity                           5,807                                5,164
                                             -------                              -------
 Total liabilities and stockholders'
   equity                                    $62,318                              $59,142
                                             =======                              =======
Net interest income                                      $2,559                               $2,515
                                                         ======                               ======
Interest rate spread (4)                                                3.72%                               3.98%
Net yield on interest-earning assets (5)                                4.38%                               4.57%
Ratio of average interest-earning assets
  to average interest-bearing liabilities                             122.03%                             121.11%
</TABLE>

-----------------
(1)  Average balances include non-accrual loans.
(2)  Includes interest-bearing deposits in other financial institutions and FHLB
     stock.
(3)  Includes  non-interest-bearing  deposits of $7,848 and $7,373 for the years
     ended September 30, 2001 and 2000, respectively.
(4)  Interest rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(5)  Net yield on  interest-earning  assets  represents net interest income as a
     percentage of average interest-earning assets.

                                       8
<PAGE>

Rate/Volume Analysis

         The table below sets forth certain information regarding changes in our
interest  income  and  interest  expense  for the  periods  indicated.  For each
category of interest-earning assets and interest-bearing  liabilities, the table
distinguishes  between (i) changes  attributable  to volume  (changes in average
volume  multiplied by prior period's rate);  (ii) changes  attributable to rates
(changes in rate multiplied by old average volume); (iii) changes in rate-volume
(changes in average volume multiplied by the change in rate).

<TABLE>
<CAPTION>
                                       Year Ended September 30,          Year Ended September 30,
                                 ----------------------------------   --------------------------------
                                            2001  vs. 2000                   2000  vs. 1999
                                 ----------------------------------   --------------------------------
                                         Increase (Decrease)              Increase (Decrease)
                                               Due to                          Due to
                                 ----------------------------------   --------------------------------
                                                    Rate/                              Rate/
                                  Volume    Rate    Volume     Net    Volume    Rate   Volume     Net
                                  ------    ----    ------     ---    ------    ----   ------     ---
                                                             (In thousands)
<S>                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Interest-earning assets:
 Loans receivable                 $ 172    $  14    $   1    $ 187    $ 606    $  11    $   3    $ 620
 Mortgage-backed securities         (25)       9       (1)     (17)      15       47        2       64

 Investment securities              (96)     (15)       3     (108)     (31)     (11)       1      (41)

 Other interest-earning assets      204       (8)     (27)     169      (78)      30      (19)     (67)
                                  -----    -----    -----    -----    -----    -----    -----    -----
  Total interest-earning assets   $ 255    $   0    $ (24)   $ 231    $ 512    $  77    $ (13)   $ 576
                                  =====    =====    =====    =====    =====    =====    =====    =====

Interest-bearing liabilities:
 Interest-bearing checking           (3)       1       --       (2)       7       (9)      (1)      (3)
 Savings accounts                    14        1       --       15       37       --       --       37
 Money market accounts               --       (3)      --       (3)      31       10        3       44
 Certificates of deposit            145       69       11      225       32       22        1       55
 Borrowings                         (48)      (2)       2      (48)      29        4        8       41
                                  -----    -----    -----    -----    -----    -----    -----    -----
   Total interest-bearing
    liabilities                   $ 108    $  66    $  13    $ 187    $ 136    $  27    $  11    $ 174
                                  =====    =====    =====    =====    =====    =====    =====    =====

Net interest income               $ 147    $ (66)   $ (37)   $  44    $ 376    $  50    $ (24)   $ 402
                                  =====    =====    =====    =====    =====    =====    =====    =====
</TABLE>

         Provision for Losses on Loans. The provision for loan losses is charged
to  operations  to bring the total  allowance  for loan  losses to a level  that
represents  management's best estimates of the losses inherent in the portfolio,
based on a monthly review of management of the following factors:

o    historical experience;
o    volume;
o    type of lending conducted by the Bank;
o    industry standards;
o    the level and status of past due and non-performing loans;
o    the general  economic  conditions in the Bank's  lending area;  and
o    other factors affecting the collectibility of the loans in its portfolio.

                                       9
<PAGE>

         For the year ended  September  30, 2001,  the provision for loan losses
increased $44,000 to $91,000 from $47,000 for the year ended September 30, 2000.
The increase in the provision for loan losses in fiscal 2001 was precipitated by
the  increases  in our  commercial  loan  portfolio  of  $1.6  million  and  the
commercial real estate loan portfolio of $800,000.

         The allowance for loan losses is maintained at a level that  represents
management's best estimates of losses in the loan portfolio at the balance sheet
date.  However,  there can be no assurance that the allowance for losses will be
adequate  to  cover  losses  which  may be  realized  in the  future,  and  that
additional provisions for losses will not be required.

         Non-interest  Income.  Non-interest income increased $31,000, or 8%, to
$402,000 for the year ended  September 30, 2001, as compared to $371,000 for the
year ended September 30, 2000, primarily due to increases in fees related to ATM
and debit card transactions.

          Non-interest  Expense.  Non-interest expense increased by $248,000, or
13%, to $2.2 million.  Compensation and employee  benefits expense  increased by
$118,000 or 11% to $1.2  million.  The  increase in  compensation  and  benefits
expense  during  fiscal 2001 was  primarily the result of general cost of living
and merit  raises to our  employees  and  officers  and the  addition of a Chief
Operating  Officer to the  management  team in the third quarter of fiscal 2000.
Occupancy and equipment  expense increased by $26,000,  or 14%, to $216,000.  We
opened a separate loan center office in fiscal 2000 to accommodate growth, which
contributed  largely  to the  increase  in  expenses.  Service  bureau  and data
processing  expenses increased $31,000,  or 12%, to $298,000 from an increase in
overall data  processing  and check  clearing costs related to the growth in our
deposit  transaction  accounts.  Other expenses  increased  $78,000,  or 19%, to
$497,000 from fiscal year 2000. Such increase was primarily related to increased
expenses associated with ATM and debit card transactions.

         Provision  for Income Taxes.  The provision for income taxes  decreased
$83,000 to $251,000 for the year ended September 30, 2001, from $334,000 for the
year ended  September  30, 2000.  The decrease was the result of the decrease in
income before  income taxes.  The effective tax rate was 39% for fiscal 2001 and
2000.

Liquidity and Capital Resources

          Management  believes it has ample cash flows and liquidity to meet its
loan  commitments  of $1.9 million and unused lines of credit of $5.1 million at
September  30, 2001. We have the ability to borrow from the FHLB of New York, or
others,  should the need arise.  As of September  30,  2001,  we had no borrowed
funds.

          We are required  under  federal  regulations  to maintain a sufficient
level of liquid assets (including  specified  short-term  securities and certain
other  investments),  as determined  by management  and reviewed for adequacy by
regulators  during  examinations.  Roebling  Bank is  also  subject  to  federal
regulations that impose certain minimum capital requirements. See Note 12 to our
consolidated financial statements.

          We monitor projected  liquidity needs and determine the levels desired
based upon our  commitments  to make loans and our  ability to  generate  funds.
Liquidity may be adversely  affected by unexpected  deposit outflows,  excessive
interest rates paid by competitors,  adverse  publicity  relating to the banking
industry and similar matters.

          Net cash  provided by  operations  was  $434,000  and $942,000 for the
years  ended  September  30,  2001  and  2000,  respectively.  Cash  flows  from
operations decreased primarily due to a decrease in

                                       10
<PAGE>

other liabilities.

          Net cash used in investing activities for the year ended September 30,
2001 totaled $7.4 million, an increase of $5.1 million from $2.3 million for the
year ended  September 30, 2000. The use of funds relating to the activity in the
securities  portfolio  increased  by  $7.1  million,  offset  by a $2.2  million
decrease in the use of funds for activities in the loan portfolio.  For the year
ended  September  30, 2001 we used $13.3  million for the purchase of investment
and mortgage-backed  securities,  offset by $8.6 million of proceeds from calls,
maturities and repayments.

          Net cash provided by financing activities for the year ended September
30, 2001  totaled  $12.9  million  compared  to $1.5  million for the year ended
September 30, 2000. Net cash provided  during the year ended  September 30, 2001
resulted from an increase in net deposits of $12.9 million.

                                       11
<PAGE>

Fontanella and Babitts
CERTIFIED PUBLIC ACCOUNTANTS                       534 Union Boulevard
                                                   Totowa Boro, New Jersey 07512
                                                   Tel: (973) 595-5300
                                                   Fax: (973) 595-5890




To the Board of Directors
Roebling Financial Corp, Inc. and Subsidiary


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


We have audited the accompanying  consolidated statements of financial condition
of Roebling  Financial Corp,  Inc. and Subsidiary,  as of September 30, 2001 and
2000, and the related consolidated  statements of income,  comprehensive income,
stockholders' equity and cash flows for the years then ended. These consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Roebling Financial
Corp,  Inc. and  Subsidiary,  at September 30, 2001 and 2000, and the results of
their  operations  and cash flows for the years then  ended in  conformity  with
generally accepted accounting principles.



                                        /s/Fontanella and Babitts
                                        ----------------------------------------


November 2, 2001



                                       12

<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 ----------------------------------------------
<TABLE>
<CAPTION>
                                                                                             September 30,
                                                                                      ----------------------------
                                                                                          2001            2000
                                                                                      ------------    ------------
<S>                                                                                <C>             <C>
Assets
------
Cash and due from banks                                                               $  2,816,274    $  2,774,712
Interest bearing deposits                                                                6,484,833         600,106
                                                                                      ------------    ------------
Total cash and cash equivalents                                                          9,301,107       3,374,818

Certificates of deposit                                                                    300,000         300,000
Securities available for sale                                                            6,587,167          28,600
Securities held to maturity; approximate fair
 value of $2,506,000 (2001) and $8,237,000 (2000)                                        2,453,515       8,409,550
Mortgage-backed securities available for sale                                            5,629,467               -
Mortgage-backed securities held to maturity,
 approximate fair value of $3,883,000 (2001) and $5,106,000 (2000)                       3,819,310       5,183,781
Loans receivable, net                                                                   43,095,784      40,545,961
Real estate owned                                                                           25,900          43,699
Accrued interest receivable                                                                384,884         393,677
Federal Home Loan Bank of New York stock, at cost                                          385,800         387,800
Premises and equipment                                                                   1,030,636       1,089,514
Other assets                                                                               118,161          89,487
                                                                                      ------------    ------------
                                                                                      $ 73,131,731    $ 59,846,887
                                                                                      ============    ============
Liabilities and stockholders' equity
------------------------------------

Liabilities
-----------

Deposits                                                                              $ 66,200,496    $ 53,272,657
Advances from borrowers for taxes and insurance                                            425,759         443,623
Accrued interest payable                                                                    61,999          40,014
Other liabilities                                                                          468,757         603,229
                                                                                      ------------    ------------
               Total liabilities                                                        67,157,011      54,359,523
                                                                                      ------------    ------------

Commitments and contingencies                                                                    -               -

Stockholders' equity
--------------------

Serial preferred stock, no par value, authorized 1,000,000 shares, no shares issued              -               -
Common stock; par value $.10; authorized 4,000,000 shares; shares
 issued and outstanding 425,500;                                                            42,550          42,550
Additional paid-in-capital                                                               1,662,988       1,656,589
Unallocated employee stock ownership plan shares                                           (94,080)       (109,760)
Retained earnings - substantially restricted                                             4,268,383       3,881,524
Accumulated other comprehensive income - unrealized gain on securities
 available for sale, net of tax                                                             94,879          16,461
                                                                                      ------------    ------------
               Total stockholders' equity                                                5,974,720       5,487,364
                                                                                      ------------    ------------
                                                                                      $ 73,131,731    $ 59,846,887
                                                                                      ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       13
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
<TABLE>
<CAPTION>
                                                     Year Ended
                                                     September 30,
                                                -----------------------
                                                   2001         2000
                                                ----------   ----------
<S>                                           <C>          <C>
Interest income:
   Loans receivable                             $3,312,272   $3,124,784
   Securities                                      431,204      538,654
   Mortgage-backed securities                      334,310      351,298
   Other interest earning assets                   226,531       58,347
                                                ----------   ----------
               Total interest income             4,304,317    4,073,083
                                                ----------   ----------
Interest expense:
   Deposits                                      1,737,175    1,502,199
   Borrowed funds                                    8,280       56,021
                                                ----------   ----------
               Total interest expense            1,745,455    1,558,220
                                                ----------   ----------
Net interest income                              2,558,862    2,514,863
Provision for loan losses                           91,000       47,000
                                                ----------   ----------
               Net interest income after
                provision for loan losses        2,467,862    2,467,863
                                                ----------   ----------
Non-interest income:
   Loan fees                                        57,782       56,762
   Account servicing and other                     339,627      313,183
   Gain on sale of loans                             1,032          969
   Gain on sale of real estate owned                 3,951            -
                                                ----------   ----------
               Total non-interest income           402,392      370,914
                                                ----------   ----------
Non-interest expense:
   Compensation and benefits                     1,211,465    1,093,567
   Occupancy and equipment                         215,522      189,383
   Service bureau and data processing              298,162      267,181
   Federal Insurance premiums                       10,172       14,845
   Other                                           496,679      418,677
                                                ----------   ----------
               Total non-interest expense        2,232,000    1,983,653
                                                ----------   ----------
Income before income taxes                         638,254      855,124
Income taxes                                       251,395      333,951
                                                ----------   ----------
               Net income                       $  386,859   $  521,173
                                                ==========   ==========

Basic earnings per share                        $      .93   $     1.26
                                                ==========   ==========
Diluted earnings per share                      $      .93   $     1.25
                                                ==========   ==========

Weighted average shares outstanding - basic        415,088      413,544
                                                ==========   ==========
Weighted average shares outstanding - diluted      417,095      417,302
                                                ==========   ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       14
<PAGE>
                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 -----------------------------------------------

<TABLE>
<CAPTION>
                                                                         Year Ended
                                                                         September 30,
                                                                       -------------------
                                                                         2001       2000
                                                                       --------   --------
<S>                                                                  <C>        <C>
Net income                                                             $386,859   $521,173

Other comprehensive income, net of income taxes:
   Unrealized holding gains on securities available
     for sale, net of income taxes of $44,073 and $821, respectively     78,418      2,647
                                                                       --------   --------
Comprehensive income                                                   $465,277   $523,820
                                                                       ========   ========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       15
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 -----------------------------------------------
<TABLE>
<CAPTION>
                                                                                    Accumulated
                                            Additional    Unallocated                  Other
                                 Common      Paid-in        ESOP       Retained   Comprehensive
                                 Stock       Capital       Shares      Earnings       Income       Total
                               ----------   ----------   ------------  ----------  ------------- ----------

<S>                           <C>          <C>          <C>           <C>          <C>          <C>
Balance - September 30, 1999   $   42,550   $1,651,789   $ (125,440)   $3,360,351   $   13,814   $4,943,064

Net income                              -            -            -       521,173            -      521,173

Amortization of ESOP shares             -        4,800       15,680             -            -       20,480

Change in unrealized gain
 on securities available
 for sale, net of tax                   -            -            -             -        2,647        2,647
                               ----------   ----------   ----------    ----------   ----------   ----------
Balance - September 30, 2000       42,550    1,656,589     (109,760)    3,881,524       16,461    5,487,364

Net income                              -            -            -       386,859            -      386,859

Amortization of ESOP shares             -        6,399       15,680             -            -       22,079

Change in unrealized gain
 on securities available
 for sale, net of tax                   -            -            -             -       78,418       78,418
                               ----------   ----------   ----------    ----------   ----------   ----------
Balance - September 30, 2001   $   42,550   $1,662,988   $  (94,080)   $4,268,383   $   94,879   $5,974,720
                               ==========   ==========   ==========    ==========   ==========   ==========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       16



<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

<TABLE>
<CAPTION>
                                                                             Year Ended
                                                                             September 30,
                                                                       --------------------------
                                                                           2001           2000
                                                                       -----------    -----------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
   Net income                                                          $   386,859    $   521,173
   Adjustments to reconcile net income
    to net cash provided by operating activities:
   Depreciation                                                             74,607         69,008
   Amortization of premiums and discounts, net                              13,945         33,138
   Amortization of deferred loan fees and costs, net                        21,969          2,188
   Provision for loan losses                                                91,000         47,000
   Provision for losses on real estate owned                                 5,000          1,579
   Gain on sale of loans                                                    (1,032)          (969)
   Gain on sale of real estate owned                                        (3,951)             -
   Increase in other assets                                                (28,674)       (19,936)
   Decrease (increase) in accrued interest receivable                        8,438        (18,949)
   Increase (decrease) in accrued interest payable                          21,985         (9,303)
   (Increase) decrease in other liabilities                               (178,545)       296,833
   Allocation of ESOP shares                                                22,079         20,480
                                                                       -----------    -----------
   Net cash provided by operations                                         433,680        942,242
                                                                       -----------    -----------

Cash flows from investing activities:
   Net decrease in FHLB term deposits                                            -        250,000
   Purchase of securities available for sale                            (7,699,961)             -
   Proceeds from call of securities available for sale                   1,250,000              -
   Proceeds from maturities and calls of securities held to maturity     5,950,000      1,232,000
   Purchase of mortgage-backed securities available for sale            (5,639,092)             -
   Proceeds from principal repayments of mortgage-backed
    securities available for sale                                           24,105              -
   Proceeds from principal repayments of
    mortgage-backed securities held to maturity                          1,355,966      1,092,375
   Loan originations, net of principal repayments                       (2,810,866)    (5,611,709)
   Proceeds from sale of loans                                             140,759        719,072
   Proceeds from sale of real estate owned                                  33,135        208,970
   Redemption (purchase) of Federal Home Loan Bank Stock                     2,000        (94,200)
   Purchase of premises and equipment                                      (15,729)       (71,852)
                                                                       -----------    -----------
          Net cash used in investing activities                         (7,409,683)    (2,275,344)
                                                                       -----------    -----------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       17


<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
                 ----------------------------------------------
<TABLE>
<CAPTION>
                                                                           Year Ended
                                                                          September 30,
                                                                   --------------------------
                                                                      2001            2000
                                                                   ----------       ---------
<S>                                                            <C>              <C>
Cash flows from financing activities:
   Net increase in deposits                                        12,927,839       3,560,909
   Net change in short-term borrowings                                      -      (2,000,000)
   Repayment of ESOP loan                                                   -        (125,440)
   (Decrease) increase in advance payments by borrowers
    for taxes and insurance                                           (25,547)         23,637
                                                                 ------------    ------------
          Net cash provided by financing activities                12,902,292       1,459,106
                                                                 ------------    ------------
Net increase in cash and cash equivalents                           5,926,289         126,004

Cash and cash equivalents - beginning                               3,374,818       3,248,814
                                                                 ------------    ------------
Cash and cash equivalents - ending                               $  9,301,107    $  3,374,818
                                                                 ============    ============

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

Cash paid for:
   Interest on deposits and advances                             $  1,723,469    $  1,567,523
                                                                 ============    ============

   Income taxes                                                  $    554,837    $    180,307
                                                                 ============    ============

Supplemental Schedule of Noncash Investing Activities
-----------------------------------------------------

Transfers from loans receivable to real estate owned             $      8,347    $     40,272
                                                                 ============    ============
Transfer from accrued interest receivable to real estate owned   $        355    $          -
                                                                 ============    ============
Transfer from negative escrow to real estate owned               $      7,683    $      3,427
                                                                 ============    ============
Change in unrealized gain on securities
 available for sale, net of tax                                  $     78,418    $      2,647
                                                                 ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       18
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------

The following is a description of the more significant  accounting policies used
in preparation of the accompanying consolidated financial statements of Roebling
Financial Corp, Inc. and Subsidiary (the "Company").

Principles of Consolidation
---------------------------

The consolidated  financial statements are comprised of the accounts of Roebling
Financial  Corp,  Inc.  and its  wholly-owned  subsidiary,  Roebling  Bank  (the
"Bank").  All  significant  intercompany  accounts  and  transactions  have been
eliminated in consolidation.

Basis of Consolidated Financial Statement Presentation
------------------------------------------------------

The  consolidated  financial  statements  have been prepared in conformity  with
generally  accepted  accounting   principles.   In  preparing  the  consolidated
financial  statements,  management is required to make estimates and assumptions
that affect the reported  amount of assets and liabilities as of the date of the
statement of financial  condition  and revenues and expenses for the period then
ended. Actual results could differ significantly from those estimates.  Material
estimates that are particularly  susceptible to significant  changes in the near
term relate to the determination of the allowance for loan losses, the valuation
of foreclosed real estate and the assessment of prepayment risks associated with
mortgage-backed  securities.  Management  believes  that the  allowance for loan
losses  is  adequate,   foreclosed  real  estate  is  appropriately  valued  and
prepayment  risks  associated  with  mortgage-backed   securities  are  properly
recognized.  While management uses available  information to recognize losses on
loans and  foreclosed  real estate,  future  additions to the allowance for loan
losses or further writedowns of foreclosed real estate may be necessary based on
changes in economic  conditions  in the  Company's  market  area.  Additionally,
assessments of prepayment risks related to mortgage-backed  securities are based
upon current market conditions, which are subject to frequent change.

In  addition,  various  regulatory  agencies,  as  an  integral  part  of  their
examination process, periodically review the Company's allowance for loan losses
and foreclosed  real estate.  Such agencies may require the Company to recognize
additions  to  the  allowance  for  loan  losses  or  additional  writedowns  on
foreclosed real estate based on their judgements about information  available to
them at the time of their examination.

Concentration of Risk
---------------------

The Company's  lending  activity is concentrated in loans secured by real estate
located in the State of New Jersey.

The  Company's  loan  portfolio is  predominantly  made up of 1-to-4 family unit
first mortgage loans in Burlington County.  These loans are typically secured by
first lien positions on the respective real estate properties and are subject to
the  Company's  loan  underwriting  policies.  In general,  the  Company's  loan
portfolio performance is dependent upon the local economic conditions.

                                       19
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
----------------------------------------------

Interest-Rate Risk
------------------

The Company is principally  engaged in the business of attracting  deposits from
the general public and using these deposits to make loans secured by real estate
and, to a lesser  extent,  consumer  loans and to purchase  mortgage-backed  and
investment  securities.  The potential for interest-rate risk exists as a result
of the shorter duration of the Company's interest-sensitive liabilities compared
to the generally longer duration of interest-sensitive assets.

In a rising  interest rate  environment,  liabilities  will reprice  faster than
assets,  thereby  reducing the market value of long-term assets and net interest
income. For this reason, management regularly monitors the maturity structure of
the  Company's  assets  and  liabilities  in  order  to  measure  its  level  of
interest-rate risk and to plan for future volatility.

Cash and Cash Equivalents
-------------------------

Cash  and  cash  equivalents  include  cash  and  amounts  due  from  depository
institutions,  interest-bearing accounts and federal funds sold. For the purpose
of the  statements of cash flows,  the Company  considers all highly liquid debt
instruments  with  original  maturities  of  three  months  or  less  to be cash
equivalents.

Investments and Mortgage-backed Securities
------------------------------------------

Debt  securities  over which there exists positive intent and ability to hold to
maturity are classified as held-to-maturity securities and reported at amortized
cost. Debt and equity  securities  that are bought and held  principally for the
purpose of selling them in the near term are  classified  as trading  securities
and reported at fair value, with unrealized holding gains and losses included in
earnings.  Debt and equity securities not classified as trading securities,  nor
as held-to-maturity securities, are classified as available-for-sale  securities
and reported at fair value,  with  unrealized  holding  gains or losses,  net of
deferred income taxes, reported in a separate component of stockholders' equity.

Premiums  and  discounts  on all  securities  are  amortized/accreted  using the
interest  method.  Interest and dividend  income on  securities,  which includes
amortization  of premiums  and  accretion of  discounts,  is  recognized  in the
financial  statements  when  earned.  The adjusted  cost basis of an  identified
security  sold or  called is used for  determining  security  gains  and  losses
recognized in the statements of income.

Loans Receivable
----------------

Loans receivable are stated at unpaid principal balances, less the allowance for
loan losses and net deferred loan origination fees and discounts.

Loan fees and certain direct loan  origination  costs are deferred,  and the net
fee or cost is recognized as an adjustment to interest income using the interest
method over the contractual life of the loans, adjusted for prepayments.

The allowance for loan losses is increased by charges to income and decreased by
charge-offs  (net  of  recoveries).  Management's  periodic  evaluation  of  the
adequacy of the allowance is based on the Company's  past loan loss  experience,
known and inherent risks in the portfolio,  adverse  situations  that may affect
the  borrower's  ability  to  repay,  the  estimated  value  of  any  underlying
collateral, and current economic conditions.

                                       20
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
----------------------------------------------

Loans Receivable (Cont'd)
----------------

Uncollected interest on loans that are contractually past due is charged off, or
an allowance is  established  based on  management's  periodic  evaluation.  The
allowance  is  established  by  a  charge  to  interest  income  and  income  is
subsequently  recognized  only to the extent  that cash  payments  are  received
until,  in  management's  judgement,  the  borrower's  ability to make  periodic
interest  and  principal  payments is  reestablished,  in which case the loan is
returned to accrual  status.  At a minimum,  an allowance is established for all
interest payments that are more than 90 days delinquent.

Premises and Equipment
----------------------

Land is  carried  at cost.  Premises  and  equipment  are  carried  at cost less
accumulated depreciation and amortization. Significant renovations and additions
are capitalized.  When assets are retired or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is reflected in income for the period.  The cost of maintenance and
repairs is charged to expense as incurred.  The Company computes depreciation on
a straight-line basis over the estimated useful lives of the assets.

Real Estate Owned
-----------------

Real estate  properties  acquired  through,  or in lieu of, loan foreclosure are
initially  recorded  at  the  lower  of  cost  or  fair  value  at the  date  of
foreclosure.  Costs  relating to  development  and  improvement  of property are
capitalized,  whereas  costs  relating to the holding of property are  expensed.
Subsequent valuations are periodically performed by management, and an allowance
for losses is  established  by a charge to operations if the carrying value of a
property  exceeds its fair value less estimated  selling cost.  Gains and losses
from  sale of  these  properties  are  recognized  as they  occur.  Income  from
operating properties is recorded in operations as earned.

Income Taxes
------------

Federal income taxes and state taxes have been provided on the basis of reported
income.  Deferred  income  taxes are  provided  for certain  items in income and
expenses which enter into the  determination  of income for financial  reporting
purposes in different periods than for income tax purposes.

Accounting for Stock-Based Compensation
---------------------------------------

Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation,"  issued by the Financial  Accounting Standards Board
("FASB"),   establishes   financial   accounting  and  reporting  standards  for
stock-based  employee  compensation  plans. While all entities are encouraged to
adopt  the  "fair  value  based  method"  of  accounting   for  employee   stock
compensation  plans,  SFAS 123 also  allows  an entity to  continue  to  measure
compensation  cost under such plans using the  "intrinsic  value  based  method"
specified in Accounting Principles Board Opinion ("APB") No. 25. The Company has
elected  to apply the  intrinsic  value  based  method.  Included  in Note 13 to
consolidated financial statements are the pro forma disclosures required by SFAS
123.

                                       21
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
----------------------------------------------

Earnings Per Share
------------------

Basic  earnings per share is computed by dividing net income for the year by the
weighted  average  number of shares of common  stock  outstanding,  adjusted for
unearned shares of the Employee Stock Ownership Plan ("ESOP").  Diluted earnings
per share is computed by  adjusting  the  weighted  average  number of shares of
common stock  outstanding to include the effect of outstanding stock options and
compensation grants, if dilutive, using the treasury stock method.

Reclassification
----------------

Certain amounts for the year ended September 30, 2000, have been reclassified to
conform with the current year's presentation.

2.  INVESTMENT SECURITIES
-------------------------

Securities Available for Sale
<TABLE>
<CAPTION>
                                                          September 30, 2001
                                            -----------------------------------------------
                                                           Gross Unrealized
                                            Amortized      ----------------       Estimated
                                               Cost        Gains     Losses      Fair Value
                                            ---------   ----------   --------     ----------
<S>                                      <C>          <C>          <C>          <C>
U.S. Government and Agency Securities:
  Due after one year through five years    $5,950,044   $   92,881   $      -     $6,042,925
  Due after five years through ten years      500,000       12,218          -        512,218

Marketable Equity Securities                    2,888       29,136          -         32,024
                                           ----------   ----------   --------     ----------
                                           $6,452,932   $  134,235   $      -     $6,587,167
                                           ==========   ==========   ========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                          September 30, 2000
                                            -----------------------------------------------
                                                           Gross Unrealized
                                            Amortized      ----------------       Estimated
                                               Cost        Gains     Losses      Fair Value
                                            ---------   ----------   --------     ----------

<S>                                       <C>          <C>          <C>          <C>
Marketable Equity Securities               $    2,888   $   25,712   $      -     $  28,600
                                           ==========   ==========   ========     =========
</TABLE>

Securities Held to Maturity
<TABLE>
<CAPTION>
                                                          September 30, 2001
                                            -----------------------------------------------
                                                           Gross Unrealized
                                            Amortized      ----------------       Estimated
                                               Cost        Gains     Losses      Fair Value
                                            ---------   ----------   --------     ----------
<S>                                       <C>          <C>          <C>          <C>
U.S. Government and Agency Securities:
  Due in one year or less                  $  300,000   $   10,545   $      -     $  310,545
  Due after one year through five years       250,000        9,610          -        259,610
  Due after five years through ten years      299,094        5,685          -        304,779
  Due after ten years                         292,680        4,991          -        297,671

Corporate Debt Instruments:
  Due in one year or less                     758,207       10,661          -        768,868
  Due after one year through five years       553,534       11,305          -        564,839
                                           ----------   ----------   --------     ----------
                                           $2,453,515   $   52,797   $      -     $2,506,312
                                           ==========   ==========   ========     ==========
</TABLE>
                                       22
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


2.  INVESTMENT SECURITIES (Cont'd)
-------------------------

Securities Held to Maturity (Cont'd)

<TABLE>
<CAPTION>
                                                          September 30, 2000
                                            -----------------------------------------------
                                                           Gross Unrealized
                                            Amortized      ----------------       Estimated
                                               Cost        Gains     Losses      Fair Value
                                            ---------   ----------   --------     ----------
<S>                                      <C>          <C>          <C>          <C>
U.S. Government and Agency Securities:
  Due in one year or less                  $  250,000   $        -   $    2,578   $  247,422
  Due after one year through five years     4,049,651            -       69,621    3,980,030
  Due after five years through ten years    1,948,885            -       79,598    1,869,287
  Due after ten years                         289,378        6,497            -      295,875

Corporate Debt Instruments:
  Due in one year or less                     551,526            -        2,368      549,158
  Due after one year through five years     1,320,110            -       24,535    1,295,575
                                           ----------   ----------   ----------   ----------
                                           $8,409,550   $    6,497   $  178,700   $8,237,347
                                           ==========   ==========   ==========   ==========
</TABLE>

Securities  with a carrying value of $250,000 as of September 30, 2001 and 2000,
are  pledged  as  security  for  deposits  of  governmental  entities  under the
provisions of the Governmental Unit Deposit Protection Act (GUDPA).

There were no sales of securities  during the years ended September 30, 2001 and
2000.

3.  MORTGAGE-BACKED SECURITIES
------------------------------

Available for Sale

<TABLE>
<CAPTION>
                                                          September 30, 2001
                                            -----------------------------------------------
                                                           Gross Unrealized
                                            Amortized      ----------------       Estimated
                                               Cost        Gains     Losses      Fair Value
                                            ---------   ----------   --------     ----------
<S>                                       <C>          <C>          <C>          <C>
FHLMC                                      $2,364,259   $   12,921   $ 11,406     $2,365,774
FNMA                                        3,251,240       22,489     10,036      3,263,693
                                           ----------   ----------   --------     ----------
                                           $5,615,499   $   35,410   $ 21,442     $5,629,467
                                           ==========   ==========   ========     ==========
</TABLE>

Held to Maturity
<TABLE>
<CAPTION>
                                                          September 30, 2001
                                            -----------------------------------------------
                                                           Gross Unrealized
                                            Amortized      ----------------       Estimated
                                               Cost        Gains     Losses      Fair Value
                                            ---------   ----------   --------     ----------
<S>                                       <C>         <C>          <C>          <C>
CMO                                         $1,719,967  $   18,442   $  6,727     $1,731,682
GNMA                                           787,863      24,515          -        812,378
FHLMC                                          578,007      15,792          -        593,799
FNMA                                           733,473      13,801      2,041        745,233
                                            ----------  ----------   --------     ----------
                                            $3,819,310  $   72,550   $  8,768     $3,883,092
                                            ==========  ==========   ========     ==========
</TABLE>
                                       23
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


3.  MORTGAGE-BACKED SECURITIES (Cont'd)
------------------------------

Held to Maturity (Cont'd)

<TABLE>
<CAPTION>
                                                          September 30, 2000
                                            -----------------------------------------------
                                                           Gross Unrealized
                                            Amortized      ----------------       Estimated
                                               Cost        Gains     Losses      Fair Value
                                            ---------   ----------   --------     ----------
<S>                                       <C>         <C>          <C>          <C>
CMO                                         $2,089,613  $    4,380   $ 58,451     $2,035,542
GNMA                                         1,249,508       1,659     10,283      1,240,884
FHLMC                                          884,115       2,000        531        885,584
FNMA                                           960,545       1,251     18,081        943,715
                                            ----------  ----------   --------     ----------
                                            $5,183,781  $    9,290   $ 87,346     $5,105,725
                                            ==========  ==========   ========     ==========
</TABLE>

There  were no  sales of  mortgage-backed  securities  during  the  years  ended
September 30, 2001 and 2000.

4.  LOANS RECEIVABLE, NET
-------------------------
                                                         September 30,
                                                 ----------------------------
                                                      2001            2000
                                                 ------------    ------------
Mortgage loans:
    One-to-four family residential               $ 19,852,052    $ 20,997,483
    Commercial real estate                          3,469,726       2,633,969
    Construction and land                           1,948,368       2,186,261
                                                 ------------    ------------
                                                   25,270,146      25,817,713
                                                 ------------    ------------
Consumer and other loans:
    Home equity                                    15,604,294      14,836,440
    Automobile                                        266,934         193,051
    Secured by deposits                               134,028         135,382
    Student                                            54,332          39,523
    Unsecured                                         197,236         272,565
    Mobile home                                       122,020         147,087
    Commercial                                      1,879,377         240,068
                                                 ------------    ------------
                                                   18,258,221      15,864,116
                                                 ------------    ------------
            Total loans                            43,528,367      41,681,829
                                                 ------------    ------------
Less:
    Loans in process                                  172,207         962,335
    Net deferred loan origination (costs) fees        (55,035)        (55,148)
   Allowance for loan losses                          315,411         228,681
                                                 ------------    ------------
                                                      432,583       1,135,868
                                                 ------------    ------------
                                                 $ 43,095,784    $ 40,545,961
                                                 ============    ============

                                       24
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


4.  LOANS RECEIVABLE, NET (Cont'd)
-------------------------

See Note 9 regarding loans pledged to secure borrowings.

At September 30, 2001 and 2000,  non-accrual  loans for which  interest had been
discontinued totaled approximately $-0- and $155,000,  respectively. If interest
income on non-accrual  loans had been current in accordance  with their original
terms, approximately $13,500 of interest income for the year ended September 30,
2000,  would  have  been  recorded.   Interest  income  actually  recognized  on
non-accrual loans totaled  approximately $13,100 and $14,600 for the years ended
September 30, 2001 and 2000, respectively.  At September 30, 2001, there were no
commitments to lend additional  funds to borrowers whose loans are classified as
non-accrual.

Activity in the allowance for loan losses is summarized as follows:

                                  Year Ending
                                  September 30,
                              ----------------------
                                 2001         2000
                              ---------    ---------

Balance - beginning           $ 228,681    $ 175,397
Provision charged to income      91,000       47,000
Charge offs                      (4,270)      (1,364)
Recoveries                            -        7,648
                              ---------    ---------
Balance - ending              $ 315,411    $ 228,681
                              =========    =========

The activity with respect to loans to directors, officers and associates of such
persons is as follows:

                               Year Ending
                               September 30,
                          ----------------------
                             2001         2000
                          ---------    ---------
Balance - beginning       $ 259,828    $ 223,401
Loan disbursements          205,993      142,789
Collection of principal     (44,457)    (106,362)
                          ---------    ---------
Balance - ending          $ 421,364    $ 259,828
                          =========    =========

All loans are collateralized by deposits and/or real estate.

5.  ACCRUED INTEREST RECEIVABLE
-------------------------------

                               September 30,
                             -------------------
                               2001       2000
                             --------   --------
Loans receivable             $228,775   $242,447
Mortgage-backed securities     47,473     27,998
Investment securities         108,636    123,232
                             --------   --------
                             $384,884   $393,677
                             ========   ========

                                       25
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


6. PREMISES AND EQUIPMENT
-------------------------
                                         September 30,
                                    -----------------------
                                        2001         2000
                                    ----------   ----------

Land                                $  379,435   $  379,435
Buildings and improvements             877,722      870,497
Furniture, fixtures and equipment      313,758      305,252
                                    ----------   ----------
                                     1,570,915    1,555,184

Less accumulated depreciation          540,279      465,670
                                    ----------   ----------
                                    $1,030,636   $1,089,514
                                    ==========   ==========

Useful lives used in the calculation of depreciation are as follows:

      Buildings                                               25 to 50 years
      Paving and other building related additions              5 to 10 years
      Furniture and equipment                                  5 to 10 years


7.  LOAN SERVICING
------------------

Mortgage  loans  serviced  for  others  are  not  included  in the  accompanying
consolidated statements of financial condition. The unpaid principal balances of
these loans are summarized as follows:

                                               September 30,
                                         -------------------------
                                             2001          2000
                                         -----------   -----------
Mortgage loan portfolios serviced for:
   FNMA                                  $13,298,971   $15,309,477
   Other                                     143,368       148,473
                                         -----------   -----------
                                         $13,442,339   $15,457,950
                                         ===========   ===========

Custodial  escrow  balances  maintained  in connection  with the loan  servicing
totaled  approximately  $191,000 and  $207,000,  at September 30, 2001 and 2000,
respectively.

                                       26
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


8.  DEPOSITS
------------

Deposits consist of the following major classifications:

<TABLE>
<CAPTION>
                                                          September 30,
                                      ------------------------------------------------------
                                               2001                         2000
                                      -----------------------       ------------------------
                                      Weighted                      Weighted
                                       Average                      Average
                                        Yield          Amount        Yield         Amount
                                        -----          ------        -----         ------
<S>                                    <C>        <C>                <C>       <C>
Non-interest-bearing deposits               -%      $ 9,002,086           -%     $ 7,879,124
Interest-bearing checking accounts       1.03         8,912,194        1.31        8,046,093
Money market accounts                    2.24         6,773,486        3.79        4,253,245
Savings accounts                         2.08        16,976,804        2.50       12,986,914
Certificates of deposits                 4.74        24,535,926        5.60       20,107,281
                                                    -----------                  -----------
Total deposits                           2.66       $66,200,496        3.22      $53,272,657
                                                    ===========                  ===========
</TABLE>

The  aggregate  amount of deposits  with a balance of  $100,000 or more  totaled
approximately  $12,286,000  and  $7,614,000  at  September  30,  2001 and  2000,
respectively.

Scheduled maturities of certificates of deposit are as follows:

                                             September 30,
                                          -------------------
                                            2001        2000
                                          -------     -------
                                             (In Thousands)

      1 year or less                      $19,746     $15,750
      Over 1 year to 3 years                4,343       3,933
      Over 3 years                            447         424
                                          -------     -------
                                          $24,536     $20,107
                                          =======     =======

Interest expense on deposits is summarized as follows:

                                               Year Ending
                                               September 30,
                                           ----------  ----------
                                            2001        2000
                                          ----------  ----------

Interest-bearing checking accounts        $  104,981  $  106,906
Money market accounts                        173,977     177,583
Savings accounts                             342,771     328,036
Certificates of deposit                    1,115,446     889,674
                                          ----------  ----------
        Total                             $1,737,175  $1,502,199
                                          ==========  ==========

                                       27
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


9.  BORROWED FUNDS
------------------

The Company has available  overnight  lines of credit and a one-month  overnight
repricing  line of credit with the Federal Home Loan Bank of New York  ("FHLB"),
totaling  $7.0  million  and $6.8  million,  at  September  30,  2001 and  2000,
respectively,  subject to the terms and  conditions  of the  lender's  overnight
advance  program.  As of  September  30,  2001  and  2000,  the  Company  had no
borrowings under these programs.

At September 30, 2001 and 2000, the FHLB lines of credit were secured by pledges
of the Company's  investment in the capital stock of the FHLB totaling  $385,800
and $387,800 and loans receivable with a carrying value of $2.7 million and $3.8
million respectively.

10.  INCOME TAXES
-----------------

The Bank qualifies as a savings institution under the provisions of the Internal
Revenue Code and was therefore, prior to September 30, 1996, permitted to deduct
from  taxable  income an  allowance  for bad debts  based upon eight  percent of
taxable  income  before  such  deduction,  less  certain  adjustments.  Retained
earnings at September 30, 2001, include approximately $306,000 of such bad debt,
which, in accordance with FASB Statement No. 109, "Accounting for Income Taxes,"
is  considered a permanent  difference  between the book and income tax basis of
loans  receivable,  and for which income taxes have not been  provided.  If such
amount  is  used  for  purposes  other  than  for  bad  debt  losses,  including
distributions  in  liquidation,  it will be  subject  to income  tax at the then
current rate.

The components of income taxes are summarized as follows:

                                      Year Ended
                                     September 30,
                                  ----------------------
                                     2001         2000
                                  ---------    ---------
Current tax expense:
   Federal                        $ 269,495    $ 332,658
   State                             24,473       29,921
                                  ---------    ---------
                                    293,968      362,579
                                  ---------    ---------

Deferred tax expense (benefit):
   Federal                          (38,856)     (26,241)
   State                             (3,717)      (2,387)
                                  ---------    ---------
                                    (42,573)     (28,628)
                                  ---------    ---------
                                  $ 251,395    $ 333,951
                                  =========    =========

                                       28
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


10.  INCOME TAXES (Cont'd)
-----------------

The provision for federal income taxes differs from that computed at the federal
statutory rates of 34% as follows:

                                              Year Ended
                                              September 30,
                                           --------------------
                                             2001        2000
                                           --------    --------

Tax at statutory rates                     $217,006    $290,742

Increase in tax resulting from:
  State taxes, net of federal tax effect     13,414      18,172
  Other items                                20,975      25,037
                                           --------    --------
                                           $251,395    $333,951
                                           ========    ========

Effective rate                                   39%         39%
                                           ========    ========

The  following  temporary  differences  gave rise to  deferred  tax  assets  and
liabilities:

                                                     September 30,
                                                  -------------------
                                                    2001       2000
                                                  --------   --------
Deferred tax assets:
  Allowance for loan losses                       $110,063   $ 71,837
  Depreciation                                      13,454      9,450
                                                  --------   --------
     Total deferred tax assets                     123,517     81,287
                                                  --------   --------
Deferred tax liabilities:
  Appreciation of securities available for sale     53,324      9,251
  Accrual to cash adjustment                        51,340     61,030
  Deferred loan origination fees and costs, net     48,770     40,060
  Discounts on investments                           2,720      2,083
                                                  --------   --------
     Total deferred tax liabilities                156,154    112,424
                                                  --------   --------
  Net deferred tax liability
       included in other liabilities              $ 32,637   $ 31,137
                                                  ========   ========

11.  COMMITMENTS AND CONTINGENCIES
----------------------------------

The Company is a party to financial instruments with  off-balance-sheet  risk in
the normal course of business to meet the  financing  needs of its customers and
to reduce its own exposure to fluctuations  in interest  rates.  These financial
instruments include commitments to extend credit.  Those instruments involve, to
varying  degrees,  elements  of credit and  interest-rate  risk in excess of the
amount  recognized  in the  statements of financial  condition.  The contract or
notional  amounts  of those  instruments  reflect  the  extent of the  Company's
involvement in particular classes of financial instruments.

                                       29
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


11.  COMMITMENTS AND CONTINGENCIES (Cont'd)
----------------------------------

The  Company's  exposure  to credit loss in the event of  nonperformance  by the
other party to the  financial  instrument  for  commitments  to extend credit is
represented by the contractual notional amount of those instruments. The Company
uses the same credit policies in making commitments and conditional  obligations
as it does for on-balance-sheet instruments.

Unless  noted  otherwise,  the  Company  does not  require  collateral  or other
security to support financial instruments with credit risk.

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon,  the total  commitment  amounts do not  necessarily
represent  future cash  requirements.  The Company has approved  equity lines of
credit  unused but  accessible  to  borrowers  totaling  $5.1  million  and $3.9
million, at September 30, 2001 and 2000, respectively.  The Company's experience
has been that  approximately  60 percent of loan  commitments  are drawn upon by
customers.

At September 30, 2001 the Company had $1.9 million in outstanding commitments to
originate loans and $110,000 in outstanding  letters of credit. At September 30,
2000, the Company had  outstanding  commitments to originate  loans of $125,000.
There  are no  commitments  to sell any of the loans  which  have  already  been
originated.

At September 30, 2001, there were outstanding commitments to purchase investment
securities for $3.2 million.

12.  REGULATORY CAPITAL
-----------------------

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

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require  the Bank to  maintain  minimum  amounts  and  ratios  (set forth in the
following table) of tangible and core capital (as defined in the regulations) to
total  assets and of total  capital  (as  defined) to  risk-weighted  assets (as
defined). Management believes, as of September 30, 2001, that the Bank meets all
capital adequacy requirements to which it is subject.

As of May  2001,  the  most  recent  notification  from  the  Office  of  Thrift
Supervision  (OTS)  categorized  the  Bank  as  "well   capitalized"  under  the
regulatory  framework for prompt  corrective  action. To be categorized as "well
capitalized,"  the Bank must maintain  minimum total risk-based and core ratios,
as set forth in the accompanying  table. There are no conditions or events since
that  notification  that  management  believes  have  changed the  institution's
category.

                                       30

<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


12.  REGULATORY CAPITAL (Cont'd)
-----------------------

The Bank's actual  capital  amounts and ratios are also  presented in the table.
There is no deduction from capital for interest-rate risk.

<TABLE>
<CAPTION>
                                                                       To be Well-
                                                                     Capitalized Under
                                                   For Capital       Prompt Corrective
                                   Actual         Adequacy Purposes  Action Provisions
                               --------------     -----------------  -----------------
                               Amount   Ratio     Amount    Ratio      Amount   Ratio
                               ------   -----     ------    -----      ------   -----
<S>                         <C>       <C>      <C>         <C>      <C>       <C>
As of September 30, 2001:
  Risk-based capital          $ 6,044   14.35%   $ 3,368     8.00%    $ 4,211   10.00%
  Core capital                  5,729    7.77%     2,948     4.00%      3,685    5.00%
  Tangible capital              5,729    7.77%     1,105     1.50%        N/A       -

As of September 30, 2000:
  Risk-based capital          $ 5,548   15.52%   $ 2,861     8.00%    $ 3,575   10.00%
  Core capital                  5,319    8.89%     2,392     4.00%      2,990    5.00%
  Tangible capital              5,319    8.89%       897     1.50%        N/A       -
</TABLE>

13. BENEFIT PLANS
-----------------

Deferred Compensation Plan
--------------------------

The Company  maintains a deferred  compensation  plan for both the directors and
employees.

The  directors'  arrangement is an individual  contract  between the Company and
each  participating  director and can be terminated  at any time.  Directors may
participate at their own discretion.  The Company secures each separate deferred
compensation agreement by purchasing an investment grade life insurance contract
on each participating director. The Company is the owner and beneficiary of each
contract.  The use of the investment  grade  insurance  contracts as the funding
source of the program allows the Company to take advantage of  preferential  tax
treatment provided to insurance  contracts  qualified under IRS Sections 101 and
7702.

The employees'  arrangement meets the requirements of Sections 401(a) and 401(k)
of the Internal Revenue Code. Employees generally become eligible when they have
attained age 21 and have one year of service. Each participant may elect to have
his  compensation  reduced up to 10%. The reduction is  contributed to the plan.
The Company  will match 50% of the amount of salary  reduction  the  participant
elects to defer.  However,  in applying  this matching  percentage,  only salary
reductions of up to 6% of the participant's compensation will be considered. All
participants  become 100% vested upon  entering the plan.  Contributions  to the
plan by the Company totaled approximately $9,500 and $10,500 for the years ended
September 30, 2001 and 2000, respectively.

                                       31
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


13. BENEFIT PLANS (Cont'd)
-----------------

Directors Consultation and Retirement Plan
------------------------------------------

The Company  maintains a Directors  Consultation  and Retirement Plan ("DRP") to
provide retirement  benefits to directors of the Company who are not officers or
employees  ("Outside  Directors").  Any  director  who has  served as an Outside
Director  shall be a participant in the DRP, and payments under the DRP commence
once the Outside Director retires as a director of the Company. The DRP provides
a  retirement  benefit  based on the number of years of service to the  Company.
Outside  Directors  who have  completed  not less than 12 years of service shall
receive a benefit  equal to (50%) + 2.889%  times the number of years of service
in excess of 12,  multiplied  by the average  monthly Board Fee in effect at the
time of retirement.  The maximum benefit shall be 85% of such monthly Board Fee.
Benefits  shall be paid for a maximum of 84 months to the retired  directors,  a
surviving spouse, or the director's estate.

                                                        At or for
                                                      the Year Ending
                                                       September 30,
                                                  ----------------------
                                                     2001         2000
                                                  ---------    ---------
Change in Benefit Obligation:

Benefit obligation at beginning of year           $ 165,494    $ 166,295
   Service cost                                       9,132        9,122
   Interest cost                                     12,832       12,090
   Actuarial loss (gain)                              5,409      (11,813)
   Annuity payments                                 (10,200)     (10,200)
                                                  ---------    ---------
Benefit obligation at end of year                   182,667      165,494
                                                  ---------    ---------
Change in plan assets:

Market value of assets - beginning                        -            -
Employer contributions                               10,200       10,200
Annuity payments                                    (10,200)     (10,200)
                                                  ---------    ---------
Market value of assets - ending                           -            -
                                                  ---------    ---------

Funded status                                      (182,667)    (165,494)
Amount contributed during fourth quarter              2,550        2,550
Unrecognized gain                                   (18,532)     (24,609)
Unrecognized past service liability                  96,423      107,232
                                                  ---------    ---------
Accrued plan cost included in other liabilities   $(102,226)   $ (80,321)
                                                  =========    =========

                                       32
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


13.  BENEFIT PLANS (Cont'd)
------------------

Directors Consultation and Retirement Plan (Cont'd)
------------------------------------------

                                                                Year Ended
                                                                September 30,
                                                            --------------------
                                                              2001        2000
                                                            --------    --------
Net periodic plan cost included the following components:
   Service cost                                             $  9,132    $  9,122
   Interest cost                                              12,832      12,090
   Amortization of unrecognized gain                            (668)          -
   Amortization of past service cost                          10,809      10,809
                                                            --------    --------
Net periodic plan cost included in compensation
 and benefits                                               $ 32,105    $ 32,021
                                                            ========    ========

A discount  rate of 7.5% and 8.0% and a rate of increase in future  compensation
levels of 5.5% and 5.5% were assumed in the plan  valuation  for the years ended
September 30, 2001 and 2000, respectively.

Stock Option Plan
-----------------

On January 25, 1999,  the  stockholders  of the Company  approved a stock option
plan  (the  "Plan").  The Plan  provides  for  authorizing  the  issuance  of an
additional  19,596  shares of common  stock by the Company  upon the exercise of
stock options awarded to officers,  directors,  key employees, and other persons
providing services to the Company.  The Company may also purchase shares through
the open market.  The 19,596 shares of options under the Plan constitute  either
Incentive  Stock Options or  Non-Incentive  Stock Options.  The following  table
summarizes the options granted and exercised under the Plan,  during the periods
indicated, and their respective weighted average exercise price:

                                                 Year Ended September 30,
                                        ---------------------------------------
                                               2001                   2000
                                        -----------------   -------------------
                                                 Weighted             Weighted
                                        Number    Average    Number    Average
                                          of     Exercise      of     Exercise
                                        Shares    Price      Shares    Price
                                        ------    -----      ------    -----

Outstanding at beginning of period       9,408   $ 14.25     14,308    $ 14.25
Granted                                      -         -          -          -
Exercised                                    -         -          -          -
Forfeited                                    -         -     (4,900)     14.25
                                         -----   -------      -----    -------
Outstanding at end of period             9,408   $ 14.25      9,408    $ 14.25
                                         =====   =======      =====    =======

Options exercisable at year end          9,408                   9,408
                                         =====                   =====

                                       33
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


13.  BENEFIT PLANS (Cont'd)
------------------

SFAS 123, "Accounting for Stock-Based Compensation",  if fully adopted, requires
companies to measure employee stock  compensation  plans based on the fair value
method of accounting.  The Company has adopted the disclosure-only provisions of
SFAS 123.  Accordingly,  the Company applies APB 25,"Accounting for Stock Issued
to  Employees,"  and related  interpretations  in accounting  for its plans.  In
accordance  with APB 25, no  compensation  expense has been  recognized  for its
stock-based  compensation  plans  other  than for  restricted  stock.  Pro forma
disclosures  as if the Company fully adopted the cost  recognition  requirements
under SFAS 123 are presented below.

The estimated  weighted  average fair value of each stock option  granted during
fiscal  1999 was  estimated  as $5.30 on the date of  grant.  The fair  value of
options at the date of grant was estimated  using the  Black-Scholes  model with
the following weighted average  assumptions:  stock volatility of 16%; risk free
interest rate of 3.875%; and an expected life of 10 years. Had compensation cost
for the  grants  been  determined  based  upon the fair  value at the grant date
consistent  with the  methodology  prescribed  under SFAS 123, the Company's pro
forma net income would have been  $529,708,  and basic and diluted  earnings per
share  would  have  been  $1.28  and  $1.27,  respectively,  for the year  ended
September 30, 2000.  There is no proforma  effect on net income and earnings per
share for the year ended September 30, 2001.

Restricted Stock Plan
---------------------

On January 25, 1999, the stockholders of the Company approved a restricted stock
plan (the  "Plan")  which  provides  for the  purchase of 7,838 shares of common
stock in the open  market.  All of the Common  Stock to be purchased by the Plan
will be purchased at the fair market value on the date of purchase. Awards under
the Plan were made in recognition of expected  future services to the Company by
its directors, officers, and key employees responsible for implementation of the
policies adopted by the Company's Board of Directors and as a means of providing
a further  retention  incentive.  The  expense  of the plan is being  accrued as
shares vest over a four-year period, which began in February, 1999. Plan expense
was $18,000 for each of the years ended September 30, 2001 and 2000.

Employee Stock Ownership Plan
-----------------------------

Effective upon the consummation of the Bank's stock offering,  an Employee Stock
Ownership  Plan  ("ESOP") was  established  for all eligible  employees  who had
completed a twelve month period of  employment  with the Bank and at least 1,000
hours of  service,  and had  attained  the age of 21. The ESOP used  $156,800 in
proceeds from a term loan to purchase  15,680 shares of Bank common stock during
the stock  offering.  The term loan  principal  was  payable in equal  quarterly
installments  through September 30, 2007. Interest on the term loan was variable
at  a  rate  of  prime  plus  37.5  basis  points.  Each  year,  the  Bank  made
discretionary  contributions  to the ESOP which were equal to the  principal and
interest payments required on the term loan. During the year ended September 30,
2000,  Roebling  Financial  Corp, Inc. paid off the ESOP loan to the third party
Bank.

Shares purchased with the loan proceeds were initially pledged as collateral for
the term loan and are held in a suspense  account  for future  allocation  among
participants.  Contributions  to the ESOP and shares  released from the suspense
account will be allocated among the  participants on the basis of  compensation,
as described by the Plan, in the year of allocation.

                                       34
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


13.  BENEFIT PLANS (Cont'd)
------------------

Employee Stock Ownership Plan (Cont'd)
-------------------------------------

The ESOP is  accounted  for in  accordance  with  Statement  of  Position  93-6,
"Accounting  for  Employee  Stock  Ownership  Plans,"  which  was  issued by the
American   Institute  of  Certified   Public   Accountants   in  November  1993.
Accordingly,  the ESOP shares  pledged as collateral are reported as unallocated
ESOP shares in the statements of financial condition. As shares are committed to
be released from collateral,  the Bank reports compensation expense equal to the
current market price of the shares,  and the shares become outstanding for basic
net income per common share computations.  ESOP compensation expense was $22,000
and $20,000 for the years ended September 30, 2001 and 2000, respectively.

The ESOP shares were as follows:

                                                        September 30,
                                                  -------------------------
                                                     2001             2000
                                                  ---------       ---------

      Allocated shares                                6,272           4,704
      Shares committed to be released                     -               -
      Unreleased shares                               9,408          10,976
                                                  ---------       ---------
      Total ESOP shares                              15,680          15,680
                                                  =========       =========
      Fair value of unreleased shares             $ 131,712       $ 161,896
                                                  =========       =========

14.  CHARTER CONVERSION, STOCK OFFERING, AND REORGANIZATION
-----------------------------------------------------------

On March 24, 1997, the Bank converted from a state-chartered  mutual savings and
loan to a federally - chartered mutual savings bank.

On February 24, 1997, the Board of Directors of the Bank unanimously adopted the
plan of  reorganization  whereby the Bank would reorganize into a mutual holding
company form of organization.

The Bank applied to the Office of Thrift  Supervision  and received  approval of
transactions   contemplated  by  the  plan  of   reorganization.   The  plan  of
reorganization authorized the Bank to offer stock in one or more stock offerings
up to a maximum  of 49.99% of the issued  and  outstanding  shares of its common
stock.

The  reorganization  was accomplished on October 2, 1997,  whereby the Bank, (i)
exchanged  its mutual  savings  association  charter for a federal stock savings
bank charter;  and (ii) organized a federally  chartered  mutual holding company
which owns in excess of 50% of the stock of the stock savings bank. Each savings
account of the Bank, at the time of the reorganization, became a savings account
in the newly-formed bank in the same terms and conditions,  except the holder of
each such deposit  account has liquidation  rights,  with respect to the holding
company, rather than the Bank.

                                       35
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


14.  CHARTER CONVERSION, STOCK OFFERING, AND REORGANIZATION (Cont'd)
-----------------------------------------------------------

As a result of the offering,  Roebling  Financial  Corp.,  MHC received  229,540
shares of the Bank's  stock and  $100,000  in cash.  The Bank's  Employee  Stock
Ownership  Plan purchased  15,680 shares.  Roebling Bank received gross proceeds
from the sale of 195,960  shares to the general  public,  including the ESOP, of
$1,959,600. Expenses associated with the offering totaled $171,438, resulting in
net capital  additions to the Bank of  $1,688,162,  net of the $100,000  used to
capitalize the mutual holding company.

On January 25, 2000, the Bank's  stockholders  approved an Agreement and Plan of
Reorganization (the "Plan" or "Reorganization"), providing for the establishment
of a mid-tier stock holding company.  The Plan provided for the establishment of
Roebling  Financial Corp,  Inc. (the Mid-Tier Stock Holding  Company) as a stock
holding  company parent of the Bank; the stock holding company is majority owned
by Roebling Financial Corp., MHC, the Bank's mutual holding company.  The former
holders  of the  common  stock  of the  Bank  became  stockholders  of  Roebling
Financial Corp, Inc. and each outstanding  share of common stock (par value $.10
per share) of the Bank was  converted  into  shares of common  stock of Roebling
Financial Corp, Inc. on a one-for-one basis. The reorganization was completed on
January 31, 2000.

15.  FAIR VALUES OF FINANCIAL INSTRUMENTS
-----------------------------------------

The  following  methods and  assumptions  were used by the Company in estimating
fair values of financial instruments as disclosed herein:

Cash and Short-Term Instruments
-------------------------------

The carrying amounts of cash and short-term  instruments  approximate their fair
value.

Available-for-Sale and Held-to-Maturity Securities
--------------------------------------------------

Fair values for securities, excluding restricted equity securities, are based on
quoted  market  prices.  The carrying  values of  restricted  equity  securities
approximate fair values.

Loans Receivable
----------------

For variable-rate  loans that reprice  frequently and have no significant change
in credit  risk,  fair  values are based on  carrying  values.  Fair  values for
certain  mortgage  loans and  other  consumer  loans are based on quoted  market
prices of similar loans sold in conjunction  with  securitization  transactions,
adjusted for  differences  in loan  characteristics.  Fair values for commercial
real  estate and  commercial  loans are  estimated  using  discounted  cash flow
analyses,  using interest rates  currently  being offered for loans with similar
terms to borrowers of similar credit quality. Fair values for impaired loans are
estimated using discounted cash flow analyses or underlying  collateral  values,
where applicable.

Deposit Liabilities
-------------------

The fair values  disclosed for demand deposits are, by definition,  equal to the
amount  payable  on  demand at the  reporting  date.  The  carrying  amounts  of
variable-rate,  fixed-term  money market  accounts and  certificates  of deposit
(CD's)  approximate  their fair values at the  reporting  date.  Fair values for
fixed-rate  CD's are estimated  using a discounted  cash flow  calculation  that
applies  interest rates currently being offered on certificates to a schedule of
aggregated expected monthly maturities on time deposits.

                                       36
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


15.  FAIR VALUES OF FINANCIAL INSTRUMENTS (Cont'd)
-----------------------------------------

Short-Term Borrowings
---------------------

The carrying amounts of federal funds purchased, and other short-term borrowings
maturing  within 90 days  approximate  their fair  values.  Fair values of other
short-term borrowings are estimated using discounted cash flow analyses based on
the Company's current incremental borrowing rates for similar types of borrowing
arrangements.

Long-Term Debt
--------------

The fair  value of  long-term  debt is  estimated  using  discounted  cash  flow
analysis based on the current  incremental  borrowing rates for similar types of
borrowing arrangements.

Accrued Interest Receivable
---------------------------

The carrying amounts of accrued interest approximate their fair values.

Off-Balance-Sheet Instruments
-----------------------------

In  the   ordinary   course  of  business   the   Company   has   entered   into
off-balance-sheet  financial  instruments  consisting of  commitments  to extend
credit. Such financial instruments are recorded in the financial statements when
they are funded or related fees are incurred or received.

The  estimated  fair  values  of the  Company's  financial  instruments  were as
follows:

                                September 30, 2001       September 30, 2000
                              ---------------------    ---------------------
                              Carrying       Fair      Carrying       Fair
Financial Assets               Amount        Value      Amount        Value
----------------               ------        -----      ------        -----
                                             (In Thousands)

Cash and cash equivalents     $ 9,301      $ 9,301      $ 3,375      $ 3,375
Certificates of deposit           300          300          300          300
Securities                      9,041        9,093        8,439        8,266
Mortgage-backed securities      9,449        9,512        5,184        5,106
Loans receivable               43,096       43,706       40,546       40,102
Accrued interest receivable       385          385          394          394

Financial Liabilities
---------------------

Deposit liabilities            66,200       66,519       53,273       53,305

The fair value  estimates are made at a discrete point in time based on relevant
market information and information about the financial  instruments.  Fair value
estimates are based on judgments  regarding  future  expected  loss  experience,
current  economic   conditions,   risk   characteristics  of  various  financial
instruments,  and other  factors.  These  estimates are subjective in nature and
involve uncertainties and matters of significant judgment and, therefore, cannot
be determined with precision.  Changes in assumptions could significantly affect
the  estimates.  Further,  the  foregoing  estimates  may not reflect the actual
amount  that could be  realized  if all or  substantially  all of the  financial
instruments were offered for sale.

                                       37
<PAGE>

                  ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


15.  FAIR VALUES OF FINANCIAL INSTRUMENTS (Cont'd)
-----------------------------------------

In addition,  the fair value estimates were based on existing on-and-off balance
sheet financial  instruments  without attempting to value the anticipated future
business  and the  value of  assets  and  liabilities  that  are not  considered
financial  instruments.  Other  significant  assets and liabilities that are not
considered financial assets and liabilities include real estate owned,  premises
and equipment, and advances from borrowers for taxes and insurance. In addition,
the tax  ramifications  related to the  realization of the unrealized  gains and
losses  have a  significant  effect on fair  value  estimates  and have not been
considered in any of the estimates.

Finally,  reasonable  comparability  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.  The lack of uniform valuation  methodologies
introduces a greater degree of subjectivity to these estimated fair values.


                                       38