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,
2002, we had  consolidated  assets of $82.2 million,  deposits of $74.4 million,
and stockholder's equity of $6.7 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,  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, 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         --
October 1, 2001 to December 31, 2001        16.50        14.00         --
January 1, 2002 to March 31, 2002           18.00        15.05         --
April 1, 2002 to June 30, 2002              20.00        16.50         --
July 1, 2002 to September 30, 2002          19.50        17.10         --

         The  number of  shareholders  of record of common  shares on the record
date of  December  6, 2002,  was  approximately  175.  This does not reflect the
number of persons or entities who held stock in nominee or "street" name through
various  brokerage  firms. At December 6, 2002, 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)
                                                             2002         2001
                                                             ----         ----
Selected Balance Sheet Data:
<S>                                                   <C>           <C>
Assets.............................................     $   82,217    $  73,132
Loans receivable (net).............................         45,731       43,096
Deposits...........................................         74,361       66,200
Shareholders' equity...............................          6,732        5,975

Selected Results of Operations:
Interest income....................................      $   4,494    $   4,304
Interest expense...................................          1,419        1,745
Net interest income................................          3,075        2,559
Non-interest income................................            440          402
Non-interest expense...............................          2,480        2,232
Net income.........................................            582          387

Selected Ratios:
Return on average assets...........................            .76%         .62%
Return on average equity...........................           9.16         6.66
Average equity to average assets...................           8.27         9.32
Equity to assets at period end.....................           8.19         8.17
Net interest rate spread...........................           3.81         3.72
Net yield on average interest-earning assets.......           4.23         4.38
Non-performing loans to total assets...............             --          .21
Non-performing loans to total loans (net)..........             --          .35
Earnings per share - basic ........................      $    1.40    $     .93
Earnings per share - diluted.......................      $    1.39    $     .93
Average number of shares outstanding...............        425,500      425,500

</TABLE>

                                       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

         For the fiscal year ended  September  30, 2002,  we earned  $582,000 or
$1.39 per diluted  share as compared to $387,000,  or $.93 per diluted share for
the fiscal  year ended  September  30,  2001,  which  equates to an  increase of
approximately  50% in both net income and earnings per share.  The balance sheet
also reflects  strong growth,  with assets  increasing  $9.1 million or 12% over
last year, to $82.2 million.  This growth was funded by an increase in deposits,
which grew by 12% to $74.4 million as of September  30, 2002,  compared to $66.2
million at September 30, 2001. The growth  reflected  strong  performance in our
New Egypt and Roebling offices. 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 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.

         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  asset 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

                                       4

<PAGE>

               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, 2002, we had
approximately  $46.2  million,  or 62%, of our  deposits  in  low-cost  savings,
checking  and money  market  accounts,  compared  to $41.7  million,  or 63%, at
September 30, 2001. These deposits have traditionally remained relatively stable
and are expected to be only  moderately  affected in a period of rising interest
rates.

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.

         The following  table  represents  our NPV ratios at September 30, 2002.
This data was calculated by the OTS, based upon information we provided to them.


            Changes               NPV
             in Rate              Ratio(1)         Change(2)
             -------              --------         ---------
            +300 bp               11.70%           -130 bp
            +200 bp               12.54%            -46 bp
            +100 bp               12.94%             -5 bp
               0 bp               12.99%
            -100 bp               12.61%            -39 bp
            -200 bp                --(3)            --(3)
            -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.

                                       5


<PAGE>

         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  $9.1  million,  or 12%,  to $82.2  million at
September 30, 2002,  from $73.1 million at September 30, 2001.  This increase is
comprised  largely  of a $7.7  million  increase  in  mortgage-backed  and other
securities and a $2.6 million  increase in net loans  receivable.  Cash and cash
equivalents  decreased  by $2.1  million as the cash funds  were  reinvested  in
mortgage-backed  and other  securities  and loans  receivable.  Within  the loan
portfolio,  the increase  came  primarily  from a $3.9  million  increase in the
one-to-four  family  residential  loan  portfolio  as  the  result  of a  strong
refinance  market in a low interest rate  environment,  offset by a $1.3 million
decrease in construction and land loan balances.

         Total liabilities  increased $8.3 million to $75.5 million at September
30, 2002 from $67.2 million at September 30, 2001.  Such increase in liabilities
reflected deposit growth of $8.2 million,  or 12%, over the prior year. Deposits
at the New Egypt office grew a total of $4.0 million,  or 18%, while deposits in
the Roebling offices grew $4.2 million, or 10%. Some of the increase in deposits
is a result of the Bank's  success in  gaining  market  share.  In  addition,  a
portion  of the  deposit  growth is likely a  reflection  of the  general  trend
nationwide  of  dollars  moving  out of the equity  markets  and into  financial
institutions.

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  increased  $195,000  to $582,000  for the year
ended  September 30, 2002, as compared to $387,000 for the year ended  September
30, 2001.  The increase in net income in fiscal 2002 was primarily the result of
a  $516,000   increase  in  net  interest  income  and  a  $37,000  increase  in
non-interest income, offset by a $248,000 increase in non-interest expense and a
$105,000 increase in income taxes.

                                       6

<PAGE>


         Net Interest Income. Net interest income increased $516,000, or 20%, to
$3.1  million for the year ended  September  30, 2002 from $2.6  million for the
year ended  September 30, 2001. The increase was primarily due to higher average
balances of loans  receivable  and investment  and  mortgage-backed  securities,
offset by higher average balances of deposits.  Our interest rate spread,  which
is the difference between the yield on average  interest-earning  assets and the
cost of average interest-bearing liabilities,  increased 9 basis points to 3.81%
for the year ended  September 30, 2002 from 3.72% for the comparable  2001 year.
See "Average Balance Sheet, Interest Rates and Yields" on the next page.

         Interest Income. Interest income increased $200,000 to $4.5 million for
the year ended  September  30, 2002 from $4.3  million for the  comparable  2001
year. Of such  increase,  interest on loans  receivable  decreased  $77,000 as a
result of a decrease  in the  average  yield to 7.10% for fiscal 2002 from 7.94%
for fiscal  2001.  Such  decrease  in the  average  yield  more than  offset the
increase  in the average  balance of $3.9  million.  Additionally,  for the year
ended September 30, 2002, interest income on investment  securities increased by
$167,000 to $598,000,  from $431,000 for the  comparable  2001 fiscal year.  The
increase in interest  income on investment  securities  was the result of a $5.2
million  increase in the average  balance,  offset by a decrease in the yield to
4.77% from 5.91% for fiscal 2001. Interest income on mortgage-backed  securities
increased  $228,000  to  $562,000  for the year ended  September  30,  2002 from
$334,000 for the  comparable  2001 fiscal year,  primarily due to a $6.1 million
increase in the average  balance,  offset by a decrease in the average  yield to
4.95% for  fiscal  2002 from  6.36% for fiscal  2001.  Interest  income on other
interest-earning  assets  decreased  $128,000  to  $99,000  for the  year  ended
September  30, 2002 from  $227,000  for the  comparable  2001 fiscal  year.  The
decrease  was due to a decrease in the average  yield,  to 3.02% for fiscal 2002
from 5.39% for fiscal  2001,  as well as a decrease in the  average  balances to
$3.3  million for the year ended  September  30, 2002 from $4.2  million for the
comparable  2001  fiscal  year.  The average  balance of other  interest-earning
assets  decreased as funds were reinvested into loans receivable and securities.
The yield on the average balance of all  interest-earning  assets  decreased 118
basis points to 6.18% for fiscal 2002 from 7.36% for fiscal 2001.

         Interest Expense.  Interest expense  decreased by $326,000,  or 19%, to
$1.4 million for the year ended  September  30, 2002,  from $1.7 million for the
year ended  September 30, 2001,  primarily due to a decrease in the average cost
of deposit  accounts,  offset by an increase  in the average  balance of deposit
accounts.  The decrease in the average cost of funds in fiscal 2002 was a result
of the general  decline in interest rate levels as the Federal  Reserve has been
reducing  interest  rates in order to stimulate  the economy.  Accordingly,  the
total average cost of interest-bearing liabilities decreased 127 basis points to
2.37%  for the year  ended  September  30,  2002 from  3.64% for the year  ended
September 30, 2001.

                                       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,
                                                         2002                                   2001
                                             ---------------------------------    ---------------------------------
                                             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)                        $45,579     $3,235         7.10%     $41,706     $3,312         7.94%
 Mortgage-backed securities                   11,352        562         4.95        5,250        334         6.36
 Investment securities                        12,536        598         4.77        7,296        431         5.91
 Other interest-earning assets (2)             3,283         99         3.02        4,213        227         5.39
                                             -------     ------       ------      -------     ------       ------
  Total interest-earning assets               72,750     $4,494         6.18       58,465     $4,304         7.36
                                                         ------                               ------

Non-interest-earning assets                    4,083                                3,853
                                             -------                              -------
  Total assets                               $76,833                              $62,318
                                             =======                              =======

Interest-bearing liabilities:
 Interest-bearing checking                  $ 10,032        $93          .93%     $ 7,934       $105         1.32%
 Savings accounts                             17,846        259         1.45       13,586        343         2.52
 Money market accounts                         5,904        110         1.86        5,381        174         3.23
 Certificates of deposit                      25,887        952         3.68       20,879      1,115         5.34
 Borrowings                                      271          5         1.85          132          8         6.06
                                             -------     ------       ------      -------     ------       ------
  Total interest-bearing liabilities          59,940     $1,419         2.37       47,912     $1,745         3.64
                                                         ------                               ------
Non-interest-bearing liabilities (3)          10,543                                8,599
                                             -------                              -------
  Total liabilities                           70,483                               56,511
Stockholders' equity                           6,350                                5,807
                                             -------                              -------
 Total liabilities and stockholders' equity  $76,833                              $62,318
                                             =======                              =======
Net interest income                                      $3,075                               $2,559
                                                         ======                               ======
Interest rate spread (4)                                                3.81%                                3.72%
Net yield on interest-earning assets (5)                                4.23%                                4.38%
Ratio of average interest-earning assets
  to average interest-bearing liabilities                             121.37%                              122.03%

</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 $9,783 and $7,848 for the years
     ended September 30, 2002 and 2001, 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,
                                 ---------------------------------    --------------------------------
                                            2002  vs. 2001                   2001  vs. 2000
                                 ---------------------------------    --------------------------------
                                         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                 $ 308    $(352)   $ (33)   $ (77)   $ 172    $  14    $   1    $ 187
 Mortgage-backed securities         388      (74)     (86)     228      (25)       9       (1)     (17)
 Investment securities              309      (83)     (59)     167      (96)     (15)       3     (108)
 Other interest-earning assets      (50)    (100)      22     (128)     204       (8)     (27)     169
                                  -----    -----    -----    -----    -----    -----    -----    -----
  Total interest-earning assets   $ 955    $(609)   $(156)   $ 190    $ 255    $   0    $ (24)   $ 231
                                  =====    =====    =====    =====    =====    =====    =====    =====

Interest-bearing liabilities:
 Interest-bearing checking           27      (31)      (8)     (12)      (3)       1     --         (2)
 Savings accounts                   108     (146)     (46)     (84)      14        1     --         15
 Money market accounts               17      (74)      (7)     (64)    --         (3)    --         (3)
 Certificates of deposit            267     (347)     (83)    (163)     145       69       11      225
 Borrowings                           9       (6)      (6)      (3)     (48)      (2)       2      (48)
                                  -----    -----    -----    -----    -----    -----    -----    -----
   Total interest-bearing
    liabilities                   $ 428    $(604)   $(150)   $(326)   $ 108    $  66    $  13    $ 187
                                  =====    =====    =====    =====    =====    =====    =====    =====

Net interest income               $ 527    $  (5)   $  (6)   $ 516    $ 147    $ (66)   $ (37)   $  44
                                  =====    =====    =====    =====    =====    =====    =====    =====

</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 by 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>

         The provision for loan losses was $96,000 for the year ended  September
30, 2002, compared to $91,000 for the same period in 2001.

         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 $38,000, or 9%, to
$440,000 for the year ended  September 30, 2002, as compared to $402,000 for the
year ended  September 30, 2001.  Such increase was primarily due to increases in
fees  related  to ATM and  debit  card  transactions,  which  were a  result  of
increased activity.

          Non-interest  Expense.  Non-interest expense increased by $248,000, or
11%, to $2.5 million for the year ended September 30, 2002 from $2.2 million for
the year ended September 30, 2001. Of such increase,  compensation  and employee
benefits  expense  increased by $131,000 or 11% to $1.3 million for fiscal 2002.
The  increase  in  compensation  and  benefits  expense  during  fiscal 2002 was
primarily  the  result of merit  raises to our  employees,  staff  additions  to
accommodate  the  continued  growth  of the bank and  increased  benefit  costs.
Occupancy and  equipment  expense  increased by $14,000,  or 7%, to $230,000 for
fiscal 2002, primarily due to an increase in depreciation expense resulting from
a change in  estimate of the useful  life of a piece of  equipment  from 10 to 5
years. Service bureau and data processing expenses increased $58,000, or 20%, to
$357,000 for fiscal 2002 as a result of an increase in overall  data  processing
and check  clearing costs related to the growth in our deposit  accounts.  Other
expenses  increased  $43,000,  or 9%, to $540,000 for fiscal 2002. Such increase
was primarily related to increased  expenses  associated with ATM and debit card
transactions.

         Provision  for Income Taxes.  The provision for income taxes  increased
$105,000 to $356,000 for the year ended  September  30, 2002,  from $251,000 for
the year ended  September 30, 2001.  The increase was the result of the increase
in income  before  taxes.  The effective tax rates for fiscal 2002 and 2001 were
38% and 39%, respectively.

Liquidity and Capital Resources

          Management  believes it has ample cash flows and liquidity to meet its
loan  commitments  of $3.4 million and unused lines of credit of $5.3 million at
September  30, 2002. We have the ability to borrow from the FHLB of New York, or
others,  should the need arise.  As of September  30,  2002,  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  $942,000  and $434,000 for the
years  ended  September  30,  2002  and  2001,  respectively.  Cash  flows  from
operations increased primarily due to an increase in

                                       10

<PAGE>

other liabilities.

          Net cash used in investing activities for the year ended September 30,
2002 totaled  $11.2  million,  an increase of $3.8 million from $7.4 million for
the year ended  September 30, 2001. The use of funds relating to the activity in
the  securities  portfolio  increased by $2.8 million while the use of funds for
loan  originations,  net of  repayments,  increased by $1 million.  For the year
ended  September  30, 2002 we used $20.1  million for the purchase of investment
and mortgage-backed securities,  offset by $12.6 million of proceeds from calls,
maturities  and  repayments.  Funds in the amount of $3.8  million were used for
loan originations, net of repayments.

          Net cash provided by financing activities for the year ended September
30, 2002  totaled  $8.1  million  compared  to $12.9  million for the year ended
September 30, 2001. Net cash provided  during the year ended  September 30, 2002
resulted from an increase in net deposits of $8.2 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, 2002 and
2001, 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 auditing standards generally accepted
in the  United  States of  America.  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, 2002 and 2001, and the results of
their  operations  and cash flows for the years then  ended in  conformity  with
accounting principles generally accepted in the United States of America.




                                                       /s/Fontanella and Babitts

November 22, 2002


                                       12

<PAGE>

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

<TABLE>
<CAPTION>
                                                                     September 30,
                                                             ----------------------------
                                                                  2002            2001
                                                             ------------    ------------
<S>                                                        <C>             <C>
Assets

Cash and due from banks                                      $  2,060,947    $  2,816,274
Interest-bearing deposits                                       5,162,032       6,484,833
                                                             ------------    ------------

Total cash and cash equivalents                                 7,222,979       9,301,107

Certificates of deposit                                           900,000         300,000
Securities available for sale                                  11,095,077       6,587,167
Securities held to maturity; approximate fair
  value of $1,117,000 (2002) and $2,506,000 (2001)              1,098,179       2,453,515
Mortgage-backed securities available for sale                  12,047,955       5,629,467
Mortgage-backed securities held to maturity,  approximate
 fair value of $2,033,000 (2002) and $3,883,000 (2001)          1,982,246       3,819,310
Loans receivable, net                                          45,730,956      43,095,784
Real estate owned                                                      --          25,900
Accrued interest receivable                                       447,553         384,884
Federal Home Loan Bank of New York stock, at cost                 472,100         385,800
Premises and equipment                                          1,135,222       1,030,636
Other assets                                                       84,830         118,161
                                                             ------------    ------------

                                                             $ 82,217,097    $ 73,131,731
                                                             ============    ============
Liabilities and stockholders' equity
------------------------------------

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

Deposits                                                     $ 74,361,128    $ 66,200,496
Advances from borrowers for taxes and insurance                   409,103         425,759
Accrued interest payable                                           29,964          61,999
Other liabilities                                                 684,504         468,757
                                                             ------------    ------------

             Total liabilities                                 75,484,699      67,157,011
                                                             ------------    ------------

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                                      1,674,209       1,662,988
Unallocated employee stock ownership plan shares                  (78,400)        (94,080)
Retained earnings - substantially restricted                    4,849,934       4,268,383
Accumulated other comprehensive income - unrealized
 gain on securities available for sale, net of tax                244,105          94,879
                                                             ------------    ------------

             Total stockholders' equity                         6,732,398       5,974,720
                                                             ------------    ------------

                                                             $ 82,217,097    $ 73,131,731
                                                             ============    ============
</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,
                                                                   -----------------------
                                                                      2002         2001
                                                                   ----------   ----------
<S>                                                              <C>          <C>
Interest income:
   Loans receivable                                                $3,234,583   $3,312,272
   Securities                                                         597,779      431,204
   Mortgage-backed securities                                         561,684      334,310
   Other interest-earning assets                                       99,387      226,531
                                                                   ----------   ----------

             Total interest income                                  4,493,433    4,304,317
                                                                   ----------   ----------
Interest expense:
   Deposits                                                         1,413,720    1,737,175
   Borrowed funds                                                       5,151        8,280
                                                                   ----------   ----------

             Total interest expense                                 1,418,871    1,745,455
                                                                   ----------   ----------

Net interest income                                                 3,074,562    2,558,862
Provision for loan losses                                              96,000       91,000
                                                                   ----------   ----------

             Net interest income after provision for loan losses    2,978,562    2,467,862
                                                                   ----------   ----------
Non-interest income:
   Loan fees                                                           55,186       57,782
   Account servicing and other                                        376,178      339,627
   Gain on sale of loans                                                5,910        1,032
   Gain on sale of real estate owned                                    2,288        3,951
                                                                   ----------   ----------

             Total non-interest income                                439,562      402,392
                                                                   ----------   ----------
Non-interest expense:
   Compensation and benefits                                        1,342,750    1,211,465
   Occupancy and equipment                                            229,921      215,522
   Service bureau and data processing                                 356,503      298,162
   Federal Insurance premiums                                          11,387       10,172
   Other                                                              539,841      496,679
                                                                   ----------   ----------

             Total non-interest expense                             2,480,402    2,232,000
                                                                   ----------   ----------

Income before income taxes                                            937,722      638,254
Income taxes                                                          356,171      251,395
                                                                   ----------   ----------

             Net income                                            $  581,551   $  386,859
                                                                   ==========   ==========

Basic earnings per share                                           $     1.40   $     0.93
                                                                   ==========   ==========
Diluted earnings per share                                         $     1.39   $     0.93
                                                                   ==========   ==========

Weighted average shares outstanding - basic                           416,680      415,088
                                                                   ==========   ==========
Weighted average shares outstanding - diluted                         419,488      417,095
                                                                   ==========   ==========
</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,
                                                                 --------------------
                                                                   2002       2001
                                                                 --------   ---------

<S>                                                            <C>        <C>
Net income                                                       $581,551   $ 386,859

Other comprehensive income, net of income taxes:
   Unrealized holding gains on securities available for sale,
     net of income taxes of $109,006 and $44,073, respectively    149,226      78,418
                                                                 --------   ---------

Comprehensive income                                             $730,777   $ 465,277
                                                                 ========   =========
</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, 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

Net income                             --           --           --       581,551           --      581,551

Amortization of ESOP shares            --       11,221       15,680            --           --       26,901

Change in unrealized gain
 on securities available
 for sale, net of tax                  --           --           --            --      149,226      149,226
                               ----------   ----------   ----------    ----------   ----------   ----------

Balance - September 30, 2002   $   42,550   $1,674,209   $  (78,400)   $4,849,934   $  244,105   $6,732,398
                               ==========   ==========   ==========    ==========   ==========   ==========
</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,
                                                                       ----------------------------
                                                                            2002            2001
                                                                       ------------    ------------
<S>                                                                  <C>             <C>
Cash flows from operating activities:
   Net income                                                          $    581,551    $    386,859
   Adjustments to reconcile net income
    to net cash provided by operating activities:
       Depreciation                                                          92,770          74,607
       Amortization of premiums and discounts, net                           62,644          13,945
       Amortization of deferred loan fees and costs, net                     44,540          21,969
       Provision for loan losses                                             96,000          91,000
       Provision for losses on real estate owned                                 --           5,000
       Gain on sale of loans                                                 (5,910)         (1,032)
       Gain on sale of real estate owned                                     (2,288)         (3,951)
       Increase in other assets                                             (26,252)        (28,674)
       (Increase) decrease in accrued interest receivable                   (62,669)          8,438
       (Decrease) increase in accrued interest payable                      (32,035)         21,985
       Increase (decrease) in other liabilities                             166,324        (178,545)
       Allocation of ESOP shares                                             26,901          22,079
                                                                       ------------    ------------

                Net cash provided by operating activities                   941,576         433,680
                                                                       ------------    ------------

Cash flows from investing activities:
   Purchase of certificates of deposit                                     (600,000)             --
   Purchase of securities available for sale                            (12,135,000)     (7,699,961)
   Proceeds from call of securities available for sale                    7,650,000       1,250,000
   Proceeds from maturities and calls of securities held to maturity      1,355,000       5,950,000
   Purchase of mortgage-backed securities available for sale             (7,982,114)     (5,639,092)
   Proceeds from principal repayments of mortgage-backed
    securities available for sale                                         1,737,434          24,105
   Proceeds from principal repayments of mortgage-backed
    securities held to maturity                                           1,836,270       1,355,966
   Loan originations, net of principal repayments                        (3,762,864)     (2,810,866)
   Proceeds from sale of loans                                              993,062         140,759
   Proceeds from sale of real estate owned                                   28,188          33,135
   (Purchase) redemption of Federal Home Loan Bank Stock                    (86,300)          2,000
   Purchase of premises and equipment                                      (197,356)        (15,729)
                                                                       ------------    ------------

             Net cash used in investing activities                      (11,163,680)     (7,409,683)
                                                                       ------------    ------------
</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,
                                                                   --------------------------
                                                                      2002            2001
                                                                   -----------    -----------
<S>                                                            <C>            <C>
Cash flows from financing activities:
   Net increase in deposits                                         8,160,632      12,927,839
   Decrease in advance payments by borrowers
     for taxes and insurance                                          (16,656)        (25,547)
                                                                 ------------     -----------

             Net cash provided by financing activities              8,143,976      12,902,292
                                                                 ------------     -----------

Net (decrease) increase in cash and cash equivalents               (2,078,128)      5,926,289

Cash and cash equivalents - beginning                               9,301,107       3,374,818
                                                                 ------------     -----------

Cash and cash equivalents - ending                               $  7,222,979     $ 9,301,107
                                                                 ============     ===========

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

Cash paid for:
   Interest on deposits and advances                             $  1,450,906     $ 1,723,469
                                                                 ============    ============

   Income taxes                                                  $    253,063     $   554,837
                                                                 ============    ============

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

Transfers from loans receivable to real estate owned             $         --    $      8,347
                                                                 ============    ============

Transfer from accrued interest receivable to real estate owned   $         --    $        355
                                                                 ============    ============

Transfer from negative escrow to real estate owned               $         --    $      7,683
                                                                 ============    ============

Change in unrealized gain on securities
 available for sale, net of tax                                  $    149,226    $     78,418
                                                                 ============    ============
</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 judgments 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.

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  and  commercial  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.


                                       19
<PAGE>

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


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

Interest-Rate Risk (Cont'd)
------------------

In a rising interest rate environment, liabilities will generally reprice faster
than  assets,  and there may be a  reduction  in 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
control 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.

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  judgment,  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.

                                       20
<PAGE>

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


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

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 the
consolidated financial statements are the pro forma disclosures required by SFAS
123.

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, 2001, have been reclassified to
conform with the current year's presentation.

                                       21
<PAGE>

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


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

Securities Available for Sale

<TABLE>
<CAPTION>

                                                          September 30, 2002
                                            ----------------------------------------------------
                                                             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   $10,935,084   $   136,177   $        --   $11,071,261

Marketable Equity Securities                     2,888        20,928            --        23,816
                                           -----------   -----------   -----------   -----------

                                           $10,937,972   $   157,105   $        --   $11,095,077
                                           ===========   ===========   ===========   ===========
</TABLE>

<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>

Securities Held to Maturity

<TABLE>
<CAPTION>

                                                          September 30, 2002
                                            -------------------------------------------------
                                                             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   $    1,095   $       --   $  251,095
   Due after five through ten years           296,145        7,319           --      303,464

Corporate Debt Instruments:
   Due in one year or less                    100,000        1,339           --      101,339
   Due after one year through five years      452,034        9,483           --      461,517
                                           ----------   ----------   ----------   ----------

                                           $1,098,179   $   19,236   $       --   $1,117,415
                                           ==========   ==========   ==========   ==========
</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, 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>

Securities  with a carrying value of $250,000 as of September 30, 2002 and 2001,
are  pledged  as  security  for  deposits  of  governmental  entities  under the
provisions of the Governmental Unit Deposit Protection Act (GUDPA). In addition,
securities  with a carrying  value of  $296,000  are pledged as  collateral  for
Federal Home Loan Bank advances as of September 30, 2002.

There were no sales of securities  during the years ended September 30, 2002 and
2001.

  3. MORTGAGE-BACKED SECURITIES

Available for Sale

<TABLE>
<CAPTION>
                                          September 30, 2002
                            ----------------------------------------------------
                                             Gross Unrealized
                            Amortized    -------------------------   Estimated
                               Cost          Gains       Losses      Fair Value
                           -----------   ------------  -----------   -----------
<S>                      <C>           <C>           <C>           <C>

GNMA                       $ 3,628,300   $    32,252   $      --     $ 3,660,552
FHLMC                        4,464,758        94,683          --       4,559,441
FNMA                         3,705,566       122,396          --       3,827,962
                           -----------   -----------   -----------   -----------

                           $11,798,624   $   249,331   $      --     $12,047,955
                           ===========   ===========   ===========   ===========
</TABLE>

<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>


                                       23
<PAGE>

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


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

Held to Maturity

<TABLE>
<CAPTION>

                                          September 30, 2002
                            ----------------------------------------------------
                                             Gross Unrealized
                            Amortized    -------------------------   Estimated
                               Cost          Gains       Losses      Fair Value
                           -----------   ------------  -----------   -----------
<S>                      <C>           <C>           <C>           <C>

CMO                        $   674,014   $    12,444   $        25   $   686,433
GNMA                           501,968        17,201            --       519,169
FHLMC                          346,842        13,811            --       360,653
FNMA                           459,422         8,066           870       466,618
                           ------------  ------------  ------------  -----------

                           $ 1,982,246   $    51,522   $       895   $ 2,032,873
                           ============  ============  ============  ===========
</TABLE>

<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>

Mortgage-backed  securities  with a carrying  value of  $569,000  are pledged as
collateral for Federal Home Loan Bank advances as of September 30, 2002.

There  were no  sales of  mortgage-backed  securities  during  the  years  ended
September 30, 2002 and 2001.


                                       24
<PAGE>

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


4. LOANS RECEIVABLE, NET
------------------------

                                                         September 30,
                                                ----------------------------
                                                     2002            2001
                                                ------------    ------------

Mortgage loans:
   One-to-four family residential               $ 23,767,929    $ 19,852,052
   Multi-family residential                           91,965            --
   Commercial real estate                          3,664,760       3,469,726
   Construction and land                             697,949       1,948,368
                                                ------------    ------------

                                                  28,222,603      25,270,146
                                                ------------    ------------

Consumer and other loans:
   Home equity                                    15,533,343      15,604,294
   Automobile                                        161,124         266,934
   Secured by deposits                                78,803         134,028
   Student                                            66,584          54,332
   Unsecured                                         186,694         197,236
   Mobile home                                       101,265         122,020
   Commercial                                      1,731,215       1,879,377
                                                ------------    ------------

                                                  17,859,028      18,258,221
                                                ------------    ------------

             Total loans                          46,081,631      43,528,367
                                                ------------    ------------

Less:
   Loans in process                                      497         172,207
   Net deferred loan origination (costs) fees        (58,744)        (55,035)
   Allowance for loan losses                         408,922         315,411
                                                ------------    ------------

                                                     350,675         432,583
                                                ------------    ------------

                                                $ 45,730,956    $ 43,095,784
                                                ============    ============

See Note 9 regarding loans pledged to secure borrowings.

At  September  30,  2002 and 2001,  there  were no  non-accrual  loans for which
interest  had  been  discontinued.   Interest  income  actually   recognized  on
non-accrual  loans  totaled  approximately  $-0- and $13,100 for the years ended
September 30, 2002 and 2001, respectively.

                                       25
<PAGE>

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


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

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

                                                             Year Ending
                                                            September 30,
                                                        ----------------------
                                                           2002         2001
                                                        ---------    ---------

Balance - beginning                                     $ 315,411    $ 228,681
Provision charged to income                                96,000       91,000
Charge offs                                                (5,720)      (4,270)
Recoveries                                                  3,231           --
                                                        ---------    ---------

Balance - ending                                        $ 408,922    $ 315,411
                                                        =========    =========


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

                                                            Year Ending
                                                            September 30,
                                                        ----------------------
                                                           2002         2001
                                                        ---------    ---------

Balance - beginning                                     $ 366,727    $ 190,840
Loan disbursements                                        149,202      205,994
Collection of principal                                   (50,111)     (30,107)
Other changes                                            (285,960)          --
                                                        ---------    ---------

Balance - ending                                        $ 179,858    $ 366,727
                                                        =========    =========


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

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

                                                              September 30,
                                                           -------------------
                                                             2002       2001
                                                           --------   --------

Loans receivable                                           $231,233   $228,775
Mortgage-backed securities                                   61,605     47,473
Investment securities                                       154,715    108,636
                                                           --------   --------

                                                           $447,553   $384,884
                                                           ========   ========

                                       26

<PAGE>

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


6.  PREMISES AND EQUIPMENT
--------------------------

                                                           September 30,
                                                        -----------------------
                                                           2002         2001
                                                        ----------   ----------

Land                                                    $  379,435   $  379,435
Buildings and improvements                               1,003,482      877,722
Furniture, fixtures and equipment                          385,354      313,758
                                                        ----------   ----------

                                                         1,768,271    1,570,915

Less accumulated depreciation                              633,049      540,279
                                                        ----------   ----------

                                                        $1,135,222   $1,030,636
                                                        ==========   ==========

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,
                                                      -------------------------
                                                          2002          2001
                                                      -----------   -----------

Mortgage loan portfolios serviced for:
   FNMA                                               $11,250,198   $13,298,971
   Other                                                  183,473       143,368
                                                      -----------   -----------

                                                      $11,433,671   $13,442,339
                                                      ===========   ===========


Custodial  escrow  balances  maintained  in connection  with the loan  servicing
totaled  approximately  $154,000 and  $191,000,  at September 30, 2002 and 2001,
respectively.

                                       27
<PAGE>

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


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

<TABLE>
<CAPTION>
                                                              September 30,
                                      ------------------------------------------------------------
                                                  2002                                2001
                                      -----------------------------  -----------------------------
                                          Weighted                       Weighted
                                           Average                        Average
                                            Yield     Amount               Yield     Amount
                                      ------------- ---------------  -------------- --------------

<S>                                       <C>       <C>                  <C>        <C>
Non-interest-bearing deposits               0.00%     $ 10,509,295         0.00%      $ 9,002,086
Interest-bearing checking accounts          0.79%        9,961,371         1.03%        8,912,194
Money market accounts                       1.86%        6,596,884         2.24%        6,773,486
Savings accounts                            1.37%       19,170,108         2.08%       16,976,804
Certificates of deposits                    3.23%       28,123,470         4.74%       24,535,926
                                                      ------------                   ------------

Total deposits                              1.84%     $ 74,361,128         2.66%     $ 66,200,496
                                                      ============                   ============
</TABLE>

The  aggregate  amount of deposits  with a balance of  $100,000 or more  totaled
approximately  $13,920,000  and  $12,286,000  at  September  30,  2002 and 2001,
respectively.

Scheduled maturities of certificates of deposit are as follows:

                                                            September 30,
                                                          -----------------
                                                           2002      2001
                                                          -------   -------
                                                           (In Thousands)

1 year or less                                            $18,431   $19,746
Over 1 year to 3 years                                      5,750     4,343
Over 3 years                                                3,942       447
                                                          -------   -------

                                                          $28,123   $24,536
                                                          =======   =======

Interest expense on deposits is summarized as follows:

                                                              Year Ending
                                                             September 30,
                                                      -------------------------
                                                       2002            2001
                                                      -----------   -----------
                                                           (In Thousands)

 Interest-bearing checking accounts                      $ 92,664     $ 104,981
 Money market accounts                                    109,843       173,977
 Savings acounts                                          259,147       342,771
 Certificates of deposit                                  952,066     1,115,446
                                                      -----------   -----------

       Total                                          $ 1,413,720   $ 1,737,175
                                                      ===========   ===========

                                       28
<PAGE>

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  $6.6  million  and $7.0  million,  at  September  30,  2002 and  2001,
respectively,  subject to the terms and  conditions  of the  lender's  overnight
advance  program.  As of  September  30,  2002  and  2001,  the  Company  had no
borrowings under these programs.

At September 30, 2002 and 2001, the FHLB lines of credit were secured by pledges
of the Company's  investment in the capital stock of the FHLB totaling  $472,100
and $385,800,  mortgage-backed  and other  securities  with a carrying  value of
$865,000 and $-0-,  and loans  receivable  with a carrying value of $2.1 million
and $2.7 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, 2002 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,
                                                      ----------------------
                                                         2002         2001
                                                      ---------    ---------

Current tax expense:
   Federal                                            $ 384,846    $ 269,495
   State                                                 35,553       24,473
                                                      ---------    ---------

                                                        420,399      293,968
                                                      ---------    ---------

Deferred tax expense (benefit)                    :
   Federal                                              (46,818)     (38,856)
   State                                                (17,410)      (3,717)
                                                      ---------    ---------

                                                        (64,228)     (42,573)
                                                      ---------    ---------

                                                      $ 356,171    $ 251,395
                                                      =========    =========

                                       29
<PAGE>

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


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

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

                                                               Year Ended
                                                              September 30,
                                                         ---------------------
                                                            2002        2001
                                                          --------    --------

Tax at statutory rates                                    $318,826    $217,006

Increase in tax resulting from:
   State taxes, net of federal tax effect                   11,974      13,414
   Other items                                              25,371      20,975
                                                          --------    --------

                                                          $356,171    $251,395
                                                          ========    ========

Effective rate                                                  38%         39%
                                                          ========    ========


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

<TABLE>
<CAPTION>
                                                                 September 30,
                                                              -------------------
                                                                2002       2001
                                                              --------   --------
<S>                                                         <C>        <C>
Deferred tax assets:
   Allowance for loan losses                                  $163,323   $110,063
   Depreciation                                                 25,569     13,454
                                                              --------   --------

             Total deferred tax assets                         188,892    123,517
                                                              --------   --------

Deferred tax liabilities:
   Appreciation of securities available for sale               162,330     53,324
   Accrual to cash adjustment                                   35,206     51,340
   Deferred loan origination fees and costs, net                64,600     48,770
   Discounts on investments                                      4,171      2,720
                                                              --------   --------

             Total deferred tax liabilities                    266,307    156,154
                                                              --------   --------

   Net deferred tax liability included in other liabilities   $ 77,415   $ 32,637
                                                              ========   ========
</TABLE>


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.

                                       30
<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  $5.3  million  and $5.1
million, at September 30, 2002 and 2001, respectively.  The Company's experience
has been that  approximately  60 percent of loan  commitments  are drawn upon by
customers.

At September 30, 2002 and 2001, the Company had $3.4 million and $1.9 million in
outstanding  commitments  to  originate  loans  and  $110,000  and  $110,000  in
outstanding  letters of credit,  respectively.  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, 2002, 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.

                                       31
<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  presented in the  following
table:

<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, 2002
------------------------
    Risk-based capital     $ 6,759     16.06%    $ 3,366     8.00%    $ 4,208    10.00%
    Core capital             6,350      7.75%      3,279     4.00%      4,099     5.00%
    Tangible capital         6,350      7.75%      1,230     1.50%        N/A       --

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       --
</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 by up to the maximum  percentage  allowed by law. 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  $16,200  and $9,500 for the years  ended  September  30, 2002 and
2001, respectively.

                                       32
<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,
                                                  ----------------------
                                                     2002         2001
                                                  ---------    ---------

Change in Benefit Obligation:

Benefit obligaiton at beginning of year           $ 182,667    $ 165,494
    Service cost                                      9,383        9,132
    Interest cost                                    13,318       12,832
    Actuarial (gain) loss                             5,792        5,409
    Annuity payments                                (10,200)     (10,200)
                                                  ---------    ---------

Benefit obligation at end of year                   200,960      182,667
                                                  ---------    ---------

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                                      (200,960)    (182,667)
Amount contributed during fourth quarter              2,550        2,550
Unrecognized gain                                   (12,716)     (18,532)
Unrecognized past service liability                  85,614       96,423
                                                  ---------    ---------

Accrued plan cost included in other liabilities   $(125,512)   $(102,226)
                                                  =========    =========

                                       33
<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
                                                               Year Ended
                                                              September 30,
                                                           --------------------
                                                             2002        2001
                                                           --------    --------

Net periodic plan cost included the following components:
   Service cost                                            $  9,383    $  9,132
   Interest cost                                             13,318      12,832
   Amortization of unrecognized gain                            (24)       (668)
   Amortization of past service cost                         10,809      10,809
                                                           --------    --------

Net periodic plan cost included in
  compensation and benefits                                $ 33,486    $ 32,105
                                                           ========    ========


A discount  rate of 7.0% and 7.5% 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, 2002 and 2001, 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:

<TABLE>
<CAPTION>
                                                            Year Ended September 30,
                                           -----------------------------------------------------------
                                                       2002                          2001
                                           ----------------------------    --------------------------
                                                            Weighted                      Weighted
                                               Number       Average         Number        Average
                                              of Shares  Exercise Price     of Shares  Exercise Price
                                           ------------  --------------     ---------  --------------

<S>                                            <C>     <C>                 <C>        <C>
Outstanding at beginning of period               9,408   $        14.25         9,408  $      14.25
Granted                                             --               --            --            --
Exercised                                           --               --            --            --
Forfeited                                           --               --            --            --
                                           -----------   --------------     ---------  ------------

Outstanding at end of period                     9,408   $        14.25         9,408  $      14.25
                                           ===========   ==============     =========  ============


Options exercisable at year end                  9,408                          9,408
                                           ===========                      =========
</TABLE>

                                       34
<PAGE>

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


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

Stock Option Plan (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. However,  there
is no proforma  effect on net income and  earnings per share for the years ended
September 30, 2002 or 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  $4,500  and  $18,000  for the  years  ended  September  30,  2002 and 2001,
respectively.

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 are allocated among the  participants on the basis of  compensation,  as
described by the Plan, in the year of allocation.

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 $27,000
and $22,000 for the years ended September 30, 2002 and 2001, respectively.

                                       35
<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 shares were as follows:

                                                               Year Ended
                                                              September 30,
                                                           -------------------
                                                             2002       2001
                                                           --------   --------

Allocated shares                                              7,840      6,272
Shares committed to be released                                --         --
Unreleased shares                                             7,840      9,408
                                                           --------   --------

Total ESOP shares                                            15,680     15,680
                                                           ========   ========

Fair value of unreleased shares                            $148,960   $131,712
                                                           ========   ========


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.

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

                                       36
<PAGE>

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


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

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 Cash Equivalents
-------------------------

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

Investment and Mortgage-Backed 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 value of demand  deposits,  savings  deposits and money market accounts
were the amounts  payable on demand.  The fair values of certificates of deposit
were based on the discounted  value of contractual cash flows. The discount rate
was estimated using the rate currently offered for deposits of similar remaining
maturities.

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.

                                       37
<PAGE>

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


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

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

The carrying amounts of accrued interest approximate their fair values.

Federal Home Loan Bank of New York Stock
----------------------------------------

Federal Home Loan Bank of New York stock is valued at cost.

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.  Their fair value would  approximate fees currently  charged to
enter into similar agreements.

                                 September 30, 2002           September 30, 2001
                                --------------------          ------------------
                                Carrying      Fair             Carrying   Fair
                                 Amount       Value             Amount    Value
                                ----------  --------           --------  ------
Financial Assets                                   (In Thousands)
----------------

Cash and cash equivalents       $ 7,223     $ 7,223            $ 9,301  $ 9,301
Certificates of deposit             900         900                300      300
Investment securities            12,193      12,212              9,041    9,093
Mortgage-backed securities       14,030      14,081              9,449    9,512
Loans receivable                 45,731      47,213             43,096   43,706
Accrued interest receivable         448         448                385      385
FHLB stock                          472         472                386      386

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

Deposit liabilities              74,361      75,011             66,200   66,519



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.

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.

                                       38
<PAGE>

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


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

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.

16.  IMPACT OF NEW ACCOUNTING STANDARDS
---------------------------------------

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141,  "Business  Combinations"  ("SFAS 141"). SFAS 141 requires the purchase
method of accounting for business combinations initiated after June 30, 2002 and
eliminates the pooling-of-interests method.

In July 2001, the FASB issued Statement No. 142,  "Goodwill and Other Intangible
Assets"  ("SFAS 142").  SFAS 142 requires that upon  adoption,  amortization  of
goodwill  will  cease  and  instead,  the  carrying  value of  goodwill  will be
evaluated for impairment on an annual basis. Identifiable intangible assets will
continue to be amortized  over their  useful  lives and reviewed for  impairment
upon adoption and then at least annually thereafter.  SFAS 142 will be effective
for fiscal years beginning after December 15, 2001.

In July  2001,  the  FASB  issued  Statement  No.  143,  "Accounting  for  Asset
Retirement Obligations" ("SFAS 143"). SFAS 143 requires that the fair value of a
liability  for an asset  retirement  obligation  be  recognized in the period in
which it is incurred,  if a reasonable  estimate of fair value can be made.  The
associated  asset  retirement  cost would be capitalized as part of the carrying
amount of the  long-lived  asset.  SFAS 143 will be  effective  for fiscal years
beginning after June 15, 2002.

In  August  2001,  the  FASB  issued  Statement  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets" ("SFAS 144").  SFAS 144 supersedes
Statement No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets  to be  Disposed  Of"  ("SFAS  121").  SFAS 144  retains  the
requirements  of SFAS 121 for  recognizing  and measuring the impairment loss of
long-lived  assets to be held and used. For long-lived  assets to be disposed of
by sale, SFAS 144 requires a single  accounting model be used for all long-lived
assets, whether previously held and used or newly acquired. Long-lived assets to
be  disposed  of other  than by sale  would be  considered  held and used  until
disposition.  SFAS 144 also broadens the presentation of discontinued operations
in the income  statement  to include  more  disposal  transactions.  SFAS 144 is
effective for fiscal years beginning after December 15, 2001.

In October 2002,  the FASB issued  Statement No. 147,  "Acquisitions  of Certain
Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB
Interpretation  No. 9. ("SFAS  147").  FASB  Statement No. 72,  "Accounting  for
Certain Acquisitions of Banking or Thrift Institutions," and FASB Interpretation
No. 9, "Applying APB Opinions No. 16 and 17 When a Savings and Loan  Association
or a Similar Institution is Acquired in a Business Combination  Accounted for by
the Purchase Method," provided  interpretive  guidance on the application of the
purchase  method  to  acquisitions   of  financial   institutions.   Except  for
transactions  between two or more mutual  enterprises,  this  Statement  removes
acquisitions of financial  institutions  from the scope of both Statement 72 and
Interpretation  9 and  requires  that those  transactions  be  accounted  for in
accordance  with FASB Statements No. 141 "Business  Combinations,"  and No. 142,
"Goodwill and Other  Intangible  Assets." Thus the requirement in paragraph 5 of
Statement 72 to recognize  (and  subsequently  amortize)  any excess of the fair
value of  liabilities  assumed over the fair value of tangible and  identifiable
intangible  assets  acquired  as an  unidentifiable  intangible  asset no longer
applies to acquisitions within the scope of this Statement. In addition, this

                                       39

<PAGE>

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


16.  IMPACT OF NEW ACCOUNTING STANDARDS (Cont'd)
---------------------------------------

Statement  amends FASB  Statement  No. 144,  "Accounting  for the  Impairment or
Disposal   of   Long-Lived   Assets,"   to  include   in  its  scope   long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor- and  borrower-relationship  intangible  assets and credit  cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow  recoverability  test and impairment loss recognition and
measurement  provisions that Statement 144 requires for other long-lived  assets
that are held and used. SFAS 147 is effective beginning October 1, 2002.

The Company does not believe any of these  statements will have an impact on its
consolidated financial position or results of operations.

                                       40
<PAGE>
<TABLE>
<CAPTION>
<S>             <C>
                          ROEBLING FINANCIAL CORP, INC.


CORPORATE OFFICE                                   STOCK LISTING
Route 130 South and Delaware Avenue                OTC Bulletin Board
Roebling, New Jersey 08554                         Under the Symbol: "ROEB"

SPECIAL COUNSEL                                    MARKET MAKERS
Malizia Spidi & Fisch, PC                          Tucker Anthony
1100 New York Avenue, N.W., Suite 340 West         192 Nassau Street
Washington, D.C. 20005                             Princeton, New Jersey  08542

                                                   Ryan Beck & Company
                                                   220 South Orange Avenue
                                                   Livingston, New Jersey  07039

INDEPENDENT ACCOUNTANTS                            TRANSFER AGENT
Fontanella and Babitts                             Registrar and Transfer Company
534 Union Boulevard                                10 Commerce Drive
Totowa, New Jersey 07512                           Cranford, New Jersey 07016


                                  ROEBLING BANK

            Route 130 South and Delaware Avenue, Roebling, New Jersey
                      34 Main Street, Roebling, New Jersey
                    8 Jacobstown Road, New Egypt, New Jersey
             761 Delaware Avenue, Roebling, New Jersey (loan center)

                    BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

                John J. Ferry, Chairman of the Board of Directors
           Frank J. Travea, III, President and Chief Executive Officer
 Janice A. Summers, Senior Vice President, Chief Operating Officer, and Chief Financial Officer
             John Y. Leacott, Vice President and Accounting Manager
                             Mark V. Dimon, Director
                             Joan K. Geary, Director
                           John A. LaVecchia, Director
                            George Nyikita, Director
                     Robert R. Semptimphelter, Sr. Director

Our  Annual  Report  for the  year  ended  September  30,  2002  filed  with the
Securities  &  Exchange  Commission  on  Form  10-KSB,  including  exhibits,  is
available  without charge upon written  request.  For a copy of the Form 10-KSB,
please contact Frank J. Travea,  III at our Corporate Office. The Annual Meeting
of Stockholders will be held on January 27, 2003 at 3:30 p.m. at Roebling Bank's
loan center located at 761 Delaware Avenue, Roebling, New Jersey.

</TABLE>