<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  --------------
                                    FORM 10-K

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

For the fiscal year ended December 31, 2001
                                       OR

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

For the transition period from _____________________ to ________________

Commission file number            000-23667
                       ------------------------------

                              HOPFED BANCORP, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                        <C>
                   Delaware                                            61-1322555
----------------------------------------------              ----------------------------------
(State or other jurisdiction of                            (I.R.S. Employer Identification No.)
incorporation or organization)

2700 Fort Campbell Boulevard, Hopkinsville, KY                           42240
-----------------------------------------------                -------------------------
(Address of principal executive offices)                               (Zip Code)
</TABLE>


       Registrant's telephone number, including area code: (270) 885-1171.

        Securities registered pursuant to Section 12(b) of the Act: None.

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

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

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

The registrant's voting stock is traded on the Nasdaq Stock Market. The
aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price ($10.65 per share) at which the
stock was sold on March 14, 2002, was approximately $38,675,880. For purposes of
this calculation, the term "affiliate" refers to all executive officers and
directors of the registrant and all stockholders beneficially owning more than
10% of the registrant's Common Stock.

As of the close of business on March 15, 2002, 3,631,538 shares of the
registrant's Common Stock were outstanding.

                       Documents Incorporated By Reference

Part II:
Annual Report to Stockholders for the year ended December 31, 2001.

Part III:
Portions of the definitive proxy statement for the 2002 Annual Meeting of
Stockholders.

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

         In February 1998, HopFed Bancorp, Inc. (the "Company") issued and sold
4,033,625 shares of common stock, par value $.01 per share (the "Common Stock"),
in connection with the conversion of Hopkinsville Federal Savings Bank (the
"Bank") from a federal mutual savings bank to a federal stock savings bank and
the issuance of the Bank's capital stock to HopFed Bancorp, Inc. (the
"Company"). The conversion of the Bank, the acquisition of all of the
outstanding capital stock of the Bank by the Company and the issuance and sale
of the Common Stock are collectively referred to herein as the "Conversion." In
February 2001, the Bank changed its name to Hopkinsville Federal Bank.

HopFed Bancorp, Inc.

         HopFed Bancorp, Inc. was incorporated under the laws of the State of
Delaware in May 1997 at the direction of the Board of Directors of the Bank for
the purpose of serving as a savings and loan holding company of the Bank upon
the acquisition of all of the capital stock issued by the Bank in the
Conversion. The Company's assets primarily consist of the outstanding capital
stock of the Bank. The Company's principal business is overseeing the business
of the Bank. The Company has registered with the Office of Thrift Supervision
("OTS") as a savings and loan holding company. See "Regulation - Regulation of
the Company."

         As a holding company, the Company has greater flexibility than the Bank
to diversify its business activities through existing or newly formed
subsidiaries or through acquisition or merger with other financial institutions,
although the Company currently does not have any plans, agreements, arrangements
or understandings with respect to any such acquisitions or mergers. The Company
is classified as a unitary savings and loan holding company and is subject to
regulation by the OTS.

         The Company's executive offices are located at 2700 Fort Campbell
Boulevard, Hopkinsville, Kentucky 42240, and its main telephone number is (270)
885-1171.

Hopkinsville Federal Bank

         The Bank is a federally chartered stock savings bank headquartered in
Hopkinsville, Kentucky, with branch offices in Hopkinsville, Murray, Cadiz,
Elkton and Benton, Kentucky. The Bank was incorporated by the Commonwealth of
Kentucky in 1879 under the name Hopkinsville Building and Loan Association. In
1940, the Bank converted to a federal mutual savings association and received
federal insurance of its deposit accounts. In 1983, the Bank became a federal
mutual savings bank. The primary market area of the Bank consists of the
adjacent counties of Calloway, Christian, Todd, Trigg and Marshall located in
southwestern Kentucky.

         The business of the Bank primarily consists of attracting deposits from
the general public and investing such deposits in loans secured by single family
residential real estate and investment securities, including U.S. Government and
agency securities and mortgage-backed securities. The Bank also originates
single-family residential/construction loans and multi-family and commercial
real estate loans, as well as loans secured by deposits, other consumer loans
and commercial loans. The Bank emphasizes the origination of residential real
estate loans with adjustable interest rates and other assets which are
responsive to changes in interest rates and allow the Bank to more closely match
the interest rate maturation of its assets and liabilities.

Fulton Division Acquisition Agreement

         On March 5, 2002, the Bank announced it had signed a definitive
agreement to purchase the business assets and liabilities of Old National
Bancorp that are located in Fulton, Kentucky. These assets include two retail
banking offices, Fall & Fall Insurance Agency, and approximately $50 million in
loans outstanding. The Bank will purchase these assets by assuming approximately
$90 million dollars in deposit liabilities and receiving approximately $35
million dollars in short term marketable securities. The purchase is subject to
regulatory approval and is expected to close at or near the end of the second
quarter of 2002. The Bank currently expects to pay a premium of approximately
$6 million in the transaction.

                                       2

<PAGE>

Stock Repurchases

         On September 20, 2000, the Company announced that its Board of
Directors had approved the repurchase of up to 200,000 shares of its Common
Stock. The stock repurchase program was completed in February 2001. On March 26,
2001, the Company announced that its Board of Directors had approved the
repurchase of an additional 300,000 shares. The purchases are being made from
time to time on the Nasdaq Stock Market at prices prevailing on that market or
in privately negotiated transactions at management's discretion, depending on
market conditions, price of the Common Stock, corporate cash requirements and
other factors. As of March 15, 2002, a total of 407,767 shares of Common Stock
had been repurchased.

Termination of Pension Plan

         On September 21, 2001 the Company announced that the Board of Directors
had directed management to take all actions necessary to terminate the Company's
defined benefit pension plan ("Pension Plan"), effective December 31, 2001, and
replace it with a 401(k) plan. Termination of the Pension Plan is expected to
reduce annual pension related expenses by approximately $360,000 for the year
ending December 31, 2002, and thereafter. By terminating the Pension Plan, the
Company incurred a curtailment expense of approximately $1.4 million.
Termination of the Pension Plan and distribution to participants of its assets
are contingent on receipt of an Internal Revenue Service determination that the
Pension Plan will be tax-qualified upon its termination, as well as compliance
with other applicable regulatory requirements.

Lending Activities

         General. The total gross loan portfolio totaled $ 177.1 million at
December 31, 2001, representing 62.1% of total assets at that date.
Substantially all loans are originated in the Bank's market area. At December
31, 2001, $ 117.0 million, or 66.1% of the loan portfolio, consisted of
one-to-four family, residential mortgage loans. Other loans secured by real
estate include non-residential real estate loans, which amounted to $ 18.4
million, or 10.4% of the loan portfolio at December 31, 2001, and multi-family
residential loans, which were $ 2.4 million, or 1.4% of the loan portfolio at
December 31, 2001. At December 31, 2001, construction loans were $ 5.6 million,
or 3.2% of the loan portfolio, and consumer and commercial loans totaled $ 33.6
million, or 18.9% of the loan portfolio.

         Analysis of Loan Portfolio. Set forth below is selected data relating
to the composition of the loan portfolio by type of loan at the dates indicated.
At December 31, 2001, there were no concentrations of loans exceeding 10% of
total loans other than as disclosed below.

<TABLE>
<CAPTION>
                                       2001                  2000                1999               1998              1997
                                -----------------     -----------------    -----------------   -----------------  -----------
                                 Amount     Percent    Amount  Percent    Amount   Percent   Amount   Percent    Amount   Percent
                                 ------     -------    ------  -------    ------   -------   ------   -------    ------   -------
                                                                     (Dollars in thousands)
<S>                              <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>    <C>         <C>
Type of Loan:
------------
Real estate loans:
   One-to-four family
     residential ............  $ 116,998      66.1%   $ 93,147    71.1% $  88,248     76.3% $  88,954   80.6% $ 83,229   78.7%
 Multi-family residential ...      2,448       1.4%      2,841     2.2%     2,165      1.9%     1,539    1.4%    2,359    2.2%
 Construction ...............      5,617       3.2%      5,729     4.4%     5,706      4.9%     4,626    4.2%    5,166    4.9%
 Non-residential (1) ........     18,445      10.4%     21,695    16.5%    12,399     10.7%     8,260    7.5%    7,593    7.2%
                               ---------     ------   --------  -------  --------  -------- --------- ------- --------  ------
  Total real estate loans ...    143,508      81.1%    123,412    94.2%   108,518     93.8%   103,379   93.7%   98,347   93.0%
                               =========     ======   ========  =======  ========  ======== ========= ======= ========  ======

Other loans:
   Secured by deposits ......      2,191       1.2%      2,720     2.1%     2,525      2.2%     2,280    2.1%    3,081    2.9%
   Other consumer loans .....     16,455       9.3%      3,971     3.0%     4,356      3.7%     4,586    4.2%    4,298    4.1%
   Commercial loans .........     14,943       8.4%        946     0.7%       314      0.3%        --      --       --      --
                               ---------     ------   --------  -------  --------  -------- --------- ------- --------  ------
     Total other loans ......     33,589      18.9%      7,637     5.8%     7,195      6.2%     6,866    6.3%    7,379    7.0%
                               ---------     ------   --------  -------  --------  ------------------ ------- --------  ------
                                 177,097     100.0%    131,049   100.0%   115,713    100.0%   110,245  100.0%  105,726  100.0%
                                             ======             =======            ========           =======           ======

Less:Undisbursed portion
   of mortgage loans               5,230                 1,187              1,903               1,180            2,019
     Loans held for sale             928
     Allowance for loan
       losses ...............        923                   708                278                 258              237
                               ---------              --------           --------            --------         --------
   Total ....................   $170,016              $129,154           $113,532            $108,807         $103,470
                               =========              ========           ========            ========         ========
</TABLE>
_________________

                                         3


<PAGE>

(1)  Consists of loans secured by first liens on residential lots and loans
     secured by first mortgages on commercial real property.

         Loan Maturity Schedule. The following table sets forth certain
information at December 31, 2001 regarding the dollar amount of loans maturing
in the portfolio based on their contractual maturity, dates. Demand loans, loans
having no stated schedule of repayments and no stated maturity, and overdrafts
are reported as due in one year or less.

<TABLE>
<CAPTION>
                                                                    Due after     Due after 5  Due after 10
                                                                    3 through 5   through 10    through 15    Due after 15
                                     Due during the year ending     years after   years after   years after    years after
                                            December 31,            December 31,  December 31, December 31,   December 31,
                                    -------------------------------
                                     2002       2003       2004         2001          2001        2001          2001         Total
                                     ----       ----       ----         ----          ----        ----          ----         -----
                                                                           (In thousands)
<S>                                <C>        <C>        <C>        <C>            <C>         <C>          <C>            <C>
One-to-four family residential ... $  4,479   $    580   $    551   $     1,511    $    9,848  $   22,845   $   77,184     $ 116,998
Multi-family residential .........      - -        - -        - -           - -           - -       1,156        1,292         2,448
Construction .....................    4,821        507        - -           289           - -         - -          - -         5,617
Non-residential ..................      612        140        222           362         3,306       6,619        7,184        18,445
Other ............................    5,139      1,848      2,138        11,225         5,704       5,768        1,767        33,589
                                   --------   --------   --------   -----------    ----------  -----------  ------------   ---------
   Total ......................... $ 15,051   $  3,075   $  2,911   $    13,387    $   18,858  $   36,388   $   87,427     $ 177,097
                                   ========   ========   ========   ===========    ==========  ===========  ============   =========
</TABLE>


         The following table sets forth at December 31, 2001, the dollar amount
of all loans due after December 31, 2002 which had predetermined interest rates
and have floating or adjustable interest rates.

                                            Predetermined         Floating or
                                               Rate            Adjustable Rate
                                         ---------------     -------------------
                                                     (In thousands)
One-to-four family residential ..........   $    11,981         $   100,538
Multi-family residential ................           798               1,650
Construction ............................           796                 ---
Non-residential .........................         3,551              14,282
Other ...................................        18,998               9,452
                                            --------------      ------------
   Total ................................   $    36,124         $   125,922
                                            ==============      ============

         Scheduled contractual principal repayments of loans do not reflect the
actual life of such assets. The average life of loans is substantially less than
their contractual terms because of prepayments. In addition, due-on-sale clauses
on loans generally give the lender the right to declare a loan immediately due
and payable in the event, among other things, that the borrower sells the real
property subject to the mortgage and the loan is not repaid. The average life of
mortgage loans tends to increase when current mortgage loan market rates are
substantially higher than rates on existing mortgage loans and, conversely,
decrease when current mortgage loan market rates are substantially lower than
rates on existing mortgage loans.

         Originations, Purchases and Sales of Loans. The Bank generally has
authority to originate and purchase loans secured by real estate located
throughout the United States. Consistent with its emphasis on being a
community-oriented financial institution, the Bank conducts substantially all of
its lending activities in its market area.

                                       4

<PAGE>

         The following table sets forth certain information with respect to loan
origination activity for the periods indicated.

<TABLE>
<CAPTION>
                                                   Year Ended December 31,
                                          -------------------------------------------
                                              2001           2000           1999
                                              ----           ----           ----
                                 (In thousands)
<S>                                       <C>          <C>                <C>
Loan originations:
   One-to-four family residential ....    $  47,440     $    16,810       $   16,474
   Multi-family residential ..........          368             549              686
   Construction ......................        2,627           1,802            2,470
   Non-residential ...................        9,355           4,213            4,970
   Other .............................       34,037           8,746            5,922
                                          ---------     -----------      -----------
     Total loans originated ..........       93,827          32,120          30,522
                                          ---------     -----------      -----------
Loan principal reductions:
   Loans sold ........................       11,235             ---              ---
   Loan principal repayments .........       41,730          16,498          25,797
                                          ---------     -----------      -----------
Net increase in loan portfolio .......    $  40,862     $    15,622      $    4,725
                                          =========     ===========      ===========
</TABLE>

         Loan originations are derived from a number of sources, including
existing customers, referrals by real estate agents, depositors and borrowers
and advertising, as well as walk-in customers. Solicitation programs consist of
advertisements in local media, in addition to occasional participation in
various community organizations and events. Real estate loans are originated by
the Bank's loan personnel. All of the loan personnel are salaried, and are not
compensated on a commission basis for loans originated. Loan applications are
accepted at any of the Bank's branches.

         Loan Underwriting Policies. Lending activities are subject to written,
non-discriminatory underwriting standards and to loan origination procedures
prescribed by the Board of Directors and its management. Detailed loan
applications are obtained to determine the ability of borrowers to repay, and
the more significant items on these applications are verified through the use of
credit reports, financial statements and confirmations. Loan request exceeding
loan officer limits must be approved by the loan committee. In addition, the
full Board of Directors reviews all loans on a monthly basis.

         Generally, upon receipt of a loan application from a prospective
borrower, a credit report and verifications are ordered to confirm specific
information relating to the loan applicant's employment, income and credit
standing. If a proposed loan is to be secured by a mortgage on real estate, an
appraisal of the real estate is undertaken by an appraiser approved by the Board
of Directors and licensed or certified (as necessary) by the Commonwealth of
Kentucky. In the case of one-to-four family residential mortgage loans, except
when the Bank becomes aware of a particular risk of environmental contamination,
the Bank generally does not obtain a formal environmental report on the real
estate at the time a loan is made. A formal environmental report may be required
in connection with nonresidential real estate loans.

         It is the Bank's policy to record a lien on the real estate securing a
loan and to obtain a title opinion from Kentucky counsel which provides that the
property is free of prior encumbrances and other possible title defects.
Borrowers must also obtain hazard insurance policies prior to closing and, when
the property is in a flood hazard area, pay flood insurance policy premiums.

         The majority of real estate loan applications are underwritten and
closed in accordance with the Bank's own lending guidelines, which generally do
not conform to Federal Home Loan Mortgage Corporation ("FHLMC") and Federal
National Mortgage Association ("FNMA") guidelines. Although such loans may not
be readily saleable in the secondary market, management believes that, if
necessary, such loans may be sold to private investors.

         In June 2001, the Bank began offering a fixed rate loan program with
maturities of 15, 20, and 30 years. These loans are underwritten and closed in
accordance with FHLMC standards. These loans are originated with the intent to
sell them to FHLMC servicing retained. At December 31, 2001, the Bank's loan
servicing portfolio was $3.7 million dollars. At December 31, 2001, the Bank
held $928,000 in fixed rate loans without a commitment but an intent to sell
such loans.

                                       5

<PAGE>

         The Bank is permitted to lend up to 100% of the appraised value of the
real property securing a mortgage loan. The Bank is required by federal
regulations to obtain private mortgage insurance on that portion of the
principal amount of any loan that is greater than 90% of the appraised value of
the property. Under its lending policies, the Bank will originate a one-to-four
family residential mortgage loan for owner-occupied property with a
loan-to-value ratio of up to 95%. For residential properties that are not
owner-occupied, the Bank generally does not lend more than 80% of the appraised
value. For all residential mortgage loans, the Bank may increase its lending
level on a case-by-case basis, provided that the excess amount is insured with
private mortgage insurance.

         Under applicable law, with certain limited exceptions, loans and
extensions of credit outstanding by a savings institution to a person at one
time shall not exceed 15% of the institution's unimpaired capital and surplus.
Loans and extensions of credit fully secured by readily marketable collateral
may comprise an additional 10% of unimpaired capital and surplus. Applicable law
additionally authorizes savings institutions to make loans to one borrower, for
any purpose, in an amount not to exceed the lesser of $30.0 million or 30% of
unimpaired capital and surplus to develop residential housing, provided certain
requirements are satisfied. Under these limits, the Bank's loans to one borrower
were limited to $ 6.0 million at December 31, 2001. At that date, the Bank had
no lending relationships in excess of the loans-to-one-borrower limit. At
December 31, 2001, the Bank's largest lending relationship was $3.4 million. The
loans are to a local real estate developer and his business associate and are
primarily for the development of apartments, the purchase of lots for
residential construction, and construction of one-to-four residential housing.
All loans within this relationship were current and performing in accordance
with their terms at December 31, 2001.

         Interest rates charged by the Bank on loans are affected principally by
competitive factors, the demand for such loans and the supply of funds available
for lending purposes. These factors are, in turn, affected by general economic
conditions, monetary policies of the federal government, including the Federal
Reserve Board, legislative tax policies and government budgetary matters.

         One-to-four Family Residential Lending. The Bank historically has been
and continues to be an originator of one-to-four family residential real estate
loans in its market area. At December 31, 2001, one-to-four family residential
mortgage loans, totaled approximately $ 117.0 million, or 66.1% of the Bank's
loan portfolio. The Bank originated $ 4.7 million in loans that were sold or
will be sold in the secondary market servicing retained.

         The Bank primarily originates residential mortgage loans with
adjustable rates. As of December 31, 2001, 85.6% of one-to-four family mortgage
loans in the Bank's loan portfolio carried adjustable rates. Such loans are
primarily for terms of 25 years, although the Bank does occasionally originate
adjustable rate mortgages for 15, 20 and 30 year terms, in each case amortized
on a monthly basis with principal and interest due each month. The interest
rates on these mortgages are adjusted once per year, with a maximum adjustment
of 1% per adjustment period and a maximum aggregate adjustment of 5% over the
life of the loan. A borrower may also obtain a loan in which the maximum annual
adjustment is 0.5% with a higher initial rate. Prior to August 1, 1997, rate
adjustments on the Bank's adjustable rate loans were indexed to a rate which
adjusted annually based upon changes in an index based on the National Monthly
Median Cost of Funds, plus a margin of 2.75%. Because the National Monthly
Median Cost of Funds is a lagging index, which results in rates changing at a
slower pace than rates generally in the marketplace, the Bank changed to a
one-year Treasury bill constant maturity, which the Bank believes reflects more
current market information and thus allows the Bank to react more quickly to
changes in the interest rate environment. The adjustable rate mortgage loans
offered by the Bank also provide for initial rates of interest below the rates
that would prevail when the index used for repricing is applied. Such initial
rates, also referred to as "teaser rates," often reflect a discount from the
prevailing rate greater than the 1.0% maximum adjustment allowed each year. As a
result, the Bank may not be able to restore the interest rate of a loan with a
teaser rate to its otherwise initial loan rate until at least the second
adjustment period that occurs at the beginning of the third year of the loan.
Further, in a rising interest rate environment, the Bank may not be able to
adjust the interest rate of the loan to the prevailing market rate until an even
later period because of the combination of the teaser discount and the 1%
limitation on annual adjustments.

         The retention of adjustable rate loans in the Bank's portfolio helps
reduce the Bank's exposure to increases in prevailing market interest rates.
However, there are unquantifiable credit risks resulting from potential
increases in costs to borrowers in the event of upward repricing of
adjustable-rate loans. It is possible that during periods of rising interest
rates, the risk of default on adjustable rate loans may increase due to
increases in interest costs to borrowers. Further, although adjustable rate
loans allow the Bank to increase the sensitivity of its interest-earning

                                       6

<PAGE>

assets to changes in interest rates, the extent of this interest sensitivity is
limited by the initial fixed-rate period before the first adjustment and the
lifetime interest rate adjustment limitations. This risk is heightened by the
Bank's practice of offering its adjustable rate mortgages with a discount to its
initial interest rate that is greater than the annual increase in interest rates
allowed under the terms of the loan. Accordingly, there can be no assurance that
yields on the Bank's adjustable rate loans will fully adjust to compensate for
increases in the Bank's cost of funds. Finally, adjustable rate loans increase
the Bank's exposure to decreases in prevailing market interest rates, although
the 1% limitation on annual decreases in the loans' interest rates tend to
offset this effect.

         The Bank also originates, to a limited extent, fixed-rate loans for
terms of 15 years. Such loans are secured by first mortgages on one-to-four
family, owner-occupied residential real property located in the Bank's market
area. Because of the Bank's policy to mitigate its exposure to interest rate
risk through the use of adjustable rate rather than fixed rate products, the
Bank does not emphasize fixed-rate mortgage loans. At December 31, 2001, 16.4%
of the Bank's loan portfolio, consisted of fixed-rate mortgage loans. To further
reduce its interest rate risk associated with such loans, the Bank may rely upon
Federal Home Loan Bank ("FHLB") advances with similar maturities to fund such
loans. See "-- Deposit Activity and Other Sources of Funds -- Borrowing."

         Neither the fixed rate or the adjustable rate residential mortgage
loans held in the Bank's portfolio are originated in conformity with secondary
market guidelines issued by FHLMC or FNMA. As a result, such loans may not be
readily saleable in the secondary market to institutional purchasers. However,
such loans may still be sold to private investors whose investment strategies do
not depend upon loans that satisfy FHLMC or FNMA criteria. Further, given its
high liquidity, the Bank does not currently view loan sales as a necessary
funding source.

         Construction Lending. The Bank engages in construction lending
involving loans to individuals for construction of one-to four- family
residential housing located within the Bank's market area, with such loans
converting to permanent financing upon completion of construction. Such loans
are generally made to individuals for construction primarily in established
subdivisions within the Bank's market area. The Bank mitigates its risk with
construction loans by imposing a maximum loan-to-value ratio of 95% for homes
that will be owner-occupied and 80% for homes being built on a speculative
basis. At December 31, 2001, the Bank's loan portfolio included $5.6 million of
loans secured by properties under construction, including construction/permanent
loans structured to become permanent loans upon the completion of construction
and interim construction loans structured to be repaid in full upon completion
of construction and receipt of permanent financing.

         The Bank also makes loans to qualified builders for the construction of
one-to-four family residential housing located in established subdivisions in
the Bank's market area. Because such homes are intended for resale, such loans
are generally not converted to permanent financing at the Bank. All construction
loans are secured by a first lien on the property under construction.

         Loan proceeds are disbursed in increments as construction progresses
and as inspections warrant. Construction/permanent loans may have adjustable or
fixed interest rates and are underwritten in accordance with the same terms and
requirements as the Bank's permanent mortgages. Such loans generally provide for
disbursement in stages during a construction period of up to six months, during
which period the borrower is required to make payments of interest only. The
permanent loans are typically 30-year adjustable rate loans, with the same terms
and conditions otherwise offered by the Bank. Monthly payments of principal and
interest commence the month following the date the loan is converted to
permanent financing. Borrowers must satisfy all credit requirements that would
apply to the Bank's permanent mortgage loan financing prior to receiving
construction financing for the subject property.

         Construction financing generally is considered to involve a higher
degree of risk of loss than long-term financing on improved, occupied real
estate. Risk of loss on a construction loan is dependent largely upon the
accuracy of the initial estimate of the property's value at completion of
construction or development and the estimated cost (including interest) of
construction. During the construction phase, a number of factors could result in
delays and cost overruns. If the estimate of construction costs proves to be
inaccurate, the Bank may be confronted at or prior to the maturity of the loan,
with a project having a value which is insufficient to assure full repayment.
The ability of a developer to sell developed lots or completed dwelling units
will depend on, among other things, demand, pricing, availability of comparable
properties and economic conditions. The Bank has sought to minimize this risk by
limiting construction lending to qualified borrowers in the Bank's market area,
by requiring the involvement of qualified builders, and by limiting the
aggregate amount of outstanding construction loans.

                                       7

<PAGE>

         Multi-Family Residential and Non-Residential Real Estate Lending. The
Bank's multi-family residential loan portfolio consists of adjustable rate loans
secured by real estate. At December 31, 2001, the Bank had $2.4 million of
multi-family residential loans, which amounted to 1.4% of the Bank's loan
portfolio at such date. The Bank's non-residential real estate portfolio
generally consists of adjustable rate loans secured by first mortgages on
residential lots and rental property. In each case, such property is located in
the Bank's market area. At December 31, 2001, the Bank had approximately $18.4
million of such loans, which comprised 10.4% of its loan portfolio. Multi-family
residential real estate loans are underwritten with loan-to-value ratios up to
80% of the appraised value of the property. Non-residential real estate loans
are underwritten with loan-to-value ratios up to 65% of the appraised value for
raw land and 75% for land development loans.

         Multi-family residential and non-residential real estate lending
entails significant additional risks as compared with one-to-four family
residential property lending. Multi-family residential and commercial real
estate loans typically involve larger loan balances to single borrowers or
groups of related borrowers. The payment experience on such loans typically is
dependent on the successful operation of the real estate project, retail
establishment or business. These risks can be significantly impacted by supply
and demand conditions in the market for the office, retail and residential
space, and, as such, may be subject to a greater extent to adverse conditions in
the economy generally. To minimize these risks, the Bank generally limits itself
to its market area or to borrowers with which it has prior experience or who are
otherwise known to the Bank. It has been the Bank's policy to obtain annual
financial statements of the business of the borrower or the project for which
multi-family residential real estate or commercial real estate loans are made.

         Consumer Lending. The consumer loans currently in the Bank's loan
portfolio consist of loans secured by savings deposits and other consumer loans.
Savings deposit loans are usually made for up to 90% of the depositor's savings
account balance. The interest rate is approximately 2.0% above the rate paid on
such deposit account serving as collateral, and the account must be pledged as
collateral to secure the loan. Interest generally is billed on a quarterly
basis. At December 31, 2001, loans on deposit accounts totaled $ 2.2 million, or
1.2% of the Bank's loan portfolio. Other consumer loans include automobile
loans, the amount and terms of which are determined by the loan committee, and
home equity and home improvement loans, which are made for up to 95% of the
value of the property but require private mortgage insurance on 100% of the
value of the property.

         Consumer loans may entail greater credit risk than do residential
mortgage loans, particularly in the case of consumer loans that are unsecured or
are secured by rapidly depreciable assets, such as automobiles. In such cases,
any repossessed collateral for a defaulted consumer loan may not provide an
adequate source of repayment of the outstanding loan balance as a result of the
greater likelihood of damage, loss or depreciation. In addition, consumer loan
collections are dependent on the borrower's continuing financial stability, and
therefore are more likely to be affected by adverse personal circumstances.
Furthermore, the application of various federal and state laws, including
bankruptcy and insolvency laws, may limit the amount which can be recovered on
such loans. At December 31, 2001, there were $12,000 in consumer loans
delinquent 90 days or more. There can be no assurance that delinquencies will
not increase in the future, particularly in light of the Bank's decision to
increase its efforts to originate a higher volume and greater variety of
consumer loans.

         Commercial Lending. The Bank originates commercial loans on a secured
and, to a lesser extent, unsecured basis. At December 31, 2001, the Bank's
commercial loans amounted to $ 14.9 million, or 8.4% of the Bank's loan
portfolio. The Bank's commercial loans generally are secured by corporate
assets. In addition, the Bank generally obtains guarantees from the principals
of the borrower with respect to all commercial loans. At December 31, 2001,
there were $149,000 in commercial loans delinquent 90 days or more.

Non-performing Loans and Other Problem Assets

         The Bank's non-performing loans totaled 0.32% of total loans at
December 31, 2001. Loans are placed on a non-accrual status when the loan is
past due in excess of 90 days and collection of principal and interest is
doubtful. The Bank places a high priority on contacting customers by telephone
as a primary method of determining the status of delinquent loans and the action
necessary to resolve any payment problem. The Bank's management performs quality
reviews of problem assets to determine the necessity of establishing additional
loss reserves.

                                        8

<PAGE>

     Real estate acquired by the Bank as a result of foreclosure is classified
as real estate owned until such time as it is sold. The Bank generally tries to
sell the property at a price no less than its net book value. However, it will
consider slight discounts to the appraised value to expedite the return of the
funds to an earning status. When such property is acquired, it is recorded at
its fair value less estimated costs of sale. Any required write-down of the loan
to its appraised fair market value upon foreclosure is charged against the
allowance for loan losses. Subsequent to foreclosure, in accordance with
generally accepted accounting principles, a valuation allowance is established
if the carrying value of the property exceeds its fair value net of related
selling expenses.

     The following table sets forth information with respect to the Bank's
non-performing assets at the dates indicated. No loans were recorded as
restructured loans within the meaning of SFAS No. 15 at the dates indicated.

                                                 At December 31,
                                ------------------------------------------------
                                 2001       2000     1999       1998      1997
                                 ----       ----     ----       ----      ----
                                            (Dollars in thousands)
Accruing loans which are
 contractually past due 90
 days or more:
 Residential real estate....   $   330   $   371   $    51   $    268   $   140
 Non-residential real estate        60        63        --         --        --
 Consumer ..................        12        --         7         19        23
                               -------   -------   -------   --------   -------
   Total ...................   $   402   $   434   $    58   $    287   $   163
                               -------   -------   -------   --------   -------
Non-Accrual Loans

  Commercial                       149        --        --         --        --
                               -------   -------   -------   --------   -------
   Total non-performing
    loans ..................   $   551   $   434   $    58   $    287   $   163
                               =======   =======   =======   ========   =======
Percentage of total loans ..      0.32%     0.34%     0.05%      0.26%     0.16%
                               =======   =======   =======   ========   =======

     At December 31, 2001, the Bank had no loans outstanding which were not
classified as nonaccrual, 90 days past due or restructured where known
information about possible credit problems of borrowers caused management to
have serious concerns as to the ability of the borrowers to comply with present
loan repayment terms and may result in disclosure as nonaccrual, 90 days past
due or restructured. At December 31, 2001, the Bank had no real estate owned.
Also, the Bank had impaired loans, as defined by SFAS 114/118, totaling
$766,000 at December 31, 2001.

     Interest income recognized on nonaccrual loans outstanding at December 31,
2001, would have increased by approximately $17,000 had interest income been
recorded under the original terms of the loan. No interest income on
non-performing loans was included in interest income for the year ended December
31, 2001.

     Federal regulations require savings institutions to classify their assets
on the basis of quality on a regular basis. An asset meeting one of the
classification definitions set forth below may be classified and still be a
performing loan. An asset is classified as substandard if it is determined to be
inadequately protected by the current retained earnings and paying capacity of
the obligor or of the collateral pledged, if any. An asset is classified as
doubtful if full collection is highly questionable or improbable. An asset is
classified as loss if it is considered uncollectible, even if a partial recovery
could be expected in the future. The regulations also provide for a special
mention designation, described as assets which do not currently expose a savings
institution to a sufficient degree of risk to warrant classification but do
possess credit deficiencies or potential weaknesses deserving management's close
attention. Such assets designated as special mention may include non-performing
loans consistent with the above definition. Assets classified as substandard or
doubtful require a savings institution to establish general allowances for loan
losses. If an asset or portion thereof is classified loss, a savings institution
must either establish a specific allowance for loss in the amount of the portion
of the asset-classified loss, or charge off such amount. Federal examiners may
disagree with a savings institution's classifications. If a savings institution
does not agree with an examiner's classification of an asset, it may appeal this
determination to the OTS Regional Director. The Bank regularly reviews its
assets to determine whether any assets require classification or
re-classification. At December 31, 2001, the Bank had $ 713,000 in assets
classified as special mention, $733,000 in assets classified as substandard, no
assets classified as doubtful and 33,000 assets classified as loss. Special
mention assets consist primarily of residential real estate loans secured by
first mortgages. This classification is primarily used by management as a "watch
list" to monitor loans that exhibit any potential deviation in performance from
the contractual terms of the loan.

                                        9

<PAGE>

         Allowance for Loan Losses. In originating loans, the Bank recognizes
that credit losses will be experienced and that the risk of loss will vary with,
among other things, the type of loan being made, the creditworthiness of the
borrower over the term of the loan, general economic conditions and, in the case
of a secured loan, the quality of the security for the loan. It is management's
policy to maintain an adequate allowance for loan losses based on, among other
things, the Bank's and the industry's historical loan loss experience,
evaluation of economic conditions, regular reviews of delinquencies and loan
portfolio quality and evolving standards imposed by federal bank examiners. The
Bank increases its allowance for loan losses by charging provisions for possible
loan losses against the Bank's income.

         Management will continue to actively monitor the Bank's asset quality
and allowance for loan losses. Management will charge off loans and properties
acquired in settlement of loans against the allowances for losses on such loans
and such properties when appropriate and will provide specific loss allowances
when necessary. Although management believes it uses the best information
available to make determinations with respect to the allowances for losses and
believes such allowances are adequate, future adjustments may be necessary if
economic conditions differ substantially from the economic conditions in the
assumptions used in making the initial determinations.

         The Bank's methodology for establishing the allowance for loan losses
takes into consideration probable losses that have been identified in connection
with specific assets as well as losses that have not been identified but can be
expected to occur. Management conducts regular reviews of the Bank's assets and
evaluates the need to establish allowances on the basis of this review.
Allowances are established by the Board of Directors on a quarterly basis based
on an assessment of risk in the Bank's assets taking into consideration the
composition and quality of the portfolio, delinquency trends, current charge-off
and loss experience, loan concentrations, the state of the real estate market,
regulatory reviews conducted in the regulatory examination process and economic
conditions generally. Specific reserves will be provided for individual assets,
or portions of assets, when ultimate collection is considered improbable by
management based on the current payment status of the assets and the fair value
of the security. At the date of foreclosure or other repossession, the Bank
would transfer the property to real estate acquired in settlement of loans
initially at the lower of cost or estimated fair value and subsequently at the
lower of book value or fair value less estimated selling costs. Any portion of
the outstanding loan balance in excess of fair value less estimated selling
costs would be charged off against the allowance for loan losses. If, upon
ultimate disposition of the property, net sales proceeds exceed the net carrying
value of the property, a gain on sale of real estate would be recorded.

         Banking regulatory agencies, including the OTS, have adopted a policy
statement regarding maintenance of an adequate allowance for loan and lease
losses and an effective loan review system. This policy includes an arithmetic
formula for determining the reasonableness of an institution's allowance for
loan loss estimate compared to the average loss experience of the industry as a
whole. Examiners will review an institution's allowance for loan losses and
compare it against the sum of: (i) 50% of the portfolio that is classified
doubtful; (ii) 15% of the portfolio that is classified as substandard; and (iii)
for the portions of the portfolio that have not been classified (including those
loans designated as special mention), estimated credit losses over the upcoming
12 months given the facts and circumstances as of the evaluation date. This
amount is considered neither a "floor" nor a "safe harbor" of the level of
allowance for loan losses an institution should maintain, but examiners will
view a shortfall relative to the amount as an indication that they should review
management's policy on allocating these allowances to determine whether it is
reasonable based on all relevant factors.

                                       10

<PAGE>

         The following table sets forth an analysis of the Bank's allowance for
loan losses for the periods indicated.

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                                  ----------------------------------------------------------------
                                                      2001         2000          1999        1998         1997
                                                      ----         ----          ----        ----         ----
                                                                       (Dollars in thousands)
<S>                                               <C>            <C>            <C>         <C>         <C>
Balance at beginning of period .................  $     708      $   278        $   257     $   236     $   217

Loans charged off:
   Real estate mortgage:
   Residential .................................         (7)          (1)            --          --          --
                                                  ----------     --------       -------     -------     -------
Total charge-offs ..............................         (7)          (1)            --          --          --
                                                  ----------     --------       -------     -------     -------

Recoveries .....................................                      --             --          --          --
                                                  ----------     -------        -------     -------     -------

Net loans charged off ..........................         (7)          (1)            --          --          --
                                                  ----------     --------       -------     -------     -------

Provision for loan losses ......................  $     222      $   431        $    21     $    21     $    19
                                                  ----------     --------       -------     -------     -------
Balance at end of period .......................  $     923      $   708        $   278     $   257     $   236
                                                  ----------     --------       =======     =======     =======

Ratio of net charge-offs to average loans
   outstanding during the period ...............     0.0005%      0.0008%             0%          0%          0%
                                                  -------------  ==========     =========   =========   =========
</TABLE>

         The following table sets forth the breakdown of the allowance for loan
losses by loan category at the dates indicated. Management believes that the
allowance can be allocated by category only on an approximate basis. The
allocation of the allowance to each category is not necessarily indicative of
future losses and does not restrict the use of the allowance to absorb losses in
any category.

<TABLE>
<CAPTION>
                                                                       At December 31,
                              ------------------------------------------------------------------------------------------------------
                                        2001                       2000                    1999                        1998
                              -------------------------    ---------------------- ------------------------    ----------------------
                                        Loans in Each                Percent of               Percent of                 Percent of
                                          Percent of                  Loans in                 Loans in                   Loans in
                                        Loans in Each                   Each                     Each                       Each
                                         Category to                Category to              Category to                Category to
                              Amount     Total Loans      Amount    Total Loans    Amount    Total Loans      Amount    Total Loans
                              ------     -----------      ------    -----------    ------    -----------      ------    -----------
                                                 (Dollars in thousands)
<S>                           <C>       <C>             <C>           <C>          <C>       <C>              <C>       <C>
One-to-four family .......... $   138         66.0%     $     71        71.1%      $  130         76.3%       $  135        80.6%
Construction ................      50          3.2%          106         4.4%           5          4.9%            7         4.2%
Multi-family residential ....      60          1.4%          106         2.2%           8          1.9%            6         1.4%
Non-residential .............     210         10.4%          177        16.5%          85         10.7%           71         7.5%
Secured by deposits .........      --           --%           --         2.1%          --          2.2%           --         2.1%
Other consumer loans ........     465         17.8%          248         3.7%          50          4.0%           38         4.2%
                              -------   -----------     --------                   ------    -----------      ------    ---------
   Total allowance for
     loan losses ............ $   923        100.0%     $    708       100.0%      $  278        100.0%       $  257       100.0%
                              =======   ===========     ========       ======      ======    ===========      ======    =========

<CAPTION>
                                              At December 31, 1997
                                   ---------------------------------------------
                                                 Percent of Loans in Each
                                     Amount       Category to Total Loans
                                     ------       -----------------------
                                           (Dollars in thousands)
<S> <C>
One-to-four family ...............       $   185                 78.7%
Construction .....................             6                  4.9%
Multi-family residential .........            12                  2.2%
Non-residential ..................            19                  7.2%
Secured by deposits ..............            --                  2.9%
Other consumer loans .............            14                  4.1%
                                         -------                ------
   Total allowance for
     loan losses .................       $   236                100.0%
                                         =======                ======
</TABLE>

                                       11

<PAGE>

Investment Activities

         The Bank makes investments in order to maintain the levels of liquid
assets required by regulatory authorities and manage cash flow, diversify its
assets, obtain yield and to satisfy certain requirements for favorable tax
treatment. The investment activities of the Company and the Bank consist
primarily of investments in Agency Securities and Mortgage-Backed Securities.
Typical investments include federally sponsored agency mortgage pass-through and
federally sponsored agency and mortgage-related securities. Investment and
aggregate investment limitations and credit quality parameters of each class of
investment are prescribed in the Bank's investment policy. The Company and the
Bank perform analyses on mortgage-related securities prior to purchase and on an
ongoing basis to determine the impact on earnings and market value under various
interest rate and prepayment conditions. Securities purchases must be approved
by the Bank's President. The Board of Directors reviews all securities
transactions on a monthly basis.

         The principal objective of the investment policy is to earn as high a
rate of return as possible, but to consider also financial or credit risk,
liquidity risk and interest rate risk.

         At December 31, 2001, securities with an amortized cost of $ 100.5
million and an approximate market value of $ 100.5 million were classified as
available for sale. Management presently does not intend to sell such securities
and, based on the current liquidity level and the access to borrowings through
the FHLB of Cincinnati, management currently does not anticipate that the
Company or the Bank will be placed in a position of having to sell securities
with material unrealized losses.

         Securities designated as "held to maturity" are those assets which the
Company or the Bank has both the ability and the intent to hold to maturity.
Upon acquisition, securities are classified as to the Company's or the Bank's
intent, and a sale would only be affected due to deteriorating investment
quality. The held to maturity investment portfolio is not used for speculative
purposes and is carried at amortized cost. In the event securities are sold from
this portfolio for other than credit quality reasons, all securities within the
investment portfolio with matching characteristics may be reclassified as assets
available for sale. Securities designated as "available for sale" are those
assets which the Company or the Bank may not hold to maturity and thus are
carried at market value with unrealized gains or losses, net of tax effect,
recognized in stockholders' equity.

         Mortgage-Backed and Related Securities. Mortgage-backed securities
represent a participation interest in a pool of one-to-four family or
multi-family mortgages, the principal and interest payments on which are passed
from the mortgage originators through intermediaries that pool and repackage the
participation interest in the form of securities to investors such as the Bank.
Such intermediaries may include quasi-governmental agencies such as FHLMC, FNMA
and the Government National Mortgage Association ("GNMA") which guarantee the
payment of principal and interest to investors. Of the $77.4 million
mortgage-backed security portfolio at December 31, 2001, approximately $21.7
million were originated through GNMA, approximately $ 23.5 million were
originated through FNMA and approximately $ 32.2 million were originated through
FHLMC. Mortgage-backed securities generally increase the quality of the assets
by virtue of the guarantees that back them, are more liquid than individual
mortgage loans and may be used to collateralize borrowings or other obligations
of the Bank.

         Mortgage-backed securities typically are issued with stated principal
amounts and the securities are backed by pools of mortgages that have loans with
interest rates that are within a range and have similar maturities. The
underlying pool of mortgages can be composed of either fixed-rate or
adjustable-rate mortgage loans. Mortgage-backed securities generally are
referred to as mortgage participation certificates or pass-through certificates.
As a result, the interest rate risk characteristics of the underlying pool of
mortgages, i.e., fixed-rate or adjustable-rate, as well as prepayment risk, are
passed on to the certificate holder. The life of a mortgage-backed pass-through
security is equal to the life of the underlying mortgages.

         The actual maturity of a mortgage-backed security varies, depending on
when the mortgagors prepay or repay the underlying mortgages. Prepayments of the
underlying mortgages may shorten the life of the investment, thereby adversely
affecting its yield to maturity and the related market value of the
mortgage-backed security. The yield is based upon the interest income and the
amortization of the premium or accretion of the discount related to the
mortgage-backed security. Premiums and discounts on mortgage-backed securities
are amortized or accreted over the estimated term of the securities using a
level yield method. The prepayment assumptions used to determine the
amortization period for premiums and discounts can significantly affect the
yield of the mortgage-backed security, and these assumptions are reviewed
periodically to reflect the actual prepayment.

                                       12

<PAGE>

The actual prepayments of the underlying mortgages depend on many factors,
including the type of mortgage, the coupon rate, the age of the mortgages, the
geographical location of the underlying real estate collateralizing the
mortgages and general levels of market interest rates. The difference between
the interest rates on the underlying mortgages and the prevailing mortgage
interest rates is an important determinant in the rate of prepayments. During
periods of falling mortgage interest rates, prepayments generally increase, and,
conversely, during periods of rising mortgage interest rates, prepayments
generally decrease. If the coupon rate of the underlying mortgage significantly
exceeds the prevailing market interest rates offered for mortgage loans,
refinancing generally increases and accelerates the prepayment of the underlying
mortgages. Prepayment experience is more difficult to estimate for
adjustable-rate mortgage-backed securities.

     The following table sets forth the carrying value of the investment
securities at the dates indicated.

                                                    At December 31,
                                         -------------------------------------
                                              2001         2000       1999
                                              ----         ----       ----
                                                    (In thousands)
Securities available for sale:
   FHLB stock ........................   $     2,284  $     2,137  $     1,987
   U. S. government and agency
     securities ......................        21,111       56,166       36,121
   Mortgage-backed securities ........        72,946       25,951       33,300
    Municipal Bonds ..................         4,162          ---          ---
   Other .............................            15           15           15
Securities held to maturity:
   Mortgage-backed securities ........         4,462        7,796        9,958
                                         -----------  -----------  -----------
     Total investment securities .....   $   104,980  $    92,065  $    81,381
                                         ===========  ===========  ===========

     The following table sets forth information in the scheduled maturities,
amortized cost, market values and average yields for U.S. agency securities and
municipal securities in the investment portfolio at December 31, 2001. At such
date, $13.67 million of the agency securities were callable and/or due on or
before March 3, 2004. At December 31, 2001, $3.7 million of municipal securities
were callable between January 2006 and December 2011.

<TABLE>
<CAPTION>
                         One Year or Less   One to Five Years   Five to Ten Years   After Ten Years    Total Investment Portfolio
                         ----------------   -----------------   -----------------  ----------------    --------------------------
                         Carrying Average   Carrying   Average  Carrying  Average  Carrying  Average  Carrying   Market   Average
                          Value    Yield      Value     Yield    Value     Yield    Value     Yield     Value    Value     Yield
                          -----    -----      -----     -----    -----     -----    -----     -----     -----    -----     -----
                                                                 (Dollars in thousands)
<S>                     <C>      <C>        <C>       <C>       <C>        <C>     <C>       <C>      <C>       <C>       <C>
U.S. government and
   agency securities    $  ---      ---%    $ 14,848      5.37% $ 5,106    5.67%   $ 1,157      8.03% $ 21,111  $ 21,111      5.55%
                        ======== =========  ========  ========  =======    ====    =======   =======  ========  ========  ========


Municipal Bonds         $  ---      ---%    $    105      3.11% $   134    4.10%   $ 3,923      4.43% $  4,162  $  4,162      4.43%
                        ======== ========== ========  ========  =======    =====   =======   =======  ========  ========  ========
</TABLE>


Deposit Activity and Other Sources of Funds

     General. Deposits are the primary source of the Bank's funds for lending,
investment activities and general operational purposes. In addition to deposits,
the Bank derives funds from loan principal and interest repayments, maturities
of investment securities and mortgage-backed securities and interest payments
thereon. Although loan repayments are a relatively stable source of funds,
deposit inflows and outflows are significantly influenced by general interest
rates and money market conditions. Borrowings may be used on a short-term basis
to compensate for reductions in the availability of funds, or on a longer term
basis for general corporate purposes. The Bank has access to borrow from the
FHLB of Cincinnati, and the Bank will continue to have access to FHLB of
Cincinnati advances. The Bank may rely upon retail deposits rather than
borrowings as its primary source of funding for future asset growth.

                                       13

<PAGE>

         Deposits. The Bank attracts deposits principally from within its market
area by offering competitive rates on its deposit instruments, including money
market accounts, passbook savings accounts, Individual Retirement Accounts, and
certificates of deposit which range in maturity from three months to five years.
Deposit terms vary according to the minimum balance required, the length of time
the funds must remain on deposit and the interest rate. Maturities, terms,
service fees and withdrawal penalties for its deposit accounts are established
by the Bank on a periodic basis. The Bank reviews its deposit mix and pricing on
a weekly basis. In determining the characteristics of its deposit accounts, the
Bank considers the rates offered by competing institutions, lending and
liquidity requirements, growth goals and federal regulations. The Bank does not
accept brokered deposits.

         The Bank attempts to compete for deposits with other institutions in
its market area by offering competitively priced deposit instruments that are
tailored to the needs of its customers. Additionally, the Bank seeks to meet
customers' needs by providing convenient customer service to the community.
Substantially all of the Bank's depositors are Kentucky residents who reside in
the Bank's market area.

         Savings deposits in the Bank at December 31, 2001 were represented by
the various types of savings programs described below.

<TABLE>
<CAPTION>
                                                                                                               Percentage
  Interest             Minimum                                                Minimun                           of Total
    Rate*                Term                       Category                  Amount           Balance          Deposits
--------------    ----------------      -----------------------------     ---------------    -------------     ---------
                                                                                            (In thousands)
  <S>             <C>                   <C>                               <C>               <C>                <C>
     --%          None                  Non-interest bearing              $     100          $   7,216            3.6%
    0.8%*         None                  Demand/NOW accounts                   1.500             12,419            6.2%
    0.7%          None                  Passbook accounts                        10              9,222            4.6%
    2.1%*         None                  Money market deposit accounts         2,500             32,173           16.0%
                                                                                             ---------          ------
                                                                                                61,030           30.4%
                                                                                             ---------          ------
<CAPTION>

                                        Certificates of Deposit
                                        -----------------------
   <S>            <C>                   <C>                                     <C>                <C>           <C>
   2.0%           3 months or less      Fixed-term, fixed rate                  500             27,777           13.9%
   2.2%           3 to 12 months        Fixed-term, fixed-rate                  500             52,839           26.4%
   2.8%           12 to 24-months       Fixed-term, fixed-rate                  500             40,082           20.0%
   3.9%           24 to 36-months       Fixed-term, fixed-rate                  500              8,911            4.5%
   4.7%           36 to 48-months       Fixed-term, fixed-rate                  500              3,973            2.0%
   5.0%           48 to 60-months       Fixed-term, fixed rate                  500              5,704            2.8%
                                                                                             ---------          ------
                                                                                               139,286           69.6%
                                                                                             ---------          ------
                                                                                             $ 200,316          100.0%
                                                                                             =========          ======
</TABLE>

_______________
* Represents weighted average interest rate.

         The following table sets forth, for the periods indicated, the average
balances and interest rates based on month-end balances for interest-bearing
demand deposits and time deposits.

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                      ------------------------------------------------------------------------------------------------------
                                   2001                                2000                                1999
                      -------------------------------     --------------------------------   -------------------------------
                      Interest-bearing      Time          Interest-bearing      Time           Interest-bearing      Time
                                                                                                                     ----
                      demand deposits     deposits        demand deposits     deposits         demand deposits      deposits
                      ---------------     --------        ---------------     --------         ---------------      --------
                                                               (Dollars in thousands)
<S>                   <C>                 <C>             <C>               <C>               <C>                   <C>
Average
 balance............    $  44,748        $  135,432        $  47,077        $  112,191          $    49,365        $ 103,880
Average
 Rate...............         2.57%             5.58%            2.81%             6.07%                3.14%            5.37%
</TABLE>

                                       14

<PAGE>

     The following table sets forth the change in dollar amount of deposits in
the various types of accounts offered by the Bank between the dates indicated.

<TABLE>
<CAPTION>

                                                         Increase
                               Balance at            (Decrease) from      Balance at                  Increase
                              December 31,    % of      December 31,     December 31,     % of    (Decrease) from
                                                                                                    December 31,
                                  2001      Deposits        2000             2000       Deposits        1999
                                  ----      --------        ----             ----       --------        ----
                                                          (Dollars in thousands)
<S>                           <C>           <C>           <C>          <C>    <C>      <C>
Non-interest bearing .......   $  7,216         3.6%      $  3,388         $  3,828        2.3%       $    884
Demand and NOW accounts ....     12,419         6.2%         2,892            9,527        5.8%            510
Money market ...............     32,173        16.0%         7,458           24,715       14.9%         (5,348)
Passbook savings ...........      9,222         4.6%          (434)           9,656        5.8%           (146)
Other time deposits ........    139,286        69.6%        21,408          117,878       71.2%          8,799
                               --------      ------       --------         --------     ------        --------
   Total ...................   $200,316      $100.0%      $ 34,712         $165,604      100.0%       $  4,699
                               ========      ======       ========         ========      =====        ========
</TABLE>

<TABLE>
<CAPTION>
                                                            Increase
                               Balance at               (Decrease) from      Balance at
                               December 31,     % of       December 31,      December 31,     % of
                                  1999       Deposits          1998             1998        Deposits
                                  ----       --------          ----             ----        --------
<S>                           <C>            <C>        <C>                 <C>             <C>
Non-interest bearing .......  $     2,944         1.8%     $        213     $     2,731          1.8%
Demand and NOW accounts ....        9,017         5.6%              393           8,624          5.6%
Money market ...............       30,063        18.7%             (709)         30,772         19.9%
Passbook savings ...........        9,802         6.1%             (392)         10,194          6.6%
Other time deposits ........      109,079        67.8%            6,584         102,495         66.1%
                              -----------    --------      ------------     -----------    ---------
   Total ...................  $   160,905       100.0%     $      6,089     $   154,816        100.0%
                              ===========    ========      ============     ===========    =========
</TABLE>

     The following table sets forth the time deposits in the Bank classified by
rates at the dates indicated.

<TABLE>
<CAPTION>
                                                        At December 31,
                                      -------------------------------------------------
                                             2001            2000             1999
                                             ----            ----             ----
                                                        (In thousands)
          <S>                         <C>                 <C>             <C>
          1.00 - 2.00% .........          $       95      $      ---      $      ---
          2.01 - 4.00% .........              51,804             125             211
          4.01 - 6.00% .........              57,821          56,670          94,719
          6.01 - 8.00% .........              29,566          61,083          14,149
                                          ----------      ----------      ----------
            Total ..............          $  139,286      $  117,878      $  109,079
                                          ==========      ==========      ==========
</TABLE>

     The following table sets forth the amount and maturities of time deposits
at December 31, 2001.

<TABLE>
<CAPTION>
                                                                   Amount Due
                          ---------------------------------------------------------------------------------
                            Less Than One Year    1-2 Years     2-3 Years      After 3 Years       Total
                            ------------------   ----------    ------------    ------------     ----------
                                                             (In thousands)
<S>                       <C>                    <C>           <C>             <C>              <C>
0.00 - 2.00% ............     $      95          $     ---      $      ---      $      ---      $       95
2.01 - 4.00% ............        38,548             12,820             436             ---          51,804
4.01 - 6.00% ............        21,088             27,062           2,580           7,091          57,821
6.01 - 8.00% ............        20,885                200           5,895           2,586          29,566
                              ---------          ---------      ----------      -----------     ----------
   Total ................     $  80,616          $  40,082      $    8,911      $    9,677      $  139,286
                              =========          =========      ==========      ===========     ==========
</TABLE>

                                       15

<PAGE>

     The following table indicates the amount of the Bank's certificates of
deposit of $100,000 or more by time remaining until maturity as of December 31,
2001.

               Maturity Period                       Certificates of Deposit
-----------------------------------------------     -------------------------
                                                         (In millions)
 Three months or less .......................                $  7.2
 Over three through six months ..............                   1.3
 Over six through 12 months .................                   6.4
 Over 12 months .............................                  10.4
                                                             ------
   Total ....................................                $ 25.3
                                                             ======

     Certificates of deposit at December 31, 2001 included approximately $ 25.3
million of deposits with balances of $100,000 or more, compared to $14.4 million
and $10.4 million at December 31, 2000 and 1999, respectively. Such time
deposits may be risky because their continued presence in the Bank is dependent
partially upon the rates paid by the Bank rather than any customer relationship
and, therefore, may be withdrawn upon maturity if another institution offers
higher interest rates. The Bank may be required to resort to other funding
sources such as borrowings or sales of its securities held available for sale if
the Bank believes that increasing its rates to maintain such deposits would
adversely affect its operating results. At this time, the Bank does not believe
that it will need to significantly increase its deposit rates to maintain such
certificates of deposit and, therefore, does not anticipate resorting to
alternative funding sources. See Note 5 of Notes to Financial Statements.

     The following table sets forth the deposit activities of the Bank for the
periods indicated.

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                           -----------------------------------------------------
                                                  2001            2000             1999
                                                  ----            ----             ----
                                                             (In thousands)
       <S>                                    <C>             <C>              <C>

       Deposits ...........................   $    293,038    $     265,659    $    314,635
       Withdrawals ........................       (267,043)        (268,175)       (314,279)
                                              ------------    -------------    ------------
       Net increase (decrease) before
          interest credited ...............         25,955           (2,516)            356
       Interest credited ..................          8,717            7,215           5,733
                                              ------------    -------------    ------------
       Net increase in savings deposits ...   $     34,712    $       4,699    $      6,089
                                              ============    =============    ============
</TABLE>

     In the unlikely event the Bank is liquidated after the Conversion,
depositors will be entitled to full payment of their deposit accounts prior to
any payment being made to the sole stockholder of the Bank, which is the
Company.

     Borrowings. Savings deposits historically have been the primary source of
funds for the Bank's lending, investments and general operating activities. The
Bank is authorized, however, to use advances from the FHLB of Cincinnati to
supplement its supply of lendable funds and to meet deposit withdrawal
requirements. The FHLB of Cincinnati functions as a central reserve bank
providing credit for savings institutions and certain other member financial
institutions. As a member of the FHLB System, the Bank is required to own stock
in the FHLB of Cincinnati and is authorized to apply for advances. Advances are
pursuant to several different programs, each of which has its own interest rate
and range of maturities. The Bank has entered into a Cash Management Advance
program with FHLB. See Note 6 of Notes to Financial Statements. Advances from
the FHLB of Cincinnati were $38.7 million at December 31, 2001 and are secured
by a blanket security agreement in which the Bank has pledged its 1-4 family
first mortgage loans held in the Bank's loan portfolio.

Subsidiary Activities

     As a federally chartered savings bank, the Bank is permitted to invest an
amount equal to 2% of its assets in subsidiaries, with an additional investment
of 1% of assets where such investment serves primarily community, inner-city and
community development purposes. The Bank does not have any subsidiaries.

                                       16

<PAGE>

Competition

         The Bank faces significant competition both in originating mortgage and
other loans and in attracting deposits. The Bank competes for loans principally
on the basis of interest rates, the types of loans it originates, the deposit
products it offers and the quality of services it provides to borrowers. The
Bank also competes by offering products which are tailored to the local
community. Its competition in originating real estate loans comes primarily from
other savings institutions, commercial banks and mortgage bankers making loans
secured by real estate located in the Bank's market area. Commercial banks,
credit unions and finance companies provide vigorous competition in consumer
lending. Competition may increase as a result of the continuing reduction of
restrictions on the interstate operations of financial institutions.

         The Bank attracts its deposits through its six offices primarily from
the local community. Consequently, competition for deposits is principally from
other savings institutions, commercial banks and brokers in the local community
as well as from credit unions. The Bank competes for deposits and loans by
offering what it believes to be a variety of deposit accounts at competitive
rates, convenient business hours, a commitment to outstanding customer service
and a well-trained staff. The Bank believes it has developed strong
relationships with local realtors and the community in general.

         The Bank is a community and retail-oriented financial institution.
Management considers the Bank's branch network and reputation for financial
strength and quality customer service as its major competitive advantage in
attracting and retaining customers in its market area. A number of the Bank's
competitors have been acquired by statewide/nationwide banking organizations.
While the Bank is subject to competition from other financial institutions which
may have greater financial and marketing resources, management believes the Bank
benefits by its community orientation and its long-standing relationship with
many of its customers.

Employees

         As of December 31, 2001, the Company and the Bank had 52 full-time and
6 part-time employees, none of whom were represented by a collective bargaining
agreement. Management considers the Bank's relationships with its employees to
be good.

Regulation

         General. The Bank is chartered as a federal savings bank under the Home
Owners' Loan Act, as amended (the "HOLA"), which is implemented by regulations
adopted and administered by the OTS. As a federal savings bank, the Bank is
subject to regulation, supervision and regular examination by the OTS. The OTS
also has extensive enforcement authority over all savings institutions and their
holding companies, including the Bank and the Company. Federal banking laws and
regulations control, among other things, the Bank's required reserves,
investments, loans, mergers and consolidations, payment of dividends and other
aspects of the Bank's operations. The deposits of the Bank are insured by the
SAIF administered by the FDIC to the maximum extent provided by law. In
addition, the FDIC has certain regulatory and examination authority over
OTS-regulated savings institutions and may recommend enforcement actions against
savings institutions to the OTS. The supervision and regulation of the Bank is
intended primarily for the protection of the deposit insurance fund and the
Bank's depositors rather than for holders of the Company's stock or for the
Company as the holder of the stock of the Bank.

         As a savings and loan holding company, the Company is registered with
the OTS and subject to OTS regulation and supervision under the HOLA. The
Company also is required to file certain reports with, and otherwise comply with
the rules and regulations of, the Commission under the federal securities laws.

         The following discussion is intended to be a summary of certain
statutes, rules and regulations affecting the Bank and the Company. A number of
other statutes and regulations have an impact on their operations. The following
summary of applicable statutes and regulations does not purport to be complete
and is qualified in its entirety by reference to such statutes and regulations.

                                       17

<PAGE>

         Regulatory Capital. The OTS' capital adequacy regulations require
savings institutions such as the Bank to meet three minimum capital standards: a
"core" capital requirement of 4% of adjusted total assets (or 3% if the
institution is rated Composite 1 under the CAMELS examination rating system), a
"tangible" capital requirement of 1.5% of adjusted total assets, and a
"risk-based" capital requirement of 8% of total risk-based capital to total
risk-weighted assets. In addition, the OTS has adopted regulations imposing
certain restrictions on savings institutions that have a total risk-based
capital ratio of less than 8%, a ratio of Tier 1 capital to risk-weighted assets
of less than 4% or a ratio of Tier 1 capital to total assets of less than 4%.
See Note 13 of Notes to Consolidated Financial Statements.

         Prompt Corrective Regulatory Action. Under the OTS prompt corrective
action regulations, the federal banking regulators are required to take prompt
corrective action in respect of depository institutions that do not meet certain
minimum capital requirements, including a leverage limit and a risk-based
capital requirement. All institutions, regardless of their capital levels, are
restricted from making any capital distribution or paying any management fees
that would cause the institution to become undercapitalized. The federal banking
regulators, including the OTS, have issued regulations that classify insured
depository institutions by capital levels and provide that the applicable agency
will take various prompt corrective actions to resolve the problems of any
institution that fails to satisfy the capital standards.

         Under the joint prompt corrective action regulations, a
"well-capitalized" institution is one that is not subject to any regulatory
order or directive to meet any specific capital level and that has or exceeds
the following capital levels: a total risk-based capital ratio of 10%, a Tier 1
risk-based capital ratio of 6%, and a ratio of Tier 1 capital to total assets
("leverage ratio") of 5%. An "adequately capitalized" institution is one that
does not qualify as "well capitalized" but meets or exceeds the following
capital requirements: a total risk-based capital of 8%, a Tier 1 risk-based
capital ratio of 4%, and a leverage ratio of either (i) 4% or (ii) 3% if the
institution has the highest composite examination rating. An institution not
meeting these criteria is treated as "undercapitalized," "significantly
undercapitalized," or "critically undercapitalized" depending on the extent to
which its capital levels are below these standards. An institution that fails
within any of the three "undercapitalized" categories will be subject to certain
severe regulatory sanctions required by OTS regulations. As of December 31,
2001, the Bank was "well-capitalized" as defined by the regulations.

         Qualified Thrift Lender Test. The HOLA and OTS regulations require all
savings institutions to satisfy one of two Qualified Thrift Lender ("QTL") tests
or to suffer a number of sanctions, including restrictions on activities. A
savings institution must maintain its status as a QTL on a monthly basis in at
least nine out of every 12 months. An initial failure to qualify as a QTL
results in a number of sanctions, including the imposition of certain operating
restrictions and a restriction on obtaining additional advances from its FHLB.
If a savings institution does not requalify under the QTL test within the
three-year period after it fails the QTL test, it would be required to terminate
any activity not permissible for a national bank and repay as promptly as
possible any outstanding advances from its FHLB. In addition, the holding
company of such an institution, such as the Company, would similarly be required
to register as a bank holding company with the Board of Governors of the Federal
Reserve System (the "FRB"). At December 31, 2001, the Bank qualified as a QTL.

         Limitations on Capital Distributions. OTS regulations impose
limitations upon capital distributions by savings institutions, such as cash
dividends, payments to repurchase or otherwise acquire its shares, payments to
stockholders of another institution in a cash-out merger and other distributions
charged against capital. Under the OTS capital distribution regulations, a
savings institution that (i) qualifies for expedited treatment of applications
by maintaining one of the two highest supervisory examination ratings, (ii) will
be at least adequately capitalized after the proposed capital distribution and
(iii) and is not otherwise restricted by applicable law in making capital
distributions may, without prior approval by the OTS, make capital distributions
during a calendar year equal to its net income for such year plus its retained
net income for the preceding two years. Capital distributions in excess of such
amount would require prior OTS approval.

         Under OTS regulations, the Bank would not be permitted to pay dividends
on its capital stock if its regulatory capital would thereby be reduced below
the amount then required for the liquidation account established for the benefit
of certain depositors of the Bank at the time of the Conversion. In addition,
under the prompt corrective action regulations of the OTS, the Bank would be
prohibited from paying dividends if the Bank were classified as
"undercapitalized" under such rules. See "-- Prompt Corrective Regulatory
Action."

                                       18

<PAGE>

         Future earnings of the Bank appropriated to bad debt reserves and
deducted for federal income tax purposes are not available for payment of
dividends or other distributions to the Company without payment of taxes at the
then current tax rate by the Bank on the amount of earnings removed from the
reserves for such distributions.

         Transactions with Affiliates and Insiders. Generally, transactions
between a savings bank or its subsidiaries and its affiliates are required to be
on terms as favorable to the savings bank as transactions with non-affiliates.
In addition, certain of these transactions, such as loans to an affiliate, are
restricted to a percentage of the savings bank's capital. Affiliates of the Bank
include the Company and any company that is under common control with the Bank.
In addition, a savings bank may not lend to any affiliate engaged in activities
not permissible for a bank holding company or acquire the securities of most
affiliates. The OTS has the discretion to treat subsidiaries of savings banks as
affiliates on a case-by-case basis.

         Certain transactions with directors, officers or controlling persons
are also subject to conflict of interest regulations enforced by the OTS. These
conflict of interest regulations and other statutes also impose restrictions on
loans to such persons and their related interests. Among other things, such
loans must generally be made on terms that are substantially the same as for
loans to unaffiliated individuals.

         Reserve Requirements. Pursuant to regulations of the FRB, all
FDIC-insured depository institutions must maintain average daily reserves at
specified levels against their transaction accounts. As of December 31, 2001,
the Bank met these reserve requirements.

         Liquidity Requirements. The Bank is required by OTS regulations to
maintain an average daily balance of liquid assets. The current minimum liquid
asset ratio required by the OTS is 4% of a liquidity base as defined under OTS
regulations. The average daily liquidity ratio of the Bank for the month ended
December 31, 2001 was 54.4%.

         Federal Home Loan Bank System. The FHLB System consists of 12 district
Federal Home Loan Banks subject to supervision and regulation by the Federal
Housing Finance Board ("FHFB"). The Federal Home Loan Banks provide a central
credit facility primarily for member institutions. As a member of the FHLB, the
Bank is required to acquire and hold shares of capital stock in the FHLB in an
amount at least equal to 1% of the aggregate unpaid principal of its home
mortgage loans, home purchase contracts, and similar obligations at the
beginning of each year, or 1/20 of its advances (borrowings) from the FHLB,
whichever is greater. The Bank was in compliance with this requirement, with an
investment in FHLB stock at December 31, 2001 of $ 2.3 million.

Regulation of the Company

         The Company is a unitary savings and loan holding company subject to
OTS regulation, supervision and examination. In addition, the OTS has
enforcement authority over the Company and its non-savings institution
subsidiaries and may restrict or prohibit activities that are determined to
represent a serious risk to the safety, soundness or stability of the Bank or
any other subsidiary savings institution.

         Under the HOLA, a savings and loan holding company is required to
obtain the prior approval of the OTS before acquiring another savings
institution or savings and loan holding company. A savings and loan holding
company may not (i) acquire, with certain exceptions, more than 5% of a
non-subsidiary savings institution or a non-subsidiary savings and loan holding
company; or (ii) acquire or retain control of a depository institution that is
not insured by the FDIC. In addition, while the Bank generally may acquire a
savings institution by merger in any state without restriction by state law, the
Company could acquire control of an additional savings institution in a state
other than Kentucky only if such acquisition is permitted under the laws of the
target institution's home state or in a supervisory acquisition of a failing
institution.

         As a unitary savings and loan holding company, the Company generally is
not subject to activity restrictions. If the Company were to acquire control of
another savings institution as a separate subsidiary, it would become a multiple
savings and loan holding company, and the activities of the Company and any of
its subsidiaries (other than the Bank or any other SAIF-insured savings
institution) would become subject to such restrictions unless such other
institutions each qualify as a QTL and were acquired in a supervisory
acquisition.

                                       19

<PAGE>

         If the Bank fails to QTL test, the Company must obtain the approval of
the OTS prior to continuing after such failure, directly or through its other
subsidiaries, any business activity other than those approved for multiple
savings and loan holding companies or their subsidiaries. In addition, within
one year of such failure the Company would be required to register as, and would
become subject to, the restrictions applicable to the bank holding companies.
The activities authorized for a bank holding company are more limited than are
the activities authorized for a unitary or multiple savings and loan holding
company.

Forward-Looking Statements

         This Annual Report on Form 10-K, including all documents incorporated
herein by reference, contains forward-looking statements. Additional written or
oral forward-looking statements may be made by the Company from time to time in
filings with the Securities and Exchange Commission or otherwise. The words
"believe," "expect," "seek," and "intend" and similar expressions identify
forward-looking statements, which speak only as of the date the statement is
made. Such forward-looking statements are within the meaning of that term in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements may include, but
are not limited to, projections of income or loss, expenditures, acquisitions,
plans for future operations, financing needs or plans relating to services of
the Company, as well as assumptions relating to the foregoing. Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the
forward-looking statements.

         The Company does not undertake, and specifically disclaims, any
obligation to publicly release the results of revisions which may be made to
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.

ITEM 2.  PROPERTIES

         The following table sets forth information regarding the Bank's offices
at December 31, 2001.

<TABLE>
<CAPTION>
                                                                                                       Approximate
                                                                                                    Square Footage of
                                           Year Opened   Owned or Leased     Book Value (1)             Office
                                           -----------   ---------------     --------------             ------
Main Office:                                                                 (In thousands)
<S>                                        <C>                <C>              <C>                       <C>
   2700 Fort Campbell Boulevard
   Hopkinsville, Kentucky 42240 .........     1995            Owned            $    1,823                16,575

Branch Offices:
   Downtown Branch Office
     605 South Virginia Street
     Hopkinsville, Kentucky .............     1997            Owned            $      188                   756
   Murray Branch Office
     7th and Main Streets
     Murray, Kentucky ...................     1969            Owned            $      372                 4,800
   Cadiz Branch Office
     352 Main Street
     Cadiz, Kentucky ....................     1998            Owned            $      383                 2,200
   Elkton Branch Office
     West Main Street
     Elkton, Kentucky ...................     1976            Owned            $      104                 3,400
   Benton Branch Office
     59 Main Street
     Benton, Kentucky ...................     2001            Owned            $      445                 1,100
                                                                               -----------

                                                                               $    3,315
                                                                               ===========
</TABLE>
__________________
(1) Represents the book value of land, building, furniture, fixtures and
equipment owned by the Bank.

                                       20

<PAGE>

ITEM 3.          LEGAL PROCEEDINGS

         From time to time, the Company or the Bank is a party to various legal
proceedings incident to its business. At December 31, 2001, there were no legal
proceedings to which the Company or the Bank was a party, or to which any of
their property was subject, which were expected by management to result in a
material loss to the Company or the Bank. There are no pending regulatory
proceedings to which the Company or the Bank is a party or to which any of their
properties is subject which are currently expected to result in a material loss.

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

         Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

         John E. Peck. Mr. Peck, 37, has served as President and Chief Executive
Officer of the Company and the Bank since July 2000. Prior to that, he was
President and Chief Executive Officer of United Commonwealth Bank and President
of Firstar Bank-Calloway County.

         Boyd M. Clark. Mr. Clark, 56, has served as Senior Vice President --
Loan Administration of the Bank since 1995. Prior to his current position, Mr.
Clark served as First Vice President of the Bank. He has been an employee of the
Bank since 1973. Mr. Clark also serves as Vice President and Secretary of the
Company. From May to July 2000, Mr. Clark served as Acting President of both the
Company and the Bank.

         Michael L. Woolfolk. Mr. Woolfolk, 48, has served as Executive  Vice
President and Chief Operations Officer of the Bank since August 2000. Prior to
that, he was President of Firststar Bank-Marshall County, President and Chief
Executive Officer of Bank of Marshall County and President of Mercantile Bank.

         Billy C. Duvall. Mr. Duvall, 36, has served as Vice President, Chief
Financial Officer and Treasurer of the Company and the Bank since June 1, 2001.
Prior to that, he was an Auditor with Rayburn, Betts & Bates, P.C., independent
public accountants, and a Principal Examiner with the National Credit Union
Administration.

         All officers serve at the discretion of the boards of directors of the
Company or the Bank. There are no known arrangements or understandings between
any officer and any other person pursuant to which he or she was or is to be
selected as an officer.

                                     PART II

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

         The information set forth under the caption "Market and Dividend
Information" in the Company's Annual Report to Stockholders for the year ended
December 31, 2001 (Exhibit No. 13) is incorporated herein by reference.

ITEM 6.          SELECTED FINANCIAL DATA

         The information set forth under the caption "Selected Financial
Information and Other Data" in the Company's Annual Report to Stockholders for
the year ended December 31, 2001 (Exhibit No. 13) is incorporated herein by
reference.

                                       21

<PAGE>

ITEM 7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS

         The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report to Stockholders for the year ended December 31, 2001 (Exhibit No.
13) is incorporated herein by reference.

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Interest Rate
Sensitivity Analysis" in the Company's Annual Report to Stockholders for the
year ended December 31, 2001 (Exhibit No. 13) is incorporated herein by
reference.

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Company's Financial Statements together with the related notes and
the report of Rayburn, Betts & Bates, P.C., independent public accountants, all
as set forth in the Company's Annual Report to Stockholders for the year ended
December 31, 2001 (Exhibit No. 13) are incorporated herein by reference.

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

         The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Change in
Certifying Accountant" in the Company's Annual Report to Stockholders for the
year ended December 31, 2001 (Exhibit No. 13) is incorporated herein by
reference.

                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information regarding directors of the Company is omitted from this
Report as the Company will file a definitive proxy statement within 120 days
after the end of the fiscal year covered by this Form 10-K (the "Proxy
Statement"), and the information to be included therein under "Proposal I --
Election of Directors" is incorporated herein by reference. Information
regarding the executive officers of the Company is included under separate
caption in Part I of this Form 10-K

ITEM 11.        EXECUTIVE COMPENSATION

         Information regarding executive compensation is omitted from this
Report as the Company will file the Proxy Statement, and the information to be
included therein under "Proposal I -- Election of Directors" is incorporated
herein by reference.

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information required by this Item is omitted from this Report as the
Company will file the Proxy Statement, and the information to be included
therein under "Voting Securities and Principal Holders Thereof" and "Proposal I
- Election of Directors" is incorporated herein by reference.

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information required by this Item is omitted from this Report as the
Company will file the Proxy Statement, and the information to be included
therein under "Proposal I -- Election of Directors" is incorporated herein by
reference.

                                     PART IV

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

         (a)(1) The following consolidated financial statements of the Company
included in the Annual Report to

                                       22

<PAGE>

Stockholders for the year ended December 31, 2001, are incorporated herein by
reference in Item 8 of this Report. The remaining information appearing in the
Annual Report to Stockholders is not deemed to be filed as part of this Report,
except as expressly provided herein.

                  1.       Independent Auditors' Report.

                  2.       Consolidated Balance Sheets - December 31, 2001 and
                           2000.

                  3.       Consolidated Statements of Income for the Years Ended
                           December 31, 2001, 2000 and 1999.

                  4.       Consolidated Statements of Comprehensive Income
                           (Loss) for the Years Ended December 31, 2001, 2000
                           and 1999.

                  5.       Consolidated  Statements of Changes in Stockholders'
                           Equity for the Years Ended December 31, 2001, 2000
                           and 1999.

                  6.       Consolidated Statements of Cash Flows for the Years
                           Ended December 31, 2001, 2000 and 1999.

                  7.       Notes to Consolidated Financial Statements.

         (a)(2) All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.

         (a)(3) The following exhibits either are filed as part of this Report
or are incorporated herein by reference:

                  Exhibit No. 2. Plan of Conversion of Hopkinsville Federal
                                 ------------------------------------------
                  Saving Bank. Incorporated herein by reference to Exhibit
                  -----------
                  No. 2 to Registrant's Registration Statement on Form S-1
                  (File No. 333-30215).

                  Exhibit No. 3.1. Certificate of Incorporation. Incorporated
                                   ----------------------------
                  herein by reference to Exhibit No. 3.1 to Registrant's
                  Registration Statement on Form S-1 (File No. 333-30215).

                  Exhibit No. 3.2. Bylaws. Incorporated herein by reference to
                                   ------
                  Exhibit No. 3.2 to Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1998.

                  Exhibit No. 10.1. Employment Agreement by and between
                                    -----------------------------------
                  Hopkinsville Federal Savings Bank and Boyd M. Clark.
                  ---------------------------------------------------
                  Incorporated herein by reference to Exhibit No. 10.1 to
                  Registrant's Registration Statement on Form S-1 (File No.
                  333-30215).

                  Exhibit No. 10.2. Employment Agreement by and between HopFed
                                    ------------------------------------------
                  Bancorp, Inc. and Boyd M. Clark. Incorporated herein by
                  -------------------------------
                  reference to Exhibit No. 10.2 to Registrant's Registration
                  Statement on Form S-1 (File No. 333-30215).

                  Exhibit No. 10.3. Employment Agreement Amendment by and
                                    -------------------------------------
                  between Hopkinsville Federal Savings Bank and Boyd M. Clark.
                  -----------------------------------------------------------
                  Incorporated herein by reference to Exhibit No. 10.3 to
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998.

                  Exhibit No. 10.4. Employment Agreement Amendment by and
                                    -------------------------------------
                  between HopFed Bancorp, Inc. and Boyd M. Clark. Incorporated
                  ----------------------------------------------
                  herein by reference to Exhibit 10.4 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1998.

                  Exhibit No. 10.5. HopFed Bancorp, Inc. Management Recognition
                                    -------------------------------------------
                  Plan. Incorporated herein by reference to Exhibit 99.1 to
                  ----
                  Registration Statement on Form S-8 (File No. 333-79391).

                                       23

<PAGE>

                  Exhibit No. 10.6. HopFed Bancorp, Inc. 1999 Stock Option
                                    --------------------------------------
                  Plan. Incorporated herein by reference to Exhibit 99.2 to
                  ----
                  Registration Statement on Form S-8 (File No. 333-79391).

                  Exhibit No. 10.7. Employment Agreement by and between
                                    -----------------------------------
                  Hopkinsville Federal Savings Bank and John E. Peck.
                  --------------------------------------------------
                  Incorporated herein by reference to Exhibit No. 10.2 to
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended June 30, 2000.

                  Exhibit No. 10.8. Employment Agreement by and between HopFed
                                    ------------------------------------------
                  Bancorp, Inc. and John E. Peck. Incorporated herein by
                  ------------------------------
                  reference to Exhibit No. 10.1 to Registrant's Quarterly Report
                  on Form 10-Q for the fiscal quarter ended June 30, 2000.

                  Exhibit No. 10.9. Employment Agreement by and between
                                    -----------------------------------
                  Hopkinsville Federal Savings Bank and Michael L. Woolfolk.
                  ---------------------------------------------------------
                  Incorporated herein by reference to Exhibit No. 10.1 to
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 2000.

                  Exhibit 10.10. HopFed Bancorp, Inc. 2000 Stock Option Plan.
                                 -------------------------------------------
                  Incorporated herein by reference to Exhibit 10.10 to
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000.

                  Exhibit 10.11. Employment Agreement by and between HopFed
                                 ------------------------------------------
                  Bancorp, Inc. and Billy C. Duvall. Incorporated herein
                  ---------------------------------
                  by reference to Exhibit 10.1 to Registrant's Quarterly Report
                  on Form 10-Q for the fiscal quarter ended June 30, 2001.

                  Exhibit 10.12. Employment Agreement by and between
                                 -----------------------------------
                  Hopkinsville Federal Bank and Billy C. Duvall. Incorporated
                  ---------------------------------------------
                  herein by reference to Exhibit 10.2 to Registrant's Quarterly
                  Report on Form 10-Q for the fiscal quarter ended June 30,
                  2001.

                  Exhibit 10.13. Fulton Division Acquisition Agreement by and
                                 --------------------------------------------
                  between Old National Bank and Hopkinsville Federal Bank dated
                  -------------------------------------------------------------
                  as of March 1, 2002. Incorporated herein by reference to
                  ----------- -------
                  Exhibit 10.1 to Registrant's Current Report on Form 8-K dated
                  March 1, 2002.

                  Exhibit No. 13. Annual Report to Stockholders
                                  -----------------------------

                  Except for those portions of the Annual Report to Stockholders
                  for the year ended December 31, 2001, which are expressly
                  incorporated herein by reference, such Annual Report is
                  furnished for the information of the Commission and is not to
                  be deemed "filed" as part of this Report.

                  Exhibit No. 21.  Subsidiaries of the Registrant.
                                   ------------------------------

                  Exhibit No. 23.1.  Consent of Rayburn, Betts & Bates, P.C.
                                     ---------------------------------------

                  Exhibit No. 23.2   Consent of York, Neel & Co. - Hopkinsville,
                                     -------------------------------------------
                  LLP
                  ---

         (b)      None.

         (c)      Exhibits to this Form 10-K are attached or incorporated by
                  reference as stated above.

         (d)      None.

                                       24

<PAGE>

                                   SIGNATURES

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

                              HOPFED BANCORP, INC.
                                  (Registrant)



Date:  March 28, 2002         By: /s/ John E. Peck
                                  ----------------------------------------------
                                  John E. Peck
                                  President and
                                  Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated and on the dates indicated.

DATE:    SIGNATURE AND TITLE:


/s/ John E. Peck                                              March 28, 2002
--------------------------------------------
John E. Peck
Director, President and Chief Executive Officer
(Principal Executive Officer)


/s/ Billy C. Duvall                                           March 28, 2002
--------------------------------------------
Billy C. Duvall
Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)


/s/ WD Kelley                                                 March 28, 2002
--------------------------------------------
WD Kelley
Chairman of the Board


/s/ Boyd M. Clark                                             March 28, 2002
--------------------------------------------
Boyd M. Clark
Director, Vice President and Secretary


/s/ Walton G. Ezell                                           March 28, 2002
--------------------------------------------
Walton G. Ezell
Director


/s/ Gilbert E. Lee                                            March 28, 2002
--------------------------------------------
Gilbert E. Lee
Director

                                       25

<PAGE>

/s/ Harry J. Dempsey                                          March 28, 2002
--------------------------------------------
Harry J. Dempsey
Director


/s/ Kerry Harvey                                              March 28, 2002
--------------------------------------------
Kerry Harvey
Director


/s/ Thomas I. Miller                                          March 28, 2002
--------------------------------------------
Thomas I. Miller
Director

                                       26