EXHIBIT 13
                                                                      ----------














                                  ANNUAL REPORT

















<PAGE>

================================================================================
                                TABLE OF CONTENTS
================================================================================


     President's Message..................................................2

     Selected Consolidated Financial Information..........................3

     Management's Discussion and Analysis of Financial
       Condition and Results of Operations................................5

     Independent Auditors' Report........................................17

     Consolidated Financial Statements...................................18

     Stockholder Information.............................................46

     Corporate Information...............................................47





















                                        1
<PAGE>
President's Message
To Our Stockholders


On behalf of the Board of Directors, Officers and Employees of AMB Financial
Corp. (the Company), and its wholly owned subsidiary, American Savings, FSB (the
Bank), I am pleased to present our 2002 Annual Report.

As we enter our 93rd year of serving the financial needs of the people and
businesses in Northwest Indiana we are pleased with our progress in 2002. Our
primary goals are to remain an independent and viable community bank and to take
the necessary steps to increase the value of your investment in our company.

In the last year our total assets grew 5.7% or $8.0 million to $149.6 million.
Total loans increased 1.6% or $1.8 million and our deposits increased 6.9%, or
$7.1 million. The Company had net income of slightly over $1.0 million,
representing $1.21 per diluted share, an increase of $.12. The 2002 return on
average assets was .70%, the return on average equity 8.44%.

During 2002 the Company repurchased 71,400 shares, leaving 789,663 outstanding
as of December 31, 2002. Book value per share increased $1.39 to $15.00.

The Bank expanded and remodeled its space in the Dyer office building in 2002,
consolidating its loan department. We expect to provide increased service and
efficiency with this move.

The stock price of AMB Financial Corp. (AMFC) increased from $9.00 on December
31, 2001 to $14.86 on December 31, 2002, an increase of 65.1%. According to the
Indianapolis Business Journal, AMB Financial Corp. was the 5th best performing
Indiana Stock in 2002.

Our strategy for the coming year continues to emphasize strong growth while
watching the bottom line. I believe that this strategy is in the best interest
of both the Bank and the stockholders.

Our financial performance and our stock performance are available on our web
site at http://www.ambfinancial.com. I urge you to visit our site to view this
information and utilize its other services.

The entire staff of the Bank and the Company appreciates your commitment and
support, and we look forward to a long and profitable relationship.

Sincerely,

/s/ Clement B. Knapp, Jr.
-------------------------
Clement B. Knapp, Jr.
President

                                        2
<PAGE>
                   SELECTED CONSOLIDATED FINANCIAL INFORMATION
                  (Dollars in thousands except per share data)

<TABLE><CAPTION>
                                                                            For the Year Ended December 31
                                                                 ---------------------------------------------------
                                                                   2002       2001       2000       1999       1998
                                                                 -------    -------    -------    -------    -------
<S>                                                              <C>             <C>             <C>             <C>             <C>
     SELECTED OPERATING DATA:

     Total interest income                                       $ 8,847    $ 9,500    $ 9,209    $ 8,252    $ 7,969
     Total interest expense                                        4,477      6,293      5,859      4,904      4,570
                                                                 -------    -------    -------    -------    -------
          Net interest income before provision for loan losses     4,370      3,207      3,350      3,348      3,399
     Provision for loan losses                                       392        152        124        119        102
                                                                 -------    -------    -------    -------    -------
          Net interest income after provision for loan losses      3,978      3,055      3,226      3,229      3,297
                                                                 -------    -------    -------    -------    -------
     Non-interest income:
     Fees and service charges                                        991        780        492        450        450
     Rental income                                                   145        290         47       --         --
     Gain (loss) on sale of securities                                22         85        (64)       116         68
     Unrealized gain (loss) on trading securities                     36         99        122       (124)      (771)
     Gain on sale of deposits                                       --         --         --         --           27
     Gain (loss) on sale of real estate owned                        (28)      --         --           10         (2)
     Loss from investment in joint venture                           (88)      (104)       (93)       (54)       (11)
     Increase in cash surrender value of life insurance              158        156        138        126         93
     Other                                                            99        108         77         88         85
                                                                 -------    -------    -------    -------    -------
            Total non-interest income                              1,335      1,414        719        612        (61)
                                                                 -------    -------    -------    -------    -------
     Non-interest expense:
     Compensation and benefits                                     1,799      1,554      1,411      1,345      1,377
     Office occupancy and equipment expenses                         441        465        366        311        309
     Data processing                                                 485        447        425        398        368
     Federal deposit insurance premiums                               18         18         18         47         45
     Professional fees                                               231        210        173        135        167
     Capital trust securities                                        216      --         --         --         --
     Other                                                           746        651        565        580        613
                                                                 -------    -------    -------    -------    -------
           Total non-interest expense                              3,936      3,345      2,958      2,816      2,879
                                                                 -------    -------    -------    -------    -------
     Income before income taxes                                    1,377      1,124        987      1,025        357
     Income tax provision                                            376        223        162        328        152
                                                                 -------    -------    -------    -------    -------
     Net income                                                    1,001        901        825        697        205
                                                                 -------    -------    -------    -------    -------
     Basic earnings per share                                    $  1.28    $  1.11    $  0.93    $  0.64    $  0.16
     Diluted earnings per share                                  $  1.21    $  1.09    $  0.93    $  0.64    $  0.16
     </TABLE>

                                        3
<PAGE>

                   SELECTED CONSOLIDATED FINANCIAL INFORMATION
                             (Dollars in thousands)

<TABLE><CAPTION>
                                                                                       At December 31,
                                                           ------------------------------------------------------------------------
                                                             2002            2001            2000            1999            1998
                                                           --------        --------        --------        --------        --------
SELECTED FINANCIAL DATA:
------------------------
<S>                                                        <C>             <C>             <C>             <C>             <C>
Total assets                                               $149,672        $141,648        $135,699        $127,786        $116,913
Loans receivable, net                                       114,318         112,513         112,482         105,910          89,762
Investment securities and interest bearing deposits          15,892          11,518           6,637           8,013          13,359
Mortgage-backed securities                                    2,643           3,023           3,424           1,868           2,649
Trading securities                                              566             583             936           1,909           2,394
Deposits                                                    109,331         102,210          89,712          88,945          78,997
Borrowed funds                                               21,224          25,042          32,368          26,009          23,074
Guaranteed preferred beneficial interest in
  junior subordinated debentures                              5,000            --              --              --              --
Stockholder's equity                                         11,846          11,717          11,499          11,539          13,413
</TABLE>

<TABLE><CAPTION>
                                                                  At or For the Year Ended December 31,
                                                        --------------------------------------------------------
                                                        2002         2001         2000         1999         1998
                                                        ----         ----         ----         ----         ----
SELECTED FINANCIAL RATIOS AND OTHER DATA:
-----------------------------------------
<S>                                                     <C>          <C>          <C>          <C>          <C>
Return on average assets                                0.70 %       0.65 %       0.63 %       0.58 %       0.18 %
Return on average stockholders' equity                  8.44         7.99         7.47         5.68         1.46
Average stockholders' equity to
   average assets                                       8.33         8.07         8.44        10.14        12.61
Stockholders' equity to total assets                    7.91         8.27         8.47         9.03        11.47
Interest rate spread during period                      3.17         2.46         2.55         2.70         2.86
Net interest margin                                     3.30         2.53         2.75         2.98         3.29
Operating expenses to average assets                    2.76         2.40         2.26         2.33         2.59
Efficiency ratio (1)                                   68.99        72.65        72.61        71.11        87.41
Non-performing assets to total assets                   0.79         1.02         0.80         0.73         0.43
Allowance for loan losses to non-
   performing loans                                    78.24        60.99        64.43        63.62       104.87
Allowance for loan losses to loans
   receivable, net (2)                                  0.73         0.68         0.62         0.55         0.56
Ratio of  average interest-earning
assets to average interest-bearing liabilities         1.04x        1.01x        1.04x        1.06x        1.10x
Number of full-service offices                             3            3            3            3            3
</TABLE>

(1)  Non-interest expense divided by net-interest income plus other income
     except for gains and losses on investments available for sale.
(2)  Loans include loans, net, excluding the allowance for loan losses

                                        4
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

GENERAL AMB Financial Corp. (the "Company") is the thrift holding company for
American Savings FSB, (the "Bank"), a federally chartered savings bank.
Collectively, the Holding Company and the Bank are referred to herein as the
"Company."

The Company's primary market area consists of the northwest portion of Lake
County, Indiana. Business is conducted from its main office at 8230 Hohman
Avenue, Munster, Indiana, as well as two full-service banking offices located in
Dyer, and Hammond, Indiana. The Bank is a community-oriented savings institution
whose business primarily consists of accepting deposits from customers within
its market area and investing those funds in mortgage loans secured by
one-to-four-family residences. To a lesser extent, funds are invested in
commercial real estate, consumer, commercial business, construction,
multi-family and land loans. The Company also invests in mortgage-backed and
other investment securities.

The Company's results of operations are primarily dependent on net interest
income, which is the difference between the interest income on its
interest-earning assets, such as loans and securities, and the interest expense
on its interest-bearing liabilities, such as deposits and borrowings and to a
lesser degree, non-interest income and non-interest expense. Net interest income
depends upon the volume of interest-earning assets and interest-bearing
liabilities and the interest rate earned or paid on them, respectively.
Non-interest income primarily consists of service charges, rental income, fees
on deposits and loan products and securities gains or losses. The Company's
non-interest expenses primarily consist of employee compensation and benefits,
occupancy and equipment expenses, data processing service fees, federal deposit
insurance premiums, and other operating expenses.

The Company's results of operations are also affected by general economic
conditions, the monetary and fiscal policies of Federal agencies and the
policies of agencies that regulate financial institutions. Future changes in
applicable laws, regulations or government policies may have a material impact
on the Company. Lending activities are influenced by the demand for real estate
loans and other types of loans, competition among lenders, the level of interest
rates and the availability of funds. Deposit flows and costs of funds are
influenced by prevailing market interest rates (including rates on non-deposit
investment alternatives), account maturities, and the levels of personal income
and savings in the Company's market area.

OPERATING STRATEGY. The Company's basic mission is to maintain its focus as
independent, community-oriented financial institution-serving customers in its
primary market area. The Board of Directors has sought to accomplish this
mission through an operating strategy designed to maintain capital in excess of
regulatory requirements and manage, to the extent practical, the Company's loan
delinquencies and vulnerability to changes in interest rates. The key components
of the Company's operating strategy are to: (i) focus its lending operations on
the origination of loans secured by one-to-four-family residential real estate;
(ii) supplement its one-to-four-family residential lending activities with
commercial real estate, commercial business, consumer, construction,
multi-family and land loans; (iii) augment its lending activities with
investments in purchased loans, mortgage-backed and other securities; (iv)
emphasize adjustable rate and/or short and medium duration assets when market
conditions permit (v) build and maintain its regular savings, transaction, money
market and club accounts; and (vi) increase, at a managed pace, to the extent
practicable, the volume of the Company's assets and liabilities.

Management and the Board of Directors of the Company have sought to enhance
shareholder value by using excess capital to repurchase outstanding shares when
business and market conditions warrant.

FORWARD-LOOKING STATEMENTS. When used throughout this document, the words or
phrases "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "projected," or similar expressions are intended to
identify "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties
                                        5
<PAGE>

including changes in economic conditions in the Bank's market area, changes in
policies by regulatory agencies, fluctuations in interest rates, demand for
loans and real estate values in the Bank's market area and competition, that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected. Factors listed above could affect the
Company's financial performance and could cause actual results for future
periods to differ materially from any statements expressed with respect to
future periods.

The Company does not undertake, and specifically disclaims any obligation to
publicly revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.

Analysis of Financial Condition. Total assets of the Company were $149.6 million
at December 31, 2002, an increase of $8.0 million, or 5.7% from $141.6 million
at December 31, 2001. The increase is primarily due to increases in cash and
interest-bearing deposits, investment securities and loans receivable offset by
a decline in mortgage-backed securities, funded by an increase in deposit
balances and the issuance of trust preferred securities.

Cash and short term investments increased by $3.4 million to $12.4 million at
December 31, 2002 from a combined $9.0 million at December 31, 2001. This
increase reflects the effect of continued declining interest rates during the
year resulting in prepayments of loans and mortgage-backed securities. In
addition, the Company has not yet fully deployed the proceeds of the $5.0
million trust preferred securities offering which occurred during the year. The
Company expects to redeploy this excess cash in loan production or investment
securities, as the opportunities arise, or to repay matured borrowings as they
come due.

Investment securities available for sale increased by $2.3 million to $5.8
million at December 31, 2002. The increase is due to purchases of agency and
corporate debt securities of $6.0 million offset by maturities and call
redemptions of $3.7 million. The increased investment securities purchase
activity in the current year is due, in part, to the additional proceeds
received from the Company's issuance of trust preferred securities during the
first quarter of 2002. Gross unrealized gains in the available for sale
portfolio were $119,000 at December 31, 2002 compared to gross unrealized gains
of $91,000 at December 31, 2001.

Trading securities declined by $17,000 to $566,000 at December 31, 2002. The
decrease is attributable to stock sales in the amount of $53,000 offset by an
increase in unrealized gains in the portfolio of $36,000.

Mortgage-backed securities available for sale decreased by $380,000 to $2.6
million at December 31, 2002. The decrease is due to prepayments and
amortization of $1.4 million offset by purchases of $1.0 million. Gross
unrealized gains in the available for sale portfolio were $130,000 at December
31, 2002 compared to gross unrealized gains of $124,000 at December 31, 2001.

The balance of loans receivable at December 31, 2002 amounted to $114.3 million,
compared to $112.5 million at December 31, 2001, an increase of $1.8 million.
The Bank originated both residential and non-residential loans of $35.8 million
and purchased loans totaling $11.3 million during the year ended December 31,
2002, compared to $29.9 million of originations and $10.5 million of purchases
during the prior year. The higher loan origination volume was primarily due to
continued mortgage refinance activity as interest rates have decreased during
the year to historical lows. Offsetting originations and purchases were
amortization and prepayments totaling $44.8 million and $40.2 million for the
years ended December 31, 2002 and 2001.

The allowance for loan losses totaled $838,000, and increase of $72,000 from the
balance at December 31, 2001. The Bank's allowance for loan losses to total
loans receivable was .73% at December 31, 2002, compared to .68% at December 31,
2001. Non-performing loans decreased to $1.1 million, or .94% of total loans
receivable at December 31, 2002, compared to $1.3 million, or 1.13% of total
loans receivable at December 31, 2001. The ratio of allowance for loan losses to
non-performing loans was 78.2% at December 31, 2002 compared to 61.0% at
December 31, 2001.

                                        6
<PAGE>
Deposits increased $7.1 million to $109.3 million at December 31, 2002. The
increase was due entirely to an increase in core deposit accounts, primarily
money market accounts. At December 31, 2002, the Bank's core deposits (passbook,
checking and money market accounts) comprised $37.1 million, or 33.9% of
deposits, compared to $30.0 million, or 29.4% of deposits at December 31, 2001.
After consideration of interest of $2.9 million credited to accounts during the
year ended December 31, 2002, actual cash inflows were $4.2 million.

Borrowed money, which consisted of FHLB of Indianapolis advances, decreased
during the year by $3.7 million to $20.3 million at December 31, 2002. At the
same date, there were $5.0 million of FHLB advances maturing over the next
twelve month period at a weighted average rate of 5.34%.

In March 2002, the Company completed an issuance of $5.0 million of trust
preferred securities. The securities were issued by a special purpose business
trust owned by the Company and sold to a pooled investment vehicle. The
securities have a maturity of 30 years and the holders will be entitled to
receive cumulative cash distributions at a variable annual rate, reset
quarterly, equal to three month LIBOR plus 3.60%. In general, the securities
will not be redeemable for five years except in the event of certain special
redemption events.

Total stockholders' equity of the Company increased by $128,000 to $11.8
million, or 7.9% of total assets, at December 31, 2002 compared to $11.7
million, or 8.3% of total assets at December 31, 2001. The increase during the
current year was due to net income of $1.0 million, an increase in net
unrealized gain on securities available for sale in the amount of $21,000 and
normal amortization of ESOP benefits of $158,000 offset by the payment of
dividends on common stock of $190.000 and repurchases of common stock in the
amount of $862,000. The Company intends to continue modest repurchases of stock.

ANALYSIS OF NET INTEREST INCOME. Net interest income represents the difference
between interest earned on interest-earning assets and interest paid on
interest-bearing liabilities. Net interest income is affected by the relative
amounts of interest-earning assets and interest-bearing liabilities, and the
interest rates earned or paid on them.

The following table presents, for the periods indicated, the total dollar
amounts of interest income from average interest-earning assets and the
resultant yields, as well as the interest expense on average interest-bearing
liabilities, expressed both in dollars and rates. No tax equivalent adjustments
were made. All average balances are monthly average balances and include
non-accruing loans. Management does not believe that the use of month-end
balances instead of daily average balances has caused any material differences
in the information presented.









                                        7
<PAGE>

                      ANALYSIS OF NET INTEREST INCOME TABLE
<TABLE><CAPTION>
                                                                          For the Year Ended December 31
                                                                              (Dollars in thousands)
                                         -------------------------------------------------------------------------------------------
                                                        2002                           2001                           2000
                                         -------------------------------------------------------------------------------------------
                                           Average    Interest             Average   Interest             Average   Interest
                                         Outstanding   Earned/   Yield/  Outstanding  Earned/   Yield/  Outstanding  Earned/  Yield/
                                           Balance      Paid      Rate     Balance     Paid      Rate     Balance     Paid     Rate
Assets:
Interest-Earning Assets

<S>                                         <C>        <C>       <C>      <C>         <C>       <C>      <C>        <C>       <C>
   Loans receivable (1)                      113,436    8,132     7.17%    113,450     8,760     7.72%    109,132    8,484     7.77%
   Mortgage-backed securities                  2,513      201     8.00%      3,181       252     7.92%      2,932      209     7.13%
   Investment securities                       6,179      274     4.44%      4,533       218     4.81%      6,077      271     4.46%
   Interest-bearing deposits                   8,593      142     1.65%      4,038       149     3.69%      2,164      130     6.01%
   FHLB stock                                  1,624       98     6.03%      1,624       121     7.45%      1,394      115     8.25%
                                         ---------------------          ---------------------          --------------------
  Total interest-earning assets              132,345    8,847     6.68%    126,826     9,500     7.49%    121,699    9,209     7.57%
                                                     ---------                     ----------                     ---------
   Non-interest earning assets                10,062                        12,831                          9,261
                                         ----------------               -----------                    -----------
Total Assets                                 142,407                       139,657                        130,960
                                         ============                   ===========                    ===========

Liabilities and stockholders equity:
Interest-Bearing Liabilities
  Passbook accounts                           16,815      334     1.99%     14,432       393     2.72%     14,745      402     2.73%
  Demand and NOW accounts                     18,432      303     1.64%     12,088       230     1.90%     11,151      217     1.95%
  Certificate accounts                        70,225    2,656     3.78%     71,288     4,129     5.79%     66,504    3,757     5.65%
                                         ---------------------          ---------------------          --------------------
  Total deposits                             105,472    3,293     3.12%     97,808     4,752     4.86%     92,400    4,376     4.74%
  Borrowings                                  22,214    1,184     5.33%     27,309     1,541     5.64%     24,398    1,483     6.08%
                                         ---------------------          ---------------------          --------------------
  Total interest-bearing liabilities         127,686    4,477     3.51%    125,117     6,293     5.03%    116,798    5,859     5.02%
                                                     ---------                     ----------                     ---------
  Non-interest liabilities                     2,853                         3,270                          3,129
                                         ------------                   -----------                    -----------
Total liabilities                            130,539                       128,387                        119,927
Stockholders equity                           11,868                        11,270                         11,033
                                         ------------                   -----------                    -----------
Total liabilities and stockholders
 equity                                      142,407                       139,657                        130,960
                                         ============                   ===========                    ===========

Net interest income /
    net interest rate spread                            4,370     3.17%                3,207     2.46%               3,350     2.55%
                                                     ===================           ====================           ==================

Net interest-earning assets /
     net interest margin                       4,659              3.30%      1,709               2.53%     $4,901              2.75%
                                         ============         =====================          =====================         =========

Ratio of interest-earning assets
     to interest bearing liabilities           1.04x                         1.01x                          1.04x
                                         ============                   ===========                    ===========
</TABLE>

(1) Calculated net of loans in process, deferred yield adjustments and allowance
    for loan losses.

                                        8
<PAGE>
The table below presents the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest bearing
liabilities have affected the Company's interest income and interest expense
during the period indicated. Information is provided in each category with
respect to (i) changes attributable to changes in rate (changes in rate
multiplied by prior volume), (ii) changes attributable to changes in volume
(changes in volume multiplied by prior rate), (iii) changes attributable to the
combined impact of volume and rate (changes in the rate multiplied by the
changes in the volume), and (iv) the net change. The changes attributable to the
combined impact of volume and rate have been allocated proportionately to the
changes due to volume and the changes due to rate.

                             INTEREST VOLUME CHANGE
<TABLE><CAPTION>
                                                           For the Year Ended December 31,
                                                           -------------------------------

                                      2002 Compared to 2001                              2001 Compared to 2000
                                    Increase (Decrease) Due to                         Increase (Decrease) Due to
                                    --------------------------                         --------------------------
                                                               Rate/                                           Rate/
                                      Rate        Volume      Volume        Net       Rate        Volume      Volume       Net
                                    --------------------------------------------    --------------------------------------------
                                                                        (Dollars in thousands)
<S>                                 <C>             <C>    <C>         <C>        <C>         <C>       <C>      <C>
Interest-earning assets:
Loans receivable, net               $   (627)         (1)       --          (628)        (58)        336          (2)        276
Mortgage-backed securities                 2         (53)       --           (51)         23          18           2          43
Investment securities                    (17)         79          (6)         56          21         (69)         (5)        (53)
Interest-bearing deposit                 (82)        168         (93)         (7)        (50)        112         (43)         19
FHLB Stock                               (23)       --          --           (23)        (11)         19          (2)          6
                                    --------    --------    --------    --------    --------    --------    --------    --------
      Totals                        $   (747)        193         (99)       (653)        (75)        416         (50)        291
                                    ========    ========    ========    ========    ========    ========    ========    ========

Interest-bearing liabilities:
Passbook accounts                   $   (106)         65         (18)        (59)       --            (9)       --            (9)
Demand and Now accounts                  (31)        120         (16)         73          (5)         18        --            13
Certificate accounts                  (1,433)        (61)         21      (1,473)         95         270           7         372
Borrowed funds                           (85)       (288)         16        (357)       (106)        177         (13)         58
                                    --------    --------    --------    --------    --------    --------    --------    --------
     Totals                         $ (1,655)       (164)          3      (1,816)        (16)        456          (6)        434
                                    ========    ========    ========    ========    ========    ========    ========    ========

Net change in net interest income                                       $   1163                                        $   (143)
                                                                        ========                                        ========
</TABLE>


                                        9
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001.

NET INCOME. The Company reported net income of $1.0 million, or $1.28 basic
earnings per share and $1.21 diluted earnings per share, for the year ended
December 31, 2002, compared to net income of $901,000, or $1.11 basic earnings
per share and $1.09 diluted earnings per share, for the year ended December 31,
2001. The return on average stockholders' equity improved to 8.44% during the
year ended December 31,2002, compared to 7.99% for the year ended December 31,
2001. Return on average assets improved to .70% for the year ended December 31,
2002, compared to .65% for the year ended December 31, 2001. Increased earnings
were primarily attributable to higher net interest income, due to an improved
net interest margin and increased balance of interest earning assets. The net
interest margin increased in 2002 to 3.30% from 2.53% during 2001. The Company's
margin increased primarily due to substantially lower interest rates paid on all
deposit products as well as the effects of including interest expense on the
trust preferred securities as non-interest expense.

INTEREST INCOME. Total interest income decreased $653,000, or 6.9% for the year
ended December 31, 2002 compared to the year ended December 31, 2001. Of this
decrease, $628,000 is attributable to interest earned on loans receivable. The
Bank's average yield on loans receivable decline by 55 basis points over the
prior year while the average balance of loans receivable remained stable. The
decline in the average rate was due to the impact of declining interest rates
and the downward repricing of the Company's loan portfolio since last year, as
lower interest rates have increased loan prepayments, and driven down new
origination rates. Interest income on mortgage-backed securities decreased by
$51,000 due to a decline of $668,000 in the average balance primarily due to
normal prepayments offset by an 8 basis point increase in average yield. The
$56,000 increase in interest income on investment securities was due to a $1.6
million increase in the average balance to $6.2 million, primarily from
purchases occurring during 2002, offset by a 37 basis point decline in average
yield. The $7,000 decrease in interest income on interest-bearing deposits for
the year ended December 31, 2002 was due to a decline in the average yield of
204 basis points as short term interest rates declined significantly between the
periods, offset by a $4.6 million increase in the average balance. This increase
in balances was due to the Company's issuance of $5.0 million in trust preferred
securities as well as increased deposit flows during the year and in case of
securities and deposits, higher than normal loan prepayments.

INTEREST EXPENSE. Total interest expense on interest-bearing liabilities
decreased $1.8 million, or 28.9% for the year ended December 31, 2002 compared
to the prior year. For the years ended December 31, 2002 and 2001, the Company's
average interest bearing liabilities were $127.7 million and $125.1 million,
respectively, while the average cost on interest bearing liabilities was 3.51%
and 5.03%. Interest expense on deposits decreased $1.5 million, primarily due to
a 174 basis point decrease in the average cost of deposits offset by a $7.7
million increase in balance of average deposits. The decrease in deposit costs
were primarily due to the downward repricing of certificates of deposit and the
increase that the Company has experienced in low-cost core deposits. Interest on
borrowings decreased $357,000, reflecting a $5.1 million decrease in the average
balance of borrowed funds, primarily advances from the FHLB of Indianapolis, and
a 31 basis point decline in average cost.

PROVISION FOR LOAN LOSSES. A provision for loan losses is recorded as necessary
to maintain a loan loss reserve management considers adequate to provide
coverage for probable losses inherent in the Bank's loan portfolio. In
determining the appropriate level of the allowance for losses on loans,
management considers past and anticipated loss experience, evaluations of real
estate collateral, current and anticipated economic conditions, volume and type
of lending, and the levels of non-performing loans.

The Bank provided $392,000 for loan loss provision in 2002 compared to $152,000
in 2001. Net charge-offs were $320,000 and $87,000 in 2002 and 2001,
respectively. The increased provision in the current year relates to the Bank's
net charge-off of $308,000 of medical lease loans. At December 31, 2002, the
Bank's allowance for loan losses was $838,000, or 78.2% of non-performing loans
and .72% of total loans, compared to $766,000, or 61.0% of non-performing loans
and .66% of total loans.

                                       10
<PAGE>

Included in non-performing loans at December 31, 2002 is a $475,000
non-residential participation loan that is currently in the process of
foreclosure. Management has authorized the establishment of a specific valuation
reserve against this loan in the amount of $219,000. The $219,000 valuation
allowance is included in the above loan loss allowance. Although the Bank
believes it maintains its allowance for loan losses at a level that it considers
to be adequate, there can be no assurance that future losses will not exceed
estimated amounts or that additional provisions for loan losses will not be
required in future periods.

NON-INTEREST INCOME. The Company's non-interest income decreased $80,000 to $1.3
million for the year ended December 31, 2002 compared to $1.4 million for the
year ended December 31, 2001. Declines in gains on trading account securities
and reduced rental income from the Dyer branch office location were partially
offset by increased fee income. Both realized and unrealized gains on trading
account securities was $58,000 for year ended December 31, 2002, compared to
$167,000 for the prior year, a decrease of $109,000. Trading account securities
sales were $75,000 during 2002 resulting in realized gains of $22,000, compared
to $420,000 in sales during 2001, resulting in realized gains of $67,000. In
addition, unrealized gains on market adjustments of these securities was $36,000
for the current year to $100,000 in the prior year.

The Company also recorded reduced rental income of $145,000 due to the
relocation of a major tenant at the Dyer branch office. The Company is currently
utilizing a portion of this space to house lending operations and is in the
process of remodeling the remaining space to lease. These declines were offset
by increased deposit related fee income of $54,000 due to increased minimum
balance and ATM fee charges and increased service fee income of $123,000
resulting from the Company's expansion in the purchase and management of
accounts receivable. At December 31, 2002, the balance of purchased accounts
receivable serviced by the Company stood at $1.9 million compared to $1.3
million at December 31, 2001. In addition, the Company also recorded a loss of
$88,000 during the year ended December 31, 2002 as compared to a loss of
$103,000 reported in the year ago period, related to an investment in a
low-income housing joint venture. As a result of this investment, the Company
recorded an offsetting $140,000 in federal income tax credits during both years
which resulted in the reduction of the Company's effective income tax rate.

NON-INTEREST EXPENSE. The Company's non-interest expense increased $591,000 to
$3.9 million for the year ended December 31, 2002 compared to $3.3 million in
the prior year. The increase resulted primarily from increased staffing costs of
$245,000, due to normal salary and benefit increases, primarily pension benefit
costs and to trust preferred securities expenses of $216,000, which did not
occur in the previous year. Advertising costs increased by $37,000 due to
increased spending related to mortgage and deposit product promotion while data
processing costs increased by $38,000 due to increased transaction activity. In
addition, other operating expenses increased by $58,000, due primarily to higher
insurance costs and a variety of other increased expenses.

INCOME TAXES. The Company recorded a provision for income taxes of $376,000 for
the year ended December 31, 2002, compared to $224,000 for the year ended
December 31, 2001. Both periods were positively impacted by the recognition of
low-income housing tax credits mentioned above provided through an investment in
a limited partnership organized to build, own and operate a 56 unit low-income
housing apartment complex.






                                       11
<PAGE>

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000.


NET INCOME. The Company reported net income of $901,000 for the year ended
December 31, 2001. This compared to net income of $825,000 reported for the year
ended December 31, 2000, representing an increase of $76,000, or 9.2%.

INTEREST INCOME. The Company's total interest income for the year ended December
31, 2001 increased $290,000, or 3.2%, as compared to the year ended December 31,
2000. The increase in interest income was due primarily to an increase in the
average balance of interest earning assets of $5.2 million for the year December
31, 2001, as compared to the year ended December 31, 2000 partially mitigated by
a slight decline in the average rate earned on interest earning assets. The
growth in average balance was primarily attributed to the Company's continued
aggressive lending efforts.

INTEREST EXPENSE. Total interest expense for the year ended December 31, 2001
increased $434,000, or 7.4%, as compared to the year ended December 31, 2000.
This increase was due to an increase in the average balances of deposits and
borrowings outstanding of $8.3 million. The average cost of funds remained
constant during both periods.

PROVISION FOR LOAN LOSSES. The determination of the allowance for loan losses
involves material estimates that are susceptible to significant change in the
near term. The allowance for loan losses is maintained at a level deemed
adequate to provide for probable accrued losses on existing loans. The allowance
is based upon past loss experience and other factors, which, in management's
judgment, deserve current recognition in estimating losses. Such other factors
considered by management include growth and composition of the loan portfolio,
the relationship of the allowance for losses to outstanding loans, and economic
conditions.

A provision for loan losses of $152,000 was recorded during the year ended
December 31, 2001 as compared to $124,000 in the prior year. The provision and
allowance for loan losses were based on an analysis of individual credits, prior
and current loss experience, overall growth in the portfolio, the change in the
portfolio mix and current economic conditions. Management believes that the
total allowance of $766,000 on total loans of $116.9 million at December 31,
2001, is adequate. At December 31, 2001, the Company was aware of no regulatory
directives or suggestions that the Company make additional provisions for losses
on loans.

Non-performing loans at December 31, 2001 increased to $1.3 million, or 1.10% of
net loans receivable, compared to $1.1 million or .97% of net loans receivable
as of December 31, 2000. The increase in non-performing loans from December 31,
2001 relates to additional delinquent one-to-four family mortgage loans secured
by real estate. Included in non-performing loans at December 31, 2001, is a
$463,000 non-residential participation loan that is currently in the process of
foreclosure. At December 31, 2001, management had authorized the establishment
of a specific valuation reserve against this loan in the amount of $70,000.
Although the bank maintains its allowance for loan losses at a level that it
considers to be adequate, there can be no assurance that future losses will not
exceed estimated amounts or that additional provisions for loan losses will not
be required in future periods.

NON-INTEREST INCOME. The Company's non-interest income increased by $696,000 to
$1.4 million for the year ended December 31, 2001 as compared to $719,000
recorded in 2000. The increase in non-interest income is primarily attributable
to an increase in rental income of $243,000 from the Dyer office location
purchase in late 2000, and income from both realized and unrealized gains on
trading securities in the amount of $106,000. In addition, the Company recorded
higher deposit related fee income of $72,000, due in part to increased volumes
of transactions and increased ATM fee charges, increased loan fees and service
charges of $45,000 due to higher loan volumes and an increase of $170,000 from
increased fee income generated from purchased receivables. The Company recorded
a loss of $103,000 during the year ended December 31, 2001, related to an
investment in a low-income housing joint venture. As a result of this
investment, the Company recorded an additional offsetting $140,000 income tax
credit during the year which favorably impacted the Company's effective income
tax rate.

                                       12
<PAGE>

NON-INTEREST EXPENSE. The Company's non-interest expense increased $387,000 to
$3.3 million for the year ended December 31, 2001 from $3.0 million in the prior
year. The increase was primarily attributable to an increase in compensation and
benefits of $143,000 due to normal salary and benefit increases, an increase of
$99,000 in occupancy and equipment expenses related to increased depreciation,
utility and maintenance charges relating to a full year of operating the Dyer
office location, increased data processing costs of $22,000 due to an increase
in volume, fees and added services and an increase in professional fees of
$37,000, due primarily to public company matters.

INCOME TAXES. Income tax expense for the year ended December 31, 2001 increased
by $62,000 to $224,000 compared to $162,000 for the 2000 year. This increase was
primarily attributable to increased income before taxes. Both periods were
positively impacted by the recognition of low-income housing tax credits
mentioned above provided through an investment in a limited partnership
organized to build, own and operate a 56 unit low-income housing apartment
complex.

QUALITATIVE AND QUANTITATIVE DISCLOSURE OF MARKET RISK

The principal objectives of the Company's interest rate risk management
activities are to: (i) define an acceptable level of risk based on the Company's
business focus, operating environment, capital and liquidity requirements, and
performance objectives; (ii) quantify and monitor the amount of interest rate
risk inherent in the asset/liability structure; and (iii) modify the Company's
asset/liability structure, as necessary, to manage interest rate risk and net
interest margins in changing rate environments. Management seeks to manage the
ratio of interest rate sensitive assets to interest rate sensitive liabilities
within specified maturities or repricing periods. The Company does not currently
engage in the use of off-balance sheet derivative instruments to control
interest rate risk and, even though such activity may be permitted with the
approval of the Board of Directors, management does not intend to engage in such
activity in the immediate future.

Notwithstanding the Company's interest rate risk management activities, the
potential for changing interest rates is an uncertainty that could have an
adverse effect on the earnings and net asset value of the Company. When
interest-bearing liabilities mature or reprice more quickly than
interest-earning assets in a given period, a significant increase in market
interest rates could adversely affect net interest income. Similarly, when
interest-earning assets mature or reprice including through prepayments more
quickly than interest-bearing liabilities and net asset value, falling interest
rates could result in a decrease in net interest income and net asset value.
Finally, a flattening of the "yield curve" (i.e., a narrowing of the spread
between long- and short-term interest rates), could adversely impact net
interest income to the extent that the Company's assets have a longer average
term than its liabilities.

In managing the Company's asset/liability position, the Board and management
attempt to manage the Company's interest rate risk while enhancing net interest
margins. However, the Board of Directors continues to believe that the increased
net interest income resulting from a mismatch in the maturity of the Company's
asset and liability portfolios can, during periods of declining or stable
interest rates and periods in which there is a substantial positive difference
between long- and short-term interest rates (i.e., a "positively sloped yield
curve"), can provide high enough returns to justify the increased exposure to
sudden and unexpected increases in interest rates. As a result, the Company's
results of operations and net portfolio values remain significantly vulnerable
to increases in interest rates and to fluctuations in the difference between
long- and short-term interest rates.


                                       13
<PAGE>

Consistent with its asset/liability management philosophy, the Company has taken
several steps to manage its interest rate risk. First, the Company maintains a
portfolio of interest rate sensitive adjustable-rate loans. At December 31,
2002, adjustable-rate or short term (three years or less) loans represented
$35.2 million, or 30.0% of the total loan portfolio. Second, significant
portions of the Company's other debt securities (primarily U.S. Government and
agency securities) are intermediate-term instruments with $5.4 million of such
securities contractually maturing within five years of December 31, 2002. Third,
the Company has a substantial amount of regular savings, transaction, money
market and club accounts, which may be less sensitive to changes in interest
rates than certificate accounts. At December 31, 2002, the Company had $17.6
million of regular savings accounts, $10.0 million of money market accounts and
$9.5 million of NOW, checking and club accounts. Overall, these accounts
comprised 33.9% of the Company's total deposit base. Fourth, most of the
mortgage-backed securities purchased by the Company in recent years have had
adjustable interest rates and/or short or intermediate effective terms to
maturity. Finally, a portion of the Company's recent borrowings have terms to
maturity or call of three years or more. At December 31, 2002 $6.3 million or
31.0% of the Company's borrowings had terms to maturity or call of three years
or more.

One approach used by management to qualify interest rate risk is the net
portfolio value ("NPV") analysis. NPV is generally considered to be the present
value of the difference between expected incoming cash flows on interest-earning
and other assets and expected outgoing cash flows on interest-bearing and other
liabilities. This approach attempts to quantify interest rate risk as the change
in the NPV, which would result from a theoretical 200 basis point (1 basis point
equals .01%) change in market interest rates.

Presented below, as of December 31, 2002, is an analysis of the Bank's interest
rate risk as measured by changes in NPV for instantaneous and sustained parallel
shifts of 100 basis points in market interest rates. As illustrated in the
table, the Bank's NPV is more sensitive to rising rates than declining rates.
From an overall perspective, such difference in sensitivity occurs principally
because, as rates rise, borrowers do not prepay fixed rate loans as quickly as
they do when interest rates are declining. Also, the interest the Bank would pay
on its deposits in the event of a rate increase would increase more rapidly than
the yield on its assets because the Bank's deposits generally have shorter
periods to repricing.

                INTEREST RATE SENSITIVITY OF NET PORTFOLIO VALUE

         Assumed                                            NPV as % of Present
Change in Interest Rates         Net Portfolio Value          Value of Assets
------------------------   ------------------------------   -------------------
     (Basis Points)        $ Amount   $ Change   % Change   % Ratio   Bp Change
     --------------        --------   --------   --------   -------   ---------

          +300              11,834     -3,607        -23      8.05       -197
          +200              13,394     -2,047        -13      8.95       -107
          +100              14,834       -607         -4      9.75        -27
                            15,441                           10.02
          -100              14,947       -494         -3      9.64        -38
          -200                   0          0          0         0          0


Certain assumptions utilized by the OTS in assessing the interest rate risk of
thrift institutions were employed in preparing the preceding table. These
assumptions relate to interest rates, loan prepayment rates, deposit decay
rates, and the market values of certain assets under the various interest rate
scenarios. It was also assumed that delinquency rates would not change as a
result of changes in interest rates


                                       14
<PAGE>

although there can be no assurance that this will be the case. Even if interest
rates change in the designated amounts, there can be no assurance that the
Bank's assets and liabilities would perform as set forth above. In addition, a
change in U.S. Treasury rates in the designated amounts accompanied by a change
in the shape of the Treasury yield curve would cause significantly different
changes to the NPVs indicated above.

Other types of market risk, such as foreign currency exchange risk and commodity
price risk, do not arise in the normal course of the Company's business
activities.

LIQUIDITY AND CAPITAL RESOURCES. The Company's primary sources of funds are
deposits, principal and interest payments on loans and securities and, to a
lesser extent, borrowings and proceeds from the sale of loans and securities.
While maturities and scheduled amortization of loans and securities provide an
indication of the timing of the receipt of funds, other sources of funds such as
loan prepayments and deposit inflows are less predictable due to the effects of
changes in interest rates, economic conditions and competition.

The primary investing activity of the Company is the origination and purchase of
real estate and other loans. During the years ended December 31, 2002, and 2001,
the Company's disbursements for loan originations totaled $35.9 million, and
$29.9 million respectively and loan purchases totaled $11.3 million and $10.5
million respectively.

For the years ended December 31, 2002, and 2001, the Company experienced net
increases in deposits (including the effect of interest credited) of $7.1
million and $12.5 million respectively. There were no FHLB advances in fiscal
2002, and $14.0 million in proceeds from FHLB advances in fiscal 2001. FHLB
advances of $3.7 million and $21.2 million were repaid in fiscal 2002 and 2001
respectively.

The Company may borrow funds from the FHLB of Indianapolis subject to certain
limitations. Based on the level of qualifying collateral available to secure
advances at December 31, 2002, the Company's borrowing limit from the FHLB of
Indianapolis was approximately $59.5 million, with unused borrowing capacity of
$37.6 million at that date.

The Company's most liquid assets are cash and cash equivalents, which include
highly liquid short-term investments (such as money market mutual funds) that
are readily convertible to known amounts of cash. The level of these assets is
dependent on the Company's operating, financing and investing activities during
any given period. At December 31, 2002 and 2001, cash and cash equivalents
totaled $12.4 million and $9.0 million, respectively.

At December 31, 2002, the Company had outstanding loan origination commitments
of $2.5 million, undisbursed loans in process of $2.5 million and approved but
unused lines of credit extended to customers of $5.5 million. The Company
anticipates that it will have sufficient funds available to meet its current
loan origination and other commitments. Certificates of deposit scheduled to
mature in one year or less from December 31, 2002 totaled $46.3 million. Based
on the Company's most recent experience and pricing strategy, management
believes that a significant portion of such deposits will remain with the
Company.

The OTS capital regulations require savings institutions to meet two minimum
capital standards: a 3% leverage (core capital) ratio and an 8% risk-based
capital ratio. The Bank satisfied these minimum capital standards at December
31, 2002 with a leverage capital ratio of 7.58% and a total risk-based capital
ratio of 13.54%. In determining the amount of risk-weighted assets for purposes
of the risk-based capital requirement, a savings institution must compute its
risk-based assets by multiplying its assets and certain off-balance sheet items
by risk-weights, which range from 0% for cash and obligations issued by the
United States Government or its agencies to 100% for consumer and commercial
loans, as assigned by the OTS capital regulations. These capital requirements,
which are applicable to the Bank only, do not consider additional capital held
at the Company level, and require certain adjustments to stockholder's equity to
arrive at the various regulatory capital amounts.

The Bank may not declare or pay cash dividends on or repurchase any of its
shares of common stock if the effect thereof would cause equity to be reduced
below applicable regulatory capital requirements or the

                                       15
<PAGE>

amount required to be maintained for the liquidation account established in
connection with the Conversion. The Bank did not pay a dividend to the Company
during the year ended December 31, 2002 compared to a $100,000 and $220,000
dividend during the years ended December 31, 2001 and 2000. The dividends have
been primarily used by the Company to repurchase common stock for the treasury.
Unlike the Bank, the Company is not subject to OTS regulatory restrictions on
the payment of dividends to its shareholders; however, it is subject to the
requirements of Delaware law. Delaware law generally limits dividends to an
amount equal to the excess of the net assets of the Company (the amount by which
total assets exceed total liabilities) over its statutory capital, or if there
is no such excess, to its profits for the current and/or immediately preceding
fiscal year.

IMPACT OF INFLATION AND CHANGING PRICES.

The consolidated financial statements and related data presented herein have
been prepared in accordance with GAAP, which require the measurement of
financial position and operating results in terms of historical dollars without
considering the changes in the relative purchasing power of money over time due
to inflation. The impact of inflation is reflected in the increased cost of the
Company's operations. Unlike industrial companies, nearly all of the assets and
liabilities of the Company are monetary in nature. As a result, interest rates
have a greater impact on the Company's performance than do the effects of
general levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the price of goods and services.

IMPACT OF NEW ACCOUNTING STANDARDS

In September 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses the financial accounting and
reporting for obligations related to the retirement of tangible long-lived
assets and the related asset retirement costs. The statement is effective for
financial statements issued for fiscal years beginning after June 15, 2002.
Adoption of this statement is not expected to have a material effect on the
Company's consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
This statement rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt, " and an amendment of that Statement, SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
Statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers." This Statement amends SFAS No. 13, "Accounting for Leases," to
eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. This
Statement also amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their applicability
under changed conditions. This Statement is effective for fiscal years beginning
after May 15, 2002. Adoption of this statement is not expected to have a
material effect on the Company's consolidated financial statements.

In September 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." This Statement
is effective for exit or disposal activities that are initiated after December
31, 2002. Adoption of this statement is not expected to have a material effect
on the Company's consolidated financial statements.


                                       16
<PAGE>


                 [Letterhead of COBITZ, VANDENBERG & FENNESSY]

                          INDEPENDENT AUDITORS' REPORT




The Board of Directors
AMB Financial Corp.

         We have audited the consolidated statements of financial condition of
AMB Financial Corp. and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the three years in the period ending December 31, 2002.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of AMB
Financial Corp. and subsidiaries at December 31, 2002 and 2001, and the results
of their operations and their cash flows for each of the three years in the
period ending December 31, 2002, in conformity with generally accepted
accounting principles.

/s/ Cobitz, VandenBerg & Fennessy
--------------------------------------
Cobiz, VandenBerg & Fennessy

January 21, 2003
Palos Hills, Illinois


                                       17
<PAGE>
                               AMB FINANCIAL CORP.
                                AND SUBSIDIARIES

                 Consolidated Statements of Financial Condition
                 ----------------------------------------------
<TABLE><CAPTION>
                                                                                                    DECEMBER 31,
                                                                                           ------------------------------
                                                                                               2002              2001
                                                                                           -------------    -------------
<S>                                                                                        <C>              <C>
     Assets

     Cash and amounts due from depository institutions                                     $   3,848,575        2,552,568
     Interest-bearing deposits                                                                 8,503,927        6,410,091
                                                                                           -------------    -------------
         Total cash and cash equivalents                                                      12,352,502        8,962,659
     Investment securities, available for sale, at fair value (note 2)                         5,764,121        3,483,478
     Trading securities (note 3)                                                                 565,929          583,246
     Mortgage-backed securities, available for sale, at fair value (note 4)                    2,643,219        3,022,898
     Loans receivable (net of allowance for loan losses:
        2002 - $837,859; 2001 - $766,465) (note 5)                                           114,318,331      112,513,396
     Real estate owned                                                                           104,197          190,581
     Investment in limited partnership (note 6)                                                1,042,600        1,130,283
     Stock in Federal Home Loan Bank of Indianapolis                                           1,624,400        1,624,400
     Office properties and equipment - net (note 7)                                            2,425,525        2,176,767
     Accrued interest receivable (note 8)                                                        703,927          688,090
     Prepaid expenses and other assets (note 9)                                                8,126,784        7,272,451
                                                                                           -------------    -------------
         Total assets                                                                        149,671,535      141,648,249
                                                                                           =============    =============

     Liabilities and Stockholders' Equity

     Liabilities:
     Deposits (note 10)                                                                      109,330,981      102,210,145
     Borrowed money (note 11)                                                                 20,296,899       23,955,838
     Note payable                                                                                927,043        1,086,150
     Advance payments by borrowers for taxes and insurance                                       406,372          452,818
     Other liabilities (note 12)                                                               1,864,420        2,225,858
                                                                                           -------------    -------------
         Total liabilities                                                                   132,825,715      129,930,809
                                                                                           -------------    -------------
     Guaranteed preferred beneficial interest in junior
        subordinated debentures (capital trust securities) (note 13)                           5,000,000             --

     Stockholders' Equity:
     Preferred stock, $.01 par value: authorized 100,000 shares; none outstanding                   --               --
     Common stock, $.01 par value: authorized 1,900,000 shares;
        1,686,169 shares- issued and 789,663 shares outstanding at
        December 31, 2002 and 861,063 shares outstanding at December 31, 2001                     16,862           16,862
     Additional paid-in capital                                                               10,932,458       10,864,371
     Retained earnings, substantially restricted                                               9,922,705        9,110,986
     Accumulated other comprehensive income, net of income taxes                                 149,543          128,439
     Treasury stock, at cost (896,506 and 825,106 shares at- December 31, 2002 and 2001)      (8,905,958)      (8,043,498)
     Common stock acquired by Employee Stock Ownership Plan                                     (269,790)        (359,720)
                                                                                           -------------    -------------
         Total stockholders' equity (notes 17 and 18)                                         11,845,820       11,717,440
                                                                                           -------------    -------------
     Commitments and contingencies (notes 19 and 20)

         Total liabilities and stockholders' equity                                        $ 149,671,535      141,648,249
                                                                                           =============    =============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       18
<PAGE>
                               AMB FINANCIAL CORP.
                                AND SUBSIDIARIES

                        Consolidated Statements of Income
                        ---------------------------------
<TABLE><CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                                 -----------------------------------------
                                                                    2002           2001           2000
                                                                 -----------    -----------    -----------
<S>                                                              <C>            <C>            <C>
     Interest income:
       Interest on loans                                         $ 8,131,998      8,759,718      8,484,266
       Interest on mortgage-backed securities                        200,815        252,339        209,354
       Interest on investment securities                             274,428        218,090        270,995
       Interest on interest-bearing deposits                         141,599        149,093        130,199
       Dividends on Federal Home Loan Bank stock                      98,476        120,751        115,020
                                                                 -----------    -----------    -----------
          Total interest income                                    8,847,316      9,499,991      9,209,834
                                                                 -----------    -----------    -----------
     Interest expense:
       Interest on deposits                                        3,293,445      4,751,519      4,376,137
       Interest on borrowings                                      1,183,427      1,541,412      1,483,301
                                                                 -----------    -----------    -----------
          Total interest expense                                   4,476,872      6,292,931      5,859,438
                                                                 -----------    -----------    -----------
          Net interest income before provision for loan losses     4,370,444      3,207,060      3,350,396
     Provision for loan losses (note 5)                              392,027        152,303        124,180
                                                                 -----------    -----------    -----------
          Net interest income after provision for loan losses      3,978,417      3,054,757      3,226,216
                                                                 -----------    -----------    -----------
     Non-interest income:
       Loan fees and service charges                                 184,587        150,884        105,646
       Deposit related fees                                          489,075        435,230        362,708
       Other fee income                                              317,211        193,521         23,411
       Unrealized gain on trading securities - net                    36,120         99,611        121,818
       Gain (loss)on sale of trading securities                       21,563         67,013        (59,404)
       Gain (loss)on sale of investment securities                      --           17,781         (4,676)
       Loss on sale of real estate owned                             (28,114)          --             --
       Rental income                                                 145,550        290,081         46,607
       Loss from limited partnership (note 6)                        (87,683)      (103,489)       (93,228)
       Increase in cash surrender value of life insurance            157,613        155,821        138,388
       Other income                                                   99,063        108,156         77,418
                                                                 -----------    -----------    -----------
          Total non-interest income                                1,334,985      1,414,609        718,688
                                                                 -----------    -----------    -----------
     Non-interest expense:
       Staffing costs (notes 14 and 15)                            1,799,088      1,554,040      1,410,794
       Advertising                                                    93,883         57,073         72,458
       Occupancy and equipment expenses (note 7)                     441,133        464,972        365,742
       Data processing                                               484,709        447,024        424,570
       Professional fees                                             231,027        209,613        172,538
       Federal deposit insurance premiums                             18,290         18,177         18,389
       Loss on disposition of fixed assets                              --             --            7,823
       Capital trust securities (note 13)                            215,996           --             --
       Other                                                         651,918        593,985        485,629
                                                                 -----------    -----------    -----------
          Total non-interest expense                               3,936,044      3,344,884      2,957,943
                                                                 -----------    -----------    -----------
     Income before income taxes                                    1,377,358      1,124,482        986,961
       Income taxes (note 16)                                        376,027        223,591        161,577
                                                                 -----------    -----------    -----------
          Net income                                             $ 1,001,331        900,891        825,384
                                                                 ===========    ===========    ===========

     Earnings per share -
          Basic                                                  $      1.28           1.11            .93
          Diluted                                                $      1.21           1.09            .93

</TABLE>

See accompanying notes to consolidated financial statements.

                                       19
<PAGE>
                               AMB FINANCIAL CORP.
                                AND SUBSIDIARIES

           Consolidated Statements of Changes in Stockholders' Equity
           ----------------------------------------------------------
                       Three Years Ended December 31, 2002
<TABLE><CAPTION>
                                                                    ACCUMULATED                 COMMON       COMMON
                                          ADDITIONAL                   OTHER                    STOCK        STOCK
                               COMMON       PAID-IN     RETAINED   COMPREHENSIVE   TREASURY    ACQUIRED      AWARDED
                                STOCK       CAPITAL     EARNINGS      INCOME        STOCK       BY ESOP       BY RRP       TOTAL
                              ----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                           <C>         <C>          <C>          <C>          <C>          <C>          <C>          <C>
Balance at December 31, 1999  $   16,862   10,793,053    7,780,655      (79,763)  (6,219,684)    (539,580)    (212,274)  11,539,269
                              ----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Comprehensive income:
  Net income                                                            825,384                                             825,384
  Other comprehensive income,
   net of tax:
    Unrealized holding gain
    during the period                                                   148,179                                             148,179
    Less: Reclassification
      adjustment of losses
      included in net income                                                              46                                     46

Total comprehensive income                                 825,384      148,225                                             973,609

Purchase of treasury stock
  (115,500 shares)                                                                (1,046,528)                            (1,046,528)
Amortization of award of
  RRP stock                                                                                                    115,786      115,786
Contribution to fund ESOP loan                 29,191                                              89,930                   119,121
Dividends declared on common
  stock ($.2267 per share)                                             (201,740)                                           (201,740)
3 for 2 stock split related
  to fractional shares                                                     (166)                                               (166)
                              ----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance at December 31, 2000      16,862   10,822,244    8,404,133       68,462   (7,266,212)    (449,650)     (96,488)  11,499,351
                              ----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------

Comprehensive income:
  Net income                                                            900,891                                             900,891
  Other comprehensive income,
   net of tax:
    Unrealized holding gain
    during the period                                                    62,249                                              62,249
    Less: Reclassification
      adjustment of gains
      included in net income                                             (2,272)                                             (2,272)

Total comprehensive income                                 900,891       59,977                                             960,868

Purchase of treasury stock
  (78,412 shares)                                                                   (777,286)                              (777,286)
Amortization of award of
  RRP stock                                                                                                     96,488       96,488
Tax benefit related to
  vested RRP stock                              2,445                                                                         2,445
Contribution to fund
  ESOP loan                                    39,682                                              89,930                   129,612
Dividends declared on common
  stock ($.24 per share)                                               (194,038)                                           (194,038)
                              ----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance at December 31, 2001      16,862   10,864,371    9,110,986      128,439   (8,043,498)    (359,720)          --   11,717,440
                              ----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------

Comprehensive income:
  Net income                                1,001,331                                                                     1,001,331
  Other comprehensive income,
    net of tax:
     Unrealized holding gain
     during the period                                                   21,104                                              21,104

Total comprehensive income                               1,001,331       21,104                                           1,022,435

Purchase of treasury stock
  (71,400 shares)                                                                   (862,460)                              (862,460)
Contribution to fund ESOP loan                 68,087                                              89,930                   158,017
Dividends declared on common
  stock ($.24 per share)                                  (189,612)                                                        (189,612)
                              ----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance at December 31, 2002  $   16,862   10,932,458    9,922,705      149,543   (8,905,958)    (269,790)          --   11,845,820
                              ==========  ===========  ===========  ===========  ===========  ===========  ===========  ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       20
<PAGE>
                               AMB FINANCIAL CORP.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                      -------------------------------------
<TABLE><CAPTION>
                                                                                            YEARS ENDED DECEMBER 31,
                                                                                -----------------------------------------------
                                                                                     2002             2001             2000
                                                                                -------------    -------------    -------------
<S>                                                                             <C>              <C>              <C>
      Cash flows from operating activities:
       Net income                                                               $   1,001,331          900,891          825,384
       Items not requiring (providing) cash:
          Depreciation                                                                183,855          198,641          161,687
          Amortization of cost of stock benefit plans                                  89,930          186,418          205,176
          Amortization of premiums and accretion of discounts                          (9,886)           1,332           28,628
          Net (gain) loss on sale of securities                                       (21,563)         (84,794)          64,080
          Net loss on sale of real estate owned                                        28,114             --               --
          Provision for loan losses                                                   392,027          152,303          124,180
          Loss on disposition of fixed assets                                            --               --              7,823
          Loss from limited partnership                                                87,683          103,489           93,228
          Increase in cash surrender value of life insurance                         (157,613)        (155,821)        (138,388)
          Unrealized gain on trading securities                                       (36,120)         (99,611)        (121,818)
          Proceeds from sale of trading securities                                     75,000          519,537        1,035,588
          Increase in deferred income on loans                                          4,517           11,855           29,786
          Increase (decrease) in accrued and deferred income taxes                    193,527           83,591         (221,423)
          Decrease (increase) in accrued interest receivable                          (15,837)          32,880          (78,859)
          Increase (decrease) in accrued interest payable                             (23,505)         (53,020)          28,025
          Increase in purchased accounts receivable                                  (534,313)      (2,772,656)        (565,673)
          Increase in deferred compensation                                            88,915           83,360           84,123
          Other, net                                                                 (728,765)         448,271          587,698
                                                                                -------------    -------------    -------------
     Net cash provided by (for) operating activities                                  617,297         (443,334)       2,149,245
                                                                                -------------    -------------    -------------
     Cash flows from investing activities:
          Proceeds from sales of investment securities                                   --            519,933        1,530,205
          Proceeds from maturities of investment securities                         3,750,000          500,000             --
          Purchase of investment securities                                        (6,024,382)        (505,390)          (7,925)
          Proceeds from sales of mortgage-backed securities                              --               --            361,625
          Proceeds from repayments of mortgage-backed securities                    1,421,032          947,688          360,007
          Purchase of mortgage-backed securities                                   (1,002,554)        (499,941)      (2,162,287)
          Purchase of Federal Home Loan Bank stock                                       --               --           (240,900)
          Purchase of loans                                                       (11,252,374)     (10,466,840)      (6,807,417)
          Loan disbursements                                                      (35,848,797)     (29,923,793)     (22,749,891)
          Loan repayments                                                          44,795,495       40,158,524       22,830,784
          Proceeds from sale of real estate owned                                     162,467             --               --
          Property and equipment expenditures, net                                   (432,613)        (124,141)      (2,020,910)
                                                                                -------------    -------------    -------------
     Net cash provided by (for) investing activities                               (4,431,726)         606,040       (8,906,709)
                                                                                -------------    -------------    -------------
     Cash flows from financing activities:
          Deposit receipts                                                        234,272,143      196,760,512      190,652,344
          Deposit withdrawals                                                    (230,048,985)    (188,387,383)    (193,656,587)
          Interest credited to deposits                                             2,897,678        4,125,296        3,771,038
          Proceeds from borrowed money                                                   --         14,000,000       20,575,000
          Repayment of borrowed money                                              (3,658,939)     (21,152,296)     (14,142,455)
          Proceeds from notes payable                                                    --               --             48,607
          Repayment of notes payable                                                 (159,107)        (173,938)        (121,843)
          Proceeds from issuance of capital trust securities                        5,000,000             --               --
          Increase (decrease) in advance payments by borrowers for
              taxes and insurance                                                     (46,446)         (15,446)          36,588
          Purchase of treasury stock                                                 (862,460)        (777,286)      (1,046,528)
          Dividends paid on common stock                                             (189,612)        (194,038)        (201,906)
                                                                                -------------    -------------    -------------
     Net cash provided by financing activities                                      7,204,272        4,185,421        5,914,258
                                                                                -------------    -------------    -------------
     Net change in cash and cash equivalents                                        3,389,843        4,348,127         (843,206)
     Cash and cash equivalents at beginning of year                                 8,962,659        4,614,532        5,457,738
                                                                                -------------    -------------    -------------
     Cash and cash equivalents at end of year                                   $  12,352,502        8,962,659        4,614,532
                                                                                =============    =============    =============
     Supplemental disclosure of cash flow information:
          Cash paid during the year for:
             Interest                                                           $   4,500,377        6,345,951        5,831,413
             Income taxes                                                             182,500          140,000          383,000
          Non-cash investing activities:
             Transfer of loans to real estate owned                             $     104,197          190,581             --

</TABLE>

See accompanying notes to consolidated financial statements.

                                       21
<PAGE>
                               AMB FINANCIAL CORP.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

1)   Summary of Significant Accounting Policies
     ------------------------------------------

     AMB Financial Corp. (the "Company") is a Delaware corporation incorporated
     on November 23, 1993 for the purpose of becoming the savings and loan
     holding company for American Savings, FSB (the "Bank"). On March 29, 1996,
     the Bank converted from a mutual to a stock form of ownership, and the
     Company completed its initial public offering, and, with a portion of the
     net proceeds acquired all of the issued and outstanding capital stock of
     the Bank (the "Conversion").

     The accounting and reporting policies of the Company and its subsidiaries
     conform to generally accepted accounting principles and to general practice
     within the thrift industry. The preparation of financial statements in
     conformity with generally accepted accounting principles requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates. The following is a description of the
     more significant policies which the Bank follows in preparing and
     presenting its consolidated financial statements.

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

     The accompanying consolidated financial statements consist of the accounts
     of the Company, and its wholly owned subsidiary, American Savings FSB, the
     Bank's wholly owned subsidiary, NIFCO, Inc. and the wholly owned subsidiary
     of NIFCO, Inc., Ridge Management, Inc. Significant intercompany balances
     and transactions have been eliminated in consolidation.

     Industry Segments
     -----------------

     The Company operates principally in the banking industry through its
     subsidiary bank. As such, substantially all of the Company's revenues, net
     income, identifiable assets and capital expenditures are related to banking
     operations.

                                       22
<PAGE>
1)   Summary of Significant Accounting Policies (continued)
     ------------------------------------------------------

     Investment Securities and Mortgage-Backed Securities, Available for Sale
     ------------------------------------------------------------------------

     Investment securities and mortgage-backed securities available for sale are
     recorded in accordance with Statement of Financial Accounting Standards
     ("SFAS") No. 115 "Accounting for Certain Investments in Debt and Equity
     Securities". SFAS No. 115 requires the use of fair value accounting for
     securities available for sale or trading and retains the use of the
     amortized cost method for investments the Company has the positive intent
     and ability to hold to maturity.

     SFAS No. 115 requires the classification of debt and equity securities into
     one of three categories: held to maturity, available for sale, or trading.
     Held to maturity securities are measured at amortized cost. Unrealized
     gains and losses on trading securities are included in income. Unrealized
     gains and losses on available for sale securities are excluded from income
     and reported net of taxes as a separate component of stockholders' equity.

     The Company has currently designated all of its investment securities and
     mortgage-backed securities as available for sale, and has recorded these
     investments at their current fair values. Unrealized gains and losses are
     recorded in a valuation account which is included, net of income taxes, as
     a separate component of stockholders' equity. Gains and losses on the sale
     of securities are determined using the specific identification method and
     are reflected in earnings when realized.

     Trading Securities
     ------------------

     Trading account securities are carried at fair value, and net unrealized
     gains and losses are reflected in the consolidated statements of income.

     Loans Receivable and Related Fees
     ---------------------------------

     Loans are stated at the principal amount outstanding, net of loans in
     process, deferred yield adjustment and the allowance for losses. Interest
     on loans is credited to income as earned and accrued only if deemed
     collectible. Loans are placed on nonaccrual status when, in the opinion of
     management, the full timely collection of principal or interest is in
     doubt. As a general rule, the accrual of interest is discontinued when
     principal or interest payments become 90 days past due or earlier if
     conditions warrant. When a loan is placed on nonaccrual status, previously
     accrued but unpaid interest is charged against current income.

     Loan origination fees and certain direct loan origination costs are being
     deferred in accordance with SFAS No. 91 "Accounting for Nonrefundable Fees
     and Costs Associated with Originating or Acquiring Loans and Initial Direct
     Costs of Leases". This statement requires that loan origination fees and
     direct loan origination costs for a completed loan be netted and then
     deferred and amortized into interest income as an adjustment of yield over
     the contractual life of the loan.

     The Company has adopted the provisions of SFAS No. 114 "Accounting by
     Creditors for Impairment of a Loan" and SFAS No. 118 "Accounting by
     Creditors for Impairment of a Loan - Income Recognition and Disclosures".
     These statements apply to all loans that are identified for evaluation
     except for large groups of smaller-balance homogeneous loans that are
     collectively evaluated for impairment. These loans include, but are not
     limited to, credit card, residential mortgage and consumer installment
     loans. Of the remaining loans which are evaluated for impairment,
     management has determined that there were no material amounts of loans
     which met the definition of an impaired loan during the years ended
     December 31, 2002 and 2001 and one loan to be evaluated for impairment at
     December 31, 2002.

                                       23
<PAGE>
1)   Summary of Significant Accounting Policies (continued)
     ------------------------------------------------------

     Allowance for Loan Losses
     -------------------------

     The determination of the allowance for loan losses involves material
     estimates that are susceptible to significant change in the near term. The
     allowance for loan losses is maintained at a level adequate to provide for
     losses through charges to operating expense. The allowance is based upon
     past loss experience and other factors which, in management's judgement,
     deserve current recognition in estimating losses. Such other factors
     considered by management include growth and composition of the loan
     portfolio, the relationship of the allowance for losses to outstanding
     loans and economic conditions.

     Management believes that the allowance is adequate. While management uses
     available information to recognize losses on loans, future additions to the
     allowance may be necessary based on changes in economic conditions. In
     addition, various regulatory agencies, as an integral part of their
     examination process, periodically review the Bank's allowance for losses.
     Such agencies may require the Bank to recognize additions to the allowance
     based on their judgements about information available to them at the time
     of their examination.

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

     Real estate acquired through foreclosure or deed in lieu of foreclosure is
     carried at the lower of fair value minus estimated costs to sell or the
     related loan balance at the date of foreclosure. Valuations are
     periodically performed by management and an allowance for loss is
     established by a charge to operations if the carrying value of a property
     exceeds its fair value minus estimated costs to sell.

     Depreciation and Amortization
     -----------------------------

     Depreciation of office properties and equipment is accumulated on the
     straight line basis over estimated lives of the various assets. Useful
     lives are 25 to 40 years for office properties and 3 to 10 years for
     furniture, fixtures and equipment.

     Investment in Limited Partnership
     ---------------------------------

     The investment in limited partnership is recorded using the equity method
     of accounting. Losses due to impairment are recorded when it is determined
     that the investment no longer has the ability to recover its carrying
     amount. The benefits of low income housing tax credits associated with the
     investment are accrued when earned.

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

     The Company files a consolidated federal income tax return with the Bank.
     The provision for federal and state taxes on income is based on earnings
     reported in the financial statements. Deferred income taxes arise from the
     recognition of certain items of income and expense for tax purposes in
     years different from those in which they are recognized in the consolidated
     financial statements. Deferred tax assets and liabilities are recognized
     for the estimated future tax consequences attributable to differences
     between the financial statement carrying amount of existing assets and
     liabilities and their respective tax bases. Deferred tax assets and
     liabilities are measured using tax rates in effect for the year in which
     those temporary differences are expected to be recovered or settled. The
     effect on deferred tax assets and liabilities of a change in tax rates is
     recognized in income for the period that includes the enactment date.

                                       24
<PAGE>
1)   Summary of Significant Accounting Policies (continued)
     ------------------------------------------------------

     Consolidated Statements of Cash Flows
     -------------------------------------

     For the purposes of reporting cash flows, the Company has defined cash and
     cash equivalents to include cash on hand, amounts due from depository
     institutions, interest-bearing deposits in other financial institutions and
     federal funds sold.

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

     Basic earnings per share is computed by dividing net income by the weighted
     average number of shares outstanding for the period. ESOP shares not
     committed to be released are not considered to be outstanding. Stock
     options are regarded as future common stock and are considered in the
     earnings per share calculations, and are the only other adjustments made in
     computing diluted earnings per share.

     Weighted average shares used in calculating earnings per share are
     summarized below.

<TABLE><CAPTION>

                                                                Years  Ended  December 31,
                                                       ---------------------------------------------
                                                          2002             2001             2000
                                                       -----------      -----------      -----------
<S>                                                        <C>              <C>              <C>
     Weighted average number of common shares
         outstanding used in basic EPS calculation         836,716          875,348          966,528
     Reduction for common shares not yet
         released by Employee Stock Ownership Plan         (53,550)         (67,449)         (80,937)
                                                       -----------      -----------      -----------
     Total weighted average common shares
         outstanding for basic computation                 783,166          807,899          885,591
     Add common stock equivalents for shares
         issuable under Stock Option Plans                  41,284           17,319            5,603
                                                       -----------      -----------      -----------
     Weighted average number of shares outstanding
         adjusted for common stock equivalents             824,450          825,218          891,194
                                                       ===========      ===========      ===========

     Net income                                        $ 1,001,331          900,891          825,384
     Basic earnings per share                          $      1.28             1.11              .93
     Diluted earnings per share                        $      1.21             1.09              .93
</TABLE>

     Reclassifications
     -----------------

     Certain 2000 and 2001 amounts have been reclassified to conform with the
     2002 presentation.

                                       25
<PAGE>

2)   Investment Securities, Available for Sale
     -----------------------------------------

     Investment securities available for sale are recorded at fair value in
     accordance with SFAS No. 115. This portfolio is summarized as follows:
<TABLE><CAPTION>
                                                           GROSS         GROSS
                                           AMORTIZED     UNREALIZED    UNREALIZED      FAIR
                                              COST         GAINS         LOSSES        VALUE
                                           ----------    ----------    ----------    ----------
     <S>                                   <C>           <C>           <C>           <C>
     December 31, 2002
     -----------------
     United States Government
       and agency obligations              $4,370,580        82,094            --     4,452,674
     Municipal securities                      99,714         7,543            --       107,257
     Corporate debt securities              1,016,228        12,574            --     1,028,802
     Marketable equity securities             158,463        16,925            --       175,388
                                           ----------    ----------    ----------    ----------
                                           $5,644,985       119,136            --     5,764,121
                                           ==========    ==========    ==========    ==========
     December 31, 2001
     -----------------
     United States Government
       and agency obligations              $3,142,093        79,595            --     3,221,688
     Municipal securities                      99,676         2,560            --       102,236
     Marketable equity securities             151,191         8,363            --       159,554
                                           ----------    ----------    ----------    ----------
                                           $3,392,960        90,518            --     3,483,478
                                           ==========    ==========    ==========    ==========
</TABLE>

     The contractual maturity of the above investments is summarized as follows:
<TABLE><CAPTION>
                                              DECEMBER 31, 2002           DECEMBER 31, 2001
                                           ------------------------    ------------------------
                                           AMORTIZED        FAIR       AMORTIZED        FAIR
     Term to Maturity                         COST          VALUE         COST          VALUE
     ----------------                      ----------    ----------    ----------    ----------
     <S>                                   <C>           <C>           <C>           <C>
     Due in one year or less               $2,502,216     2,533,512       753,147       764,297
     Due after one year through five years  2,884,592     2,947,964     2,388,946     2,457,391
     Due after five years through ten years    99,714       107,257        99,676       102,236
     Marketable equity securities             158,463       175,388       151,191       159,554
                                           ----------    ----------    ----------    ----------
                                           $5,644,985     5,764,121     3,392,960     3,483,478
                                           ==========    ==========    ==========    ==========
</TABLE>

     There were no sales of investment securities, available for sale during the
     year ended December 31, 2002. Proceeds from sales of investment securities
     available for sale during the years ended December 31, 2001 and 2000 were
     $519,933 and $1,530,205 with gross gains of $17,781 and $5,752 and gross
     losses of $-0- and $3,536 realized on those sales. The change in net
     unrealized gains and losses during the current year of $28,618, net of the
     tax effect of $11,447, resulted in a $17,171 credit to stockholders'
     equity.

                                       26
<PAGE>
3)   Trading Securities
     ------------------

     Trading securities are accounted for at their current fair values. Trading
     securities at December 31, 2002 consists of equity securities (common stock
     with a carrying value of $475,928) and debt securities with a carrying
     value of $90,000. The common stock investment at December 31, 2002 is
     pledged as collateral for a revolving line of credit as discussed in Note
     11. Trading securities at December 31, 2001 also consists of equity
     securities (common stock with a carrying value of $483,246) and debt
     securities with a carrying value of $100,000. The adjustment of these
     securities to their current fair values has resulted in a net unrealized
     gain of $36,120, $99,611 and $121,818 for the years ended December 31,
     2002, 2001 and 2000. Proceeds from sales of trading securities during the
     years ended December 31, 2002, 2001 and 2000 were $75,000, $519,537 and
     $1,035,588 with gross gains of $21,563, $67,013 and $15,610 and gross
     losses of $-0-, $-0- and $75,014 realized on those sales.

4)   Mortgage-Backed Securities, Available for Sale
     ----------------------------------------------

     Mortgage-backed securities available for sale are recorded at fair value in
     accordance with SFAS No. 115. This portfolio is summarized as follows:
<TABLE><CAPTION>
                                                           GROSS         GROSS
                                           AMORTIZED     UNREALIZED    UNREALIZED      FAIR
                                              COST         GAINS         LOSSES        VALUE
                                           ----------    ----------    ----------    ----------
     <S>                                   <C>           <C>           <C>           <C>
     December 31, 2002
     -----------------
     Participation Certificates:
      FHLMC - Fixed rate                   $1,564,037        90,901           606     1,654,332
      FNMA  - Adjustable rate                  30,185            --           537        29,648
      FNMA  - Fixed rate                      504,397            --         2,109       502,288
      GNMA  - Fixed rate                      414,497        42,454            --       456,951
                                           ----------    ----------    ----------    ----------
                                           $2,513,116       133,355         3,252     2,643,219
                                           ==========    ==========    ==========    ==========
     Weighted average interest rate             6.50%
                                           ==========

     December 31, 2001
     -----------------
     Participation Certificates:
      FHLMC - Fixed rate                   $2,182,652        85,102         2,360     2,265,394
      FNMA  - Adjustable rate                   32,06            --           570        31,491
      GNMA  - Fixed rate                      684,638        41,375            --       726,013
                                           ----------    ----------    ----------    ----------
                                           $2,899,351       126,477         2,930     3,022,898
                                           ==========    ==========    ==========    ==========
     Weighted average interest rate             7.06%
                                           ==========
</TABLE>

     There were no sales of mortgage-backed securities available for sale during
     the years ended December 31, 2002 and 2001. Proceeds from sales of
     mortgage-backed securities available for sale during the year ended
     December 31, 2000 were $361,625 with gross losses of $6,892 realized on
     those sales. The change in net unrealized gains and losses during the
     current year of $6,556, net of the tax effect of $2,623, resulted in a
     $3,933 credit to stockholders' equity.


                                       27
<PAGE>

5)   Loans Receivable
     ----------------

     Loans receivable are summarized as follows:

                                                       December 31,
                                            --------------------------------
                                                 2002                2001
                                            -------------       -------------
     Mortgage loans:
         One-to-four family                 $  81,792,991          82,583,903
         Multi-family                           3,991,722           3,432,720
         Nonresidential                        10,553,135          11,095,601
         Construction                           5,761,858           2,089,690
         Land                                   1,657,841           1,352,512
                                            -------------       -------------
       Total mortgage loans                   103,757,547         100,554,426
                                            -------------       -------------
     Other loans:
         Loans on deposit accounts                137,326             123,218
         Equity lines of credit                 4,498,608           3,711,140
         Other consumer                         1,605,773           1,570,224
                                            -------------       -------------
       Total other loans                        6,241,707           5,404,582
                                            -------------       -------------
     Commercial business loans                  7,508,286           8,950,880
                                            -------------       -------------
       Total loans receivable                 117,507,540         114,909,888
                                            -------------       -------------
     Less:
         Loans in process                       2,504,772           1,697,729
         Net deferred yield adjustments          (153,422)            (67,702)
         Allowance for loan losses                837,859             766,465
                                            -------------       -------------
     Loans receivable, net                  $ 114,318,331         112,513,396
                                            =============       =============

     Weighted average interest rate                  6.90%               7.36%
                                            =============       =============

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

                                            Years Ended December 31,
                                    ---------------------------------------
                                       2002           2001           2000
                                    ---------      ---------      ---------
     Balance, beginning of year     $ 766,465        701,173        590,701
     Provision for loan losses        392,027        152,303        124,180
     Charge-offs                     (404,363)       (94,851)       (17,422)
     Recoveries                        83,730          7,840          3,714
                                    ---------      ---------      ---------
     Balance, end of year           $ 837,859        766,465        701,173
                                    =========      =========      =========

     Delinquent loans (loans having monthly payments past due ninety days or
     more and non-accruing) at December 31, 2002 and 2001 amounted to
     approximately $1,071,000 and $1,256,000 respectively. As of December 31,
     2002 and 2001, the total investment in impaired loans was $475,000 and
     $463,000 respectively. The impaired loans at these dates were subject to an
     allowance for credit losses of $219,000 and $70,000 respectively, which is
     included in the above loan loss allowance.

     For the years ended December 31, 2002 and 2001, gross interest income which
     would have been recorded had the non-accruing loans been current in
     accordance with their original terms amounted to approximately $61,000 and
     $54,000 respectively.

     Loans to directors and executive officers aggregated approximately $408,000
     and $845,000 at December 31, 2002 and 2001 respectively. Such loans are
     made on substantially the same terms as those for other loan customers.

                                       28
<PAGE>

6)   Investment in Limited Partnership
     ---------------------------------

     The investment in limited partnership of $1,042,600 and $1,130,283 at
     December 31, 2002 and 2001 represents a 39.60% equity in Pedcor Investments
     1997 - XXXI ("Pedcor"), a limited partnership organized to build, own and
     operate a 56 unit apartment complex. The Bank has recorded its equity in
     the losses of Pedcor in the amount of $87,683, $103,489 and $93,228 for the
     years ended December 31, 2002, 2001 and 2000. Condensed financial
     statements for Pedcor are as follows:

                   Condensed Statements of Financial Condition
                   -------------------------------------------

                                                             DECEMBER 31,
                                                      -------------------------
                                                         2002           2001
                                                      ----------     ----------
     Assets
     ------
     Cash                                             $    9,164          8,328
     Property and equipment                            3,732,241      3,832,883
     Land                                                112,000        112,000
     Other                                                50,648         51,986
                                                      ----------     ----------
        Total assets                                   3,904,053      4,005,197
                                                      ==========     ==========

     Liabilities
     -----------
     Notes payable - Bank                                733,885        830,015
     Notes payable - Other                             2,535,233      2,666,389
     Other liabilities                                   198,778        179,344
                                                      ----------     ----------
        Total liabilities                              3,467,896      3,675,748
                                                      ----------     ----------

     Partners' capital                                   436,157        329,449
                                                      ----------     ----------
        Total liabilities and partners' capital       $3,904,053      4,005,197
                                                      ==========     ==========


                                               YEARS ENDED DECEMBER 31,
                                        --------------------------------------
                                           2002          2001          2000
                                        ----------    ----------    ----------
     Condensed statement of operations

     Total revenues                     $  245,735       267,731       269,721
     Total expenses                        467,157       526,279       504,301
                                        ----------    ----------    ----------
        Net loss                        $ (221,422)     (258,548)     (234,580)
                                        ==========    ==========    ==========


                                       29
<PAGE>
7)   Office Properties and Equipment
     -------------------------------

     Office properties and equipment are summarized as follows:

                                                             DECEMBER 31,
                                                     --------------------------
                                                        2002            2001
                                                     ----------      ----------
     Cost:
        Land     - Munster                           $   40,669          40,669
                   Hammond                               33,300          33,300
                   Dyer                                 300,000         300,000
        Building - Munster                              424,704         423,727
                   Hammond                              285,521         285,521
                   Dyer                               1,748,900       1,596,951
        Furniture and equipment                       1,586,324       1,306,637
                                                     ----------      ----------
                                                      4,419,418       3,986,805
                                                     ----------      ----------

     Less accumulated depreciation:
        Building - Munster                              415,293         408,574
                   Hammond                              250,585         240,777
                   Dyer                                 172,942         126,712
        Furniture and equipment                       1,155,073       1,033,975
                                                     ----------      ----------
                                                      1,993,893       1,810,038
                                                     ----------      ----------
         Net book value                              $2,425,525       2,176,767
                                                     ==========      ==========


     Depreciation of office properties and equipment for the years ended
     December 31, 2002, 2001 and 2000 amounted to $183,855, $198,641 and
     $161,687 respectively.

     The Bank owns a three story office building in Dyer, Indiana, which is
     one-third utilized by the Bank as its branch office location. An additional
     one-third of the building is leased to a third party at a current annual
     lease rent of $68,212. This lease commenced on June 1, 2002 and terminates
     May 31, 2007 subject to two five year lease renewal options. The remainder
     of the building is being remodeled for additional leasing options.

8)   Accrued Interest Receivable
     ---------------------------

     Accrued interest receivable is summarized as follows:

                                                            DECEMBER 31,
                                                     --------------------------
                                                        2002            2001
                                                     ----------      ----------
     Investment securities                           $   70,172          42,088
     Mortgage-backed securities                          13,677          17,113
     Loans receivable                                   733,821         694,838
     Allowance for uncollected interest                (113,743)        (65,949)
                                                     ----------      ----------
                                                     $  703,927         688,090
                                                     ==========      ==========


                                       30
<PAGE>

9)   Prepaid Expenses and Other Assets
     ---------------------------------

     Prepaid expenses and other assets consist of the following:

<TABLE><CAPTION>
                                                                        December 31,
                                                                 -------------------------
                                                                    2002           2001
                                                                 ----------     ----------
<S>                                                              <C>            <C>
     Prepaid insurance premiums                                  $   62,754         56,075
     Prepaid pension cost                                           234,496        132,868
     Prepaid federal and state income taxes                              --         80,760
     Prepaid statutory trust preferred fees                         186,445             --
     Other prepaid expenses                                          90,912        102,134
     Cash surrender value of life insurance policies (a)          3,162,721      3,005,108
     Deferred federal and state income tax benefit - net (b)        481,761        535,402
     Purchased accounts receivable (c)                            1,874,440      1,338,611
     Purchased accounts receivable, serviced by others            1,998,202      1,999,718
     Miscellaneous                                                   34,903         21,775
                                                                 ----------     ----------
                                                                 $8,126,634      7,272,451
                                                                 ==========     ==========
</TABLE>

     (a)  The Board of Directors has approved two non-qualified retirement
          income plans which will provide pre-retirement death benefits,
          post-retirement death benefits, and retirement benefits to senior
          management and the Board of Directors. The Bank has purchased life
          insurance policies on all individuals covered under the plans. The
          Bank is the owner and beneficiary of each policy.

     (b)  Significant components of the deferred tax assets and liabilities are
          as follows:

<TABLE><CAPTION>
                                                                       December 31,
                                                                 ---------------------
                                                                   2002         2001
                                                                 --------     --------
<S>                                                              <C>          <C>
     Deferred tax assets:
         Loan fees deferred for financial reporting purposes     $  3,403       11,175
         Accelerated book depreciation                             21,879       49,080
         Deferred compensation                                    285,917      250,351
         Nondeductible incentive plan expense                       6,957        6,957
         Book allowance for loan losses                           335,144      306,586
         Unrealized loss on trading-account securities                 --        8,849
         Allowance for uncollected interest                        45,497       25,442
         Other                                                      1,139          751
                                                                 --------     --------
            Total deferred tax assets                             699,936      659,191
                                                                 --------     --------
     Deferred tax liabilities:
         Tax allowance for loan losses                             19,082       38,163
         Pension expense                                           93,798           --
         Unrealized gain on securities available for sale          99,696       85,626
         Unrealized gain on trading account securities              5,599           --
                                                                 --------     --------
            Total deferred tax liabilities                        218,175      123,789
                                                                 --------     --------
            Net deferred tax benefit                             $481,761      535,402
                                                                 ========     ========
</TABLE>

     (c)  The Bank has entered into a program to purchase and manage the
          accounts receivable of credit-worthy merchants with required
          repurchase of delinquent accounts and with the merchant's repurchase
          obligation supported by a cash collateral reserve account. For each
          merchant, the Bank establishes a maximum amount of purchased
          receivables allowed to be outstanding at any one time. At December 31,
          2002 and 2001, this amount was $2,725,000 and $2,575,000 respectively.

                                       31
<PAGE>
10)  Deposits
     --------

     Deposit accounts are summarized as follows:
                                                            DECEMBER 31,
                                                   -----------------------------
                                                       2002             2001
                                                   ------------     ------------
     Passbook accounts                             $ 17,623,790       15,350,596
     Demand deposits and NOW accounts                 9,439,848        9,331,187
     Money market accounts                           10,033,382        5,344,947
                                                   ------------     ------------
                                                     37,097,020       30,026,730
                                                   ------------     ------------

     Certificates of deposit by interest rate:
     1.01 - 2.00%                                     2,615,470          112,679
     2.01 - 3.00                                     27,352,476        7,677,424
     3.01 - 4.00                                     30,641,531       12,470,674
     4.01 - 5.00                                      9,260,871       21,947,951
     5.01 - 6.00                                      1,333,169       10,664,406
     6.01 - 7.00                                        997,521       18,711,604
     7.01 - 8.00                                         25,000          591,394
     8.01 - 9.00                                          7,923            7,283
                                                   ------------     ------------
                                                     72,233,961       72,183,415
                                                   ------------     ------------
                                                   $109,330,981      102,210,145
                                                   ============     ============


     The weighted average rate on deposit accounts at December 31, 2002 and 2001
     was 2.78% and 4.14% respectively.

     The aggregate amount of certificates of deposit with a minimum denomination
     of $100,000 was $15,085,000 and $14,547,000 at December 31, 2002 and 2001,
     respectively.

     A summary of certificates of deposit by maturity is as follows:

                                                            DECEMBER 31,
                                                   -----------------------------
                                                       2002             2001
                                                   ------------     ------------
     Within 12 months                              $ 46,337,611       63,983,603
     12 months to 24 months                          17,976,651        6,414,182
     24 months to 36 months                           6,655,579        1,140,635
     36 months to 48 months                           1,123,563          644,995
     Over 48 months                                     140,557               --
                                                   ------------     ------------
             Total                                 $ 72,233,961       72,183,415
                                                   ============     ============

     Interest expense on deposits consists of the following:

                                               YEARS ENDED DECEMBER 31,
                                      ----------------------------------------
                                         2002           2001           2000
                                      ----------     ----------     ----------

     Passbook accounts                $  334,092        392,522        402,066
     NOW accounts                         79,088        118,204        127,445
     Money market accounts               224,042         99,705         89,305
     Certificates of deposit           2,656,223      4,141,088      3,757,321
                                      ----------     ----------     ----------
             Total                    $3,293,445      4,751,519      4,376,137
                                      ==========     ==========     ==========

                                       32
<PAGE>
11)  Borrowed Money
     --------------

     Borrowed money consists of advances from the Federal Home Loan Bank of
     Indianapolis and is summarized as follows:

                                                         DECEMBER 31,
                                INTEREST       ------------------------------
     MATURITY DATE                RATE             2002              2001
     -------------                ----         ------------      ------------
     January 16, 2002             2.91%        $         --           500,000
     May 21, 2002                 4.45                   --         1,000,000
     September 4, 2002            3.83                   --         1,000,000
     September 18, 2002           3.14                   --         1,000,000
     January 21, 2003             5.68            1,000,000         1,000,000
     September 15, 2003           5.26            4,000,000         4,000,000
     August 24, 2004              4.80            2,000,000         2,000,000
     August 24, 2005              5.11            2,000,000         2,000,000
     January 23, 2006             4.73            2,000,000         2,000,000
     August 23, 2006              5.32            1,000,000         1,000,000
     May 15, 2009                 5.93              733,885           830,015
     August 16, 2010              5.99            1,500,000         1,500,000
     September 20, 2010           5.95            1,000,000         1,000,000
     December 20, 2010            4.98            2,000,000         2,000,000
     March 22, 2011               4.09              500,000           500,000
     July 15, 2015                5.91              667,097           676,175
     November 16, 2020            6.71            1,895,917         1,949,648
                                               ------------      ------------
                                               $ 20,296,899        23,955,838
                                               ============      ============

     Weighted average interest rate                   5.38%             5.01%
                                               ============      ============

     The Bank is required to maintain qualifying collateral for the Federal Home
     Loan Bank of Indianapolis representing approximately 170 percent of current
     Bank credit. At December 31, 2002, the Bank met this requirement. Assets
     which are eligible collateral for meeting the 170% coverage requirement
     include one-to-four family whole mortgage loans, government and agency
     securities including mortgage-backed securities insured or guaranteed by
     FHLMC, FNMA and GNMA, and high rated private mortgage-backed securities.
     The mortgage loans must not include participations, construction loans,
     loans which are not in the clear title of the institution, conventional
     mortgages with more than 30 years remaining to maturity, loans for more
     than 90% of the appraised value unless there is private or federal
     insurance, mortgages which are more than 60 days delinquent, or loans upon
     which any employee of the institution or the FHLB is personally liable.

     The Company has entered into a revolving line of credit in the maximum
     amount of $650,000. The loan will bear interest at one half percent under
     the Wall Street Journal prime rate. The Company may borrow up to 75% of the
     market value of the collateral security. At December 31, 2002, the Company
     pledged common stock with a market value of approximately $476,000 as
     collateral securing this line of credit. The Company did not borrow against
     this line of credit during the current year.

     In connection with the Company's initial public offering, the Bank
     established an Employee Stock Ownership Plan (ESOP). The ESOP was funded by
     the proceeds from a loan from the Company. The loan carries an interest
     rate of 6.07% and matures in the year 2006. The loan is secured by the
     shares of the Company purchased with the loan proceeds. The Bank has
     committed to make contributions to the ESOP sufficient to allow the ESOP to
     fund the debt service requirements of the loan. At December 31, 2002, the
     balance of this loan amounted to $269,790.

                                       33
<PAGE>
12)  Other Liabilities
     -----------------

     Other liabilities include the following:

                                                            DECEMBER 31,
                                                     --------------------------
                                                        2002            2001
                                                     ----------      ----------

     Accrued interest on deposits                    $   14,594          34,441
     Accrued interest on borrowings                      48,567          52,225
     Accrued bonus                                       84,500          53,825
     Accrued audit and accounting fees                   32,123          21,068
     Accrued real estate and personal property taxes     88,900          79,400
     Accrued income taxes                                80,412              --
     Deferred compensation (see note 14)                714,792         625,877
     Outstanding bank drafts                            547,819       1,200,260
     Miscellaneous accounts payable                     252,713         158,762
                                                     ----------      ----------
                                                     $1,864,420       2,225,858
                                                     ==========      ==========


13)  Guaranteed Preferred Beneficial Interest in Junior Subordinated Debentures
     --------------------------------------------------------------------------

     In March of 2002, the Company formed AMB Financial Statutory Trust I
     ("Trust"). The Trust is a statutory business trust and is wholly owned by
     the Company. The Trust issued $5.0 million of Trust Preferred Capital
     Securities (the "Capital Securities") as a participant in a pooled trust
     preferred securities offering concurrent with the issuance of the Capital
     Securities, the Trust issued trust common securities to the Company in the
     aggregate liquidation value of $155,000. The proceeds of the issuance of
     the Capital Securities and trust common securities were invested in the
     Company's junior subordinated debentures. The junior subordinated
     debentures are the sole assets of the Trust. The junior subordinated
     debentures and the trust preferred securities pay interest on a quarterly
     basis. The junior subordinated debentures and the securities bear interest
     at a rate of 3-month LIBOR plus 3.60%, mature on March 27, 2032 and are
     non-callable for five years and, after that period, the securities may be
     called at any quarterly interest payment date at par. Distributions on the
     Capital Securities are payable quarterly and reflected in the Consolidated
     Statements of Income as a component of non-interest expense under the
     caption "Capital trust securities". The costs associated with the Capital
     Securities issuance have been capitalized and are being amortized over the
     estimated life of the securities.


                                       34
<PAGE>
14)  Benefit Plans
     -------------

     During the current year, the Bank transferred to an industry-wide,
     multiemployer, defined benefit pension plan, which covers all full-time
     employees who have attained at least 21 years of age and completed one year
     of service. Calculations to determine full-funding status are made annually
     as of June 30. Pension expense for the year ended December 31 2002 amounted
     to $251,407. Information regarding the Bank's share of assets and
     liabilities and plan benefit information of this plan is not available on
     an individual basis. Under the prior plan, pension expense for the years
     ended December 31, 2001 and 2000 amounted to $77,802 and $53,888.

     Effective March 2002, the Bank commenced participation in the Financial
     Institutions Thrift Plan, which qualifies under Section 401(k) of the
     Internal Revenue Code and which covers substantially all employees. This
     plan calls for a discretionary contribution within specified limits and a
     matching Bank contribution equal to 50% of the first 6% of the employee
     contributions. Plan expense for the year ended December 31, 2002 amounted
     to $11,223.

     The Bank also has established two non-qualified 401(k) Plan for officers of
     the Bank. Both Plans provide participating officers the opportunity to
     defer up to 6% of their salary into a tax deferred accumulation for future
     retirement. In addition, the Bank has also established a Director Deferral
     Plan which provides participating directors with the opportunity to defer
     all or a portion of their fees over a predetermined period. All deferred
     non-qualified 401(k) Plan contributions and deferred director fees are
     credited with interest from the Bank at the rate of 10% per year.

     Interest credited by the Bank to the 401(k) Plan on accumulated funds was
     $66,768, $58,399 and $49,932 for the years ended December 31, 2002, 2001
     and 2000 respectively.

                                       35
<PAGE>
15)  Director, Officer and Employee Plans
     ------------------------------------

     Stock Option Plan. In conjunction with the Conversion, the stockholders of
     the Company approved the AMB Financial Corp. 1996 Stock Option and
     Incentive Plan. This is an incentive stock option plan for the benefit of
     the directors, officers and employees of the Company and its affiliates.
     The number of options on shares of common stock authorized under the Plan
     is 168,618, equal to 10.0% of the total number of shares issued in the
     Conversion. As of October 23, 1996, 150,063 options were granted at $8.50
     per share, exercisable at a rate of 20% per year commencing October 23,
     1997, and expiring ten years from the date of grant. The following is an
     analysis of the stock option activity for each of the years in the three
     year period ended December 31, 2002 and the stock options outstanding at
     the end of the respective periods.
<TABLE><CAPTION>
                                                                           EXERCISE PRICE
                                                                     --------------------------
     OPTIONS                                     NUMBER OF OPTIONS    PER SHARE        TOTAL
     -------                                     -----------------   ----------      ----------
     <S>                                             <C>             <C>             <C>
     Outstanding at December 31, 1999                   150,063      $     8.50      $1,275,535
     Granted                                                  0
     Exercised                                                0
     Forfeited                                                0
                                                     ----------      ----------      ----------

     Outstanding at December 31, 2000                   150,063            8.50       1,275,535
     Granted                                                  0
     Exercised                                                0
     Forfeited                                                0
                                                     ----------      ----------      ----------

     Outstanding at December 31, 2001                   150,063            8.50       1,275,535
     Granted                                                  0
     Exercised                                                0
     Forfeited                                                0
                                                     ----------      ----------      ----------

     Outstanding at December 31, 2002                   150,063      $     8.50      $1,275,535
                                                     ==========      ==========      ==========

     Exercisable at December 31, 2002                   150,063      $     8.50      $1,275,535
                                                     ==========      ==========      ==========
     Options available for future
       grants at December 31, 2002                       18,555
                                                     ==========
</TABLE>
     The Company accounts for its stock options in accordance with Accounting
     Principles Board (APB) Opinion No. 25 "Accounting for Stock Issued to
     Employees". Under APB 25, as the exercise price of the Company's employees'
     stock options equals the market price of the underlying stock on the date
     of grant, no compensation expense is recognized.

     The Company has implemented SFAS No. 123 "Accounting for Stock-Based
     Compensation". The Company has retained its accounting method for its
     stock-based compensation plans. This statement has only resulted in
     additional disclosures for the Company, and as such, its adoption did not,
     nor is it expected to have, a material impact on the Company's financial
     condition or its results of operations.

     The following summarizes the pro forma net income as if the fair value
     method of accounting for stock-based compensation plans had been utilized:
<TABLE><CAPTION>
                                                              YEARS ENDED DECEMBER 31,
                                                     ------------------------------------------
                                                        2002            2001            2000
                                                     ----------      ----------      ----------
     <S>                                             <C>             <C>             <C>
     Net income (as reported)                        $1,001,331         900,891         825,384
     Pro forma net income                             1,001,331         845,713         759,170
     Diluted earnings per share (as reported)              1.21            1.09             .93
     Pro forma diluted earnings per share                  1.21            1.02             .85
</TABLE>
     The pro forma results presented above may not be representative of the
     effects reported in pro forma net income for future years.

                                       36
<PAGE>
15)  Director, Officer and Employee Plans (continued)
     ------------------------------------------------

     Employee Stock Ownership Plan. In conjunction with the Conversion, the Bank
     formed an Employee Stock Ownership Plan ("ESOP"). The ESOP covers
     substantially all employees with more than one year of employment and who
     have attained the age of 18. The ESOP borrowed $899,300 from the Company
     and purchased 134,895 common shares issued in the Conversion. The Bank will
     make scheduled discretionary cash contributions to the ESOP sufficient to
     service the amount borrowed. In accordance with generally accepted
     accounting principles, the unpaid balance of the ESOP loan, which is
     comparable to unearned compensation, is reported as a reduction of
     stockholders' equity. Total contributions by the Bank to the ESOP which
     were used to fund principal and interest payments on the ESOP debt totaled
     $99,216, $101,538 and $26,992 for the years ended December 31, 2002, 2001
     and 2000 respectively.

     Statement of Position No. 93-6, "Employers' Accounting for Employee Stock
     Ownership Plans" ("SOP 93-6") provides guidance for accounting for all
     ESOPs. SOP 93-6 requires that the issuance or sale of treasury shares to
     the ESOP be reported when the issuance or sale occurs and that compensation
     expense be recognized for shares committed to be released to directly
     compensate employees equal to the fair value of the shares committed. In
     addition, SOP 93-6 requires that leveraged ESOP debt and related interest
     expense be reflected in the employer's financial statements. Prior practice
     was to recognize compensation expense based on the amount of the employer's
     contributions to the ESOP. The application of SOP 93-6 results in
     fluctuations in compensation expense as a result of changes in the fair
     value of the Company's common stock; however, any such compensation expense
     fluctuations will result in an offsetting adjustment to additional paid-in
     capital. For the years ended December 31, 2002, 2001 and 2000, additional
     compensation expense of $68,087, $39,682 and $29,191 was recognized as a
     result of implementation of this accounting principle.


                                       37
<PAGE>
16)  Income Taxes
     ------------

     As a result of legislation that changed the method used by many thrifts to
     calculate their bad debt reserve for federal income tax purposes, the Bank
     must recapture that portion of the reserve that exceeds the amount that
     could have been taken under the experience method for tax years beginning
     after December 31, 1987. The legislation also requires thrifts to account
     for bad debts for federal income tax purposes on the same basis as
     commercial banks for tax years beginning after December 31, 1995. The
     recapture is occurring over a six year period. The commencement of the
     recapture by the Bank was delayed two years as the Bank met certain
     residential lending requirements. For the three years ended December 31,
     2002, the Bank recaptured approximately $143,000 in excess bad debt
     reserves resulting in tax payments of approximately $57,000 which were
     previously accrued. The pre-1988 reserve provisions are subject only to
     recapture requirements if the Bank no longer qualifies as a thrift. Tax bad
     debt deductions accumulated prior to 1988 by the Bank and included in
     retained earnings total approximately $1,950,000. No deferred income taxes
     have been provided for these bad debt deductions and no recapture of these
     amounts is anticipated.

     The provision for income taxes consists of the following:

                                                YEARS ENDED DECEMBER 31,
                                         --------------------------------------
                                            2002          2001          2000
                                         ----------    ----------    ----------
     Current                             $  336,456       229,112       288,152
     Deferred (benefit)                      39,571        (5,521)     (126,575)
                                         ----------    ----------    ----------
                                         $  376,027       223,591       161,577
                                         ==========    ==========    ==========

     A reconciliation of the statutory federal income tax rate to effective
     income tax rate is as follows:

                                                YEARS ENDED DECEMBER 31,
                                         --------------------------------------
                                            2002          2001          2000
                                         ----------    ----------    ----------
     Statutory federal income tax rate         34.0%         34.0%         34.0%
     State income taxes                         5.4           3.8           4.4
     Low income housing credit                (10.1)        (12.4)        (14.1)
     Cash surrender value of life insurance    (4.6)         (5.5)         (5.6)
     Other                                      2.6            --          (2.3)
                                         ----------    ----------    ----------
     Effective income tax rate                 27.3%         19.9%         16.4%
                                         ==========    ==========    ==========


     Deferred income tax expense (benefit) consists of the following tax effects
     of timing differences:

                                                YEARS ENDED DECEMBER 31,
                                         --------------------------------------
                                            2002          2001          2000
                                         ----------    ----------    ----------
     Loan fees                           $    7,772         2,420         3,237
     Depreciation                            27,201         1,944       (14,532)
     Deferred compensation                  (35,566)      (33,344)      (33,649)
     Pension                                 93,798            --            --
     Book loan loss provision in
        excess of tax deduction             (28,558)      (26,117)      (44,189)
     Recapture of bad debt reserve          (19,081)      (19,081)      (19,081)
     Unrealized gain on trading
        account securities                   14,448        39,845         7,282
     Other, net                             (20,443)       28,812       (25,643)
                                         ----------    ----------    ----------
                                         $   39,571        (5,521)     (126,575)
                                         ==========    ==========    ==========


                                       38
<PAGE>
17)  Regulatory Capital Requirements
     -------------------------------

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

     Quantitative measures established by regulation to ensure capital adequacy
     require the Bank to maintain minimum amounts and ratios, set forth in the
     table below of the total risk-based, tangible and core capital, as defined
     in the regulations. Management believes, as of December 31, 2002, that the
     Bank meets all capital adequacy requirements to which it is subject.

     The Bank, according to federal regulatory standards, is well-capitalized
     under the regulatory framework for prompt corrective action. To be
     categorized as adequately capitalized, the Bank must maintain minimum total
     risk-based, tangible, and core ratios as set forth in the table. There are
     no conditions or events since that notification that management believes
     have changed the institution's category.

     At December 31, 2002 and 2001, the Bank's actual capital amounts and
     ratios, minimum amounts and ratios required for capital adequacy purposes
     and minimum amounts and ratios to meet the well-capitalized criteria under
     prompt corrective action provision, are as follows:

<TABLE><CAPTION>
                                                                                   TO BE WELL-
                                                                                CAPITALIZED UNDER
                                                         FOR CAPITAL            PROMPT CORRECTIVE
                                   ACTUAL             ADEQUACY PURPOSES         ACTION PROVISIONS
                          ---------------------     ---------------------     ---------------------
                             AMOUNT       RATIO        AMOUNT       RATIO        AMOUNT       RATIO
                          -----------     -----     -----------     -----     -----------     -----
     <S>                  <C>             <C>       <C>             <C>       <C>             <C>
     December 31, 2002
     -----------------
     Tangible             $11,109,186      7.58%    $ 2,199,000      1.50%    $       N/A       N/A%
     Core                  11,109,186      7.58       4,398,000      3.00       7,331,000      5.00
     Risk-based            11,713,045     13.54       6,921,000      8.00       8,652,000     10.00

     December 31, 2001
     -----------------
     Tangible             $ 9,801,506      7.01%    $ 2,097,000      1.50%    $       N/A       N/A%
     Core                   9,801,506      7.01       4,193,000      3.00       6,989,000      5.00
     Risk-based            10,482,971     12.60       6,654,000      8.00       8,318,000     10.00
</TABLE>

                                       39
<PAGE>
17)  Regulatory Capital Requirements (continued)
     -------------------------------------------

                                         TANGIBLE       CORE        RISK-BASED
     DECEMBER 31, 2002                   CAPITAL        CAPITAL      CAPITAL
     -----------------                 ------------  ------------  ------------
     Stockholders' equity              $ 11,248,333    11,248,333    11,248,333
     Unrealized gain on securities
       available for sale, net of taxes    (139,147)     (139,147)     (139,147)
     General loss allowances                     --            --       618,859
     Direct equity investments                   --            --       (15,000)
                                       ------------  ------------  ------------
     Regulatory capital computed       $ 11,109,186    11,109,186    11,713,045
                                       ============  ============  ============


     A reconciliation of the Bank's equity capital at December 31, 2002 is as
     follows:

     Stockholders' equity                                          $ 11,845,820
     Less Company stockholders' equity not
        available for regulatory capital                               (597,487)
                                                                   ------------
     Stockholders' equity of the Bank                              $ 11,248,333
                                                                   ============


                                         TANGIBLE       CORE        RISK-BASED
     DECEMBER 31, 2001                   CAPITAL        CAPITAL      CAPITAL
     -----------------                 ------------  ------------  ------------

     Stockholders' equity              $  9,929,945     9,929,945     9,929,945
     Unrealized gain on securities
       available for sale, net of taxes    (128,439)     (128,439)     (128,439)
     General loss allowances                     --            --       696,465
     Direct equity investments                   --            --       (15,000)
                                       ------------  ------------  ------------
     Regulatory capital computed       $  9,801,506     9,801,506    10,482,971
                                       ============  ============  ============


     A reconciliation of the Bank's equity capital at December 31, 2002 is as
     follows:

     Stockholders' equity                                          $ 11,717,440
     Less Company stockholders' equity not
       available for regulatory capital                              (1,787,495)
                                                                   ------------
     Stockholders' equity of the Bank                              $  9,929,945
                                                                   ============

                                       40
<PAGE>
18)  Stockholders' Equity
     --------------------

     As part of the Conversion, the Bank established a liquidation account for
     the benefit of all eligible depositors who continue to maintain their
     deposit accounts in the Bank after conversion. In the unlikely event of a
     complete liquidation of the Bank, each eligible depositor will be entitled
     to receive a liquidation distribution from the liquidation account, in the
     proportionate amount of the then current adjusted balance for deposit
     accounts held, before distribution may be made with respect to the Bank's
     capital stock. The Bank may not declare or pay a cash dividend to the
     Company on, or repurchase any of, its capital stock if the effect thereof
     would cause the retained earnings of the Bank to be reduced below the
     amount required for the liquidation account. Except for such restrictions,
     the existence of the liquidation account does not restrict the use or
     application of retained earnings.

     In addition, the Bank may not declare or pay cash dividends on or
     repurchase any of its shares of common stock if the effect thereof would
     cause stockholders' equity to be reduced below applicable regulatory
     capital maintenance requirements or if such declaration and payment would
     otherwise violate regulatory requirements.

     Unlike the Bank, the Company is not subject to these regulatory
     restrictions on the payment of dividends to its stockholders. However, the
     Company's source of funds for future dividends may depend upon dividends
     received by the Company from the Bank.

19)  Financial Instruments with Off-Balance Sheet Risk
     -------------------------------------------------

     The Bank is a party to various transactions with off-balance sheet risk in
     the normal course of business. These transactions are primarily commitments
     to originate loans and to extend credit on previously approved unused lines
     of credit. These financial instruments carry varying degrees of credit and
     interest-rate risk in excess of amounts recorded in the consolidated
     financial statements.

     Commitments to originate mortgage loans of $2,473,100 at December 31, 2002
     represent amounts which the Bank plans to fund within the normal commitment
     period of 60 to 90 days. All of the mortgage loan commitments are fixed
     rate with rates ranging from 5.125% to 8.375%. Because the credit
     worthiness of each customer is reviewed prior to extension of the
     commitment, the Bank adequately controls its credit risk on these
     commitments, as it does for loans recorded on the balance sheet. The Bank
     conducts all of its lending activities in the Northwest Indiana area.
     Management believes the Bank has a diversified loan portfolio and the
     concentration of lending activities in these local communities does not
     result in an acute dependency upon economic conditions of the lending
     region.

     The Bank has approved, but unused, home equity lines of credit of
     approximately $3,663,000 at December 31, 2002. Approval of lines of credit
     is based upon underwriting standards that generally do not allow total
     borrowings, including the line of credit, to exceed 75% of the estimated
     fair value of the customer's home. In addition, the Bank has approved but
     unused equity lines of credit on various construction and commercial
     projects of approximately $1,316,000 at December 31, 2002. The Bank also
     has approved but unused credit card lines of credit of approximately
     $493,000.

     The Bank is currently participating with several local financial
     institutions in credit enhancement agreements with in-state municipalities
     to guarantee the repayment on municipal revenue bonds. The Bank has
     accepted credit risk on these various municipal projects in the amount of
     approximately $1,580,000. These credit enhancements are in cooperation with
     the Federal Home Loan Bank of Indianapolis ("FHLB") and have pledging
     requirements as part of the qualifying collateral agreement with FHLB.
     Additionally, at December 31, 2002, the Bank had issued standby letters of
     credit totaling approximately $210,000 to guarantee the performance of a
     customer to a third party.

                                       41
<PAGE>
20)  Contingencies
     -------------

     The Bank is, from time to time, a party to certain lawsuits in the ordinary
     course of its business, wherein it enforces its security interest.
     Management, based upon discussions with legal counsel, believes that the
     Company and the Bank are not engaged in any legal proceedings of a material
     nature at the present time.

21)  Subsequent Event
     ----------------

     On January 22, 2003, the Company declared a quarterly cash dividend of $.06
     per share, totaling $47,380, payable February 21, 2003 to shareholders of
     record as of February 7, 2003.

































                                       42
<PAGE>

22)  Disclosures About the Fair Value of Financial Instruments
     ---------------------------------------------------------

     The following methods and assumptions were used to estimate the fair value
     of each class of financial instruments for which it is practicable to
     estimate that value:

     Cash and cash equivalents: For cash and interest-bearing deposits, the
     carrying amount is a reasonable estimate of fair value.

     Investment securities: Fair values for securities held to maturity,
     available for sale or held for trade are based on quoted market prices as
     published in financial publications or on quotes from third-party brokers.

     Mortgage-backed securities: Fair values for mortgage-backed securities are
     based on the lower of quotes received from various third-party brokers.

     Loans receivable: The fair values of fixed-rate one-to-four family
     residential mortgage loans are based on quoted market prices of similar
     loans sold in conjunction with securitization transactions. The fair values
     for other fixed and adjustable rate mortgage loans are estimated using
     discounted cash flow analyses, using interest rates currently being offered
     for loans with similar terms and collateral to borrowers of similar credit
     quality.

     Deposit liabilities: The fair value of demand deposits, savings accounts
     and money market deposits is the amount payable on demand at the reporting
     date. The fair value of fixed maturity certificates of deposit is estimated
     by discounting the future cash flows using the rates currently offered for
     deposits of similar original maturities.

     Borrowed money: Rates currently available to the Company for debt with
     similar terms and remaining maturities are used to estimate fair value of
     existing debt.

     The estimated fair value of the Company's financial instruments as of
     December 31, 2002 and 2001 are as follows:

<TABLE><CAPTION>
                                                               DECEMBER 31, 2002
                                                          ---------------------------
                                                            CARRYING         FAIR
                                                             AMOUNT          VALUE
                                                          ------------   ------------
     Financial assets:
<S>                                                       <C>              <C>
         Cash and cash equivalents                        $ 12,352,502     12,352,502
         Investment securities, available for sale           5,764,121      5,764,121
         Trading securities                                    565,929        565,929
         Mortgage-backed securities, available for sale      2,643,219      2,643,219
         Loans receivable                                  114,318,331    117,408,000

     Financial liabilities:
         Deposits                                         $109,330,981    110,623,000
         Borrowed money                                     20,296,899     22,127,000



                                                               DECEMBER 31, 2002
                                                          ---------------------------
                                                            CARRYING         FAIR
                                                             AMOUNT          VALUE
                                                          ------------   ------------
     Financial assets:
         Cash and cash equivalents                        $  8,962,659      8,962,659
         Investment securities, available for sale           3,483,478      3,483,478
         Trading securities                                    583,246        583,246
         Mortgage-backed securities, available for sale      3,022,898      3,022,898
         Loans receivable                                  112,513,396    113,815,000

     Financial liabilities:
         Deposits                                         $102,210,145    103,153,000
         Borrowed money                                     23,955,838     24,086,000
</TABLE>


                                       43
<PAGE>

23) Condensed Parent Company Only Financial Statements
    --------------------------------------------------

     The following condensed statement of financial condition, as of December
     31, 2002 and 2001 and condensed statements of income and cash flows for the
     years ended December 31, 2002, 2001 and 2000 for AMB Financial Corp. should
     be read in conjunction with the consolidated financial statements and the
     notes thereto.

                   Condensed Statements of Financial Condition
                   -------------------------------------------

<TABLE><CAPTION>
                                                                 December 31,
                                                       ------------------------------
                                                           2002              2001
                                                       ------------      ------------
<S>                                                    <C>               <C>
     Assets
     ------
     Cash and cash equivalents                         $  3,164,364           581,453
     Investment securities, available for sale            1,019,293                --
     Trading securities                                     565,928           583,246
     Loans receivable                                       269,790           359,720
     Investment in American Savings, FSB                 11,090,897         9,941,234
     Investment in AMB Financial Statutory Trust I          155,000                --
     Prepaid expenses and other assets                      621,839           319,602
                                                       ------------      ------------
                                                         16,887,111        11,785,255
                                                       ============      ============
     Liabilities and Stockholders' Equity
     ------------------------------------

     Liabilities:
     ------------
     Accrued taxes and other liabilities                     43,727            56,526
                                                       ------------      ------------
     Junior subordinated debentures                       5,155,000                --

     Stockholders' Equity:
     ---------------------
     Common stock                                            16,862            16,862
     Additional paid-in capital                          10,644,379        10,644,379
     Retained earnings                                    9,922,705         9,110,986
     Accumulated other comprehensive income                  10,396                --
     Treasury stock                                      (8,905,958)       (8,043,498)
                                                       ------------      ------------
            Total stockholders' equity                   11,688,384        11,728,729
                                                       ------------      ------------
                                                       $ 16,887,111        11,785,255
                                                       ============      ============
</TABLE>

                         Condensed Statements of Income
                         ------------------------------

<TABLE><CAPTION>
                                                                      Years Ended December 31,
                                                            ---------------------------------------------
                                                                2002             2001             2000
                                                            -----------      -----------      -----------
<S>                                                         <C>              <C>              <C>
     Net interest income                                    $   180,164           70,619           85,994
     Gain (loss) on sale of trading securities                   21,563           67,013          (59,404)
     Unrealized gain on trading securities                       36,120           99,611          121,818
     Other non-interest income                                   16,185           10,665               --
     Non-interest expense                                      (491,161)        (268,174)        (251,264)
                                                            -----------      -----------      -----------
     Net loss before income taxes and
         equity in earnings of subsidiaries                    (237,129)         (20,266)        (102,856)
     Benefit from income taxes                                   88,797           12,428           58,237
                                                            -----------      -----------      -----------
     Net loss before equity-in earnings of subsidiaries        (148,332)          (7,838)         (44,619)
     Equity in earnings of subsidiaries                       1,149,663          908,729          870,003
                                                            -----------      -----------      -----------
         Net income                                         $ 1,001,331          900,891          825,384
                                                            ===========      ===========      ===========
</TABLE>
                                       44
<PAGE>
23)  Condensed Parent Company Only Financial Statements (continued)
     --------------------------------------------------------------

                       Condensed Statements of Cash Flows
                       ----------------------------------

<TABLE><CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                      --------------------------------------
                                                                         2002          2001          2000
                                                                      ----------    ----------    ----------
     <S>                                                              <C>           <C>           <C>
     Operating activities:
       Net income                                                     $1,001,331       900,891       825,384
       Equity in earnings of subsidiaries                             (1,149,663)     (908,729)     (870,003)
       Amortization of cost of stock benefit plan                             --        96,488       115,786
       Amortization of premiums and accretion of discounts                 4,565            --            --
       (Gain) loss on sale of trading securities                         (21,563)      (67,013)       59,404
       Unrealized gain on trading securities held for trade              (36,120)      (99,611)     (121,818)
       Proceeds from sale of trading securities                           75,000       519,537     1,035,588
       (Increase) decrease in prepaid taxes and other assets            (309,167)       (2,903)      153,295
       Increase (decrease) in other liabilities                          (12,799)       14,592        (5,004)
                                                                      ----------    ----------    ----------

     Net cash provided by (for) operating activities                    (448,416)      453,252     1,192,632
                                                                      ----------    ----------    ----------

     Investing activities:
       Investment in AMB Financial Statutory Trust I                    (155,000)           --            --
       Proceeds from maturities of investment securities                 500,000            --            --
       Purchase of investment securities                              (1,506,531)           --            --
       Loan repayments                                                    89,930        89,930       170,468
                                                                      ----------    ----------    ----------

     Net cash provided by (for) investing activities                  (1,071,601)       89,930       170,468
                                                                      ----------    ----------    ----------

     Financing activities:
       Proceeds from borrowed money                                           --            --        75,000
       Repayment of borrowed money                                            --            --       (75,000)
       Proceeds from issuance of junior subordinated debentures        5,155,000            --            --
       Purchase of treasury stock                                       (862,460)     (777,286)   (1,046,528)
       Dividends received from Bank                                           --       100,000       220,000
       Dividends paid on common stock                                   (189,612)     (194,038)     (201,906)
                                                                      ----------    ----------    ----------

     Net cash provided by (for) investing activities                   4,102,928      (871,324)   (1,028,434)
                                                                      ----------    ----------    ----------

     Net increase (decrease) in cash and cash equivalents              2,582,911      (328,142)      334,666
     Cash and cash equivalents at beginning of year                      581,453       909,595       574,929
                                                                      ----------    ----------    ----------
     Cash and cash equivalents at end of year                         $3,164,364       581,453       909,595
                                                                      ==========    ==========    ==========
</TABLE>
                                       45
<PAGE>
                               AMB FINANCIAL CORP.
                             STOCKHOLDER INFORMATION

     ANNUAL MEETING

     The annual meeting of stockholders will be held at 10:30 a.m., on April 23,
     2003, at the Company's corporate office, located at 8230 Hohman Avenue,
     Munster, Indiana.

     STOCK LISTING

     The Company's stock is traded over the counter, on the NASDAQ Small Cap
     Market under the symbol "AMFC".

     Price Range of Common Stock and Dividends

     The table below shows the range of high and low sale prices and dividends
     paid in fiscal 2002.

            Quarter Ended              High           Low        Dividends
            -------------              ----           ---        ---------
           March 31, 2002             10.990         9.110         $0.06
           June 30, 2002              12.150        10.750         $0.06
           September 30, 2002         13.250        11.250         $0.06
           December 31, 2002          15.020        12.560         $0.06

     The Board of Directors will consider the payment of future cash dividends
     based on the results of operations and financial condition of the Company,
     tax considerations, industry standards, economic conditions, regulatory
     restrictions, general business practices and other factors. See Note 17 of
     the Notes to the Consolidated Financial Statements for information
     regarding limitations of the Bank's ability to pay dividends to the
     Company.

     As of December 31, 2002, the Company had 324 stockholders of record and
     789,663 outstanding shares of common stock.

     SHAREHOLDER GENERAL INQUIRIES                  TRANSFER AGENT

     Clement B. Knapp, Jr., President               Registrar & Transfer Co.
     AMB Financial Corp.                            10 Commerce Drive
     8230 Hohman Ave.                               Cranford, New Jersey 07016
     Munster, Indiana  46321                        (800) 456-0596
     (219) 836-5870


                                       46
<PAGE>
                               AMB FINANCIAL CORP.
                              CORPORATE INFORMATION

     CORPORATE OFFICE

     AMB Financial Corp.                       Telephone (219) 836-5870
     8230 Hohman Avenue                        Fax (219) 836-5883
     Munster, IN  46321                        Web site  ambfinancial.com

     DIRECTORS OF THE BOARD                    AMB FINANCIAL CORP.
                                               OFFICERS

     Clement B. Knapp, Jr.                     Clement B. Knapp, Jr.
     President since 1977.                     Chairman of the Board, President
     and Chief Executive Officer


     Ronald W. Borto                           Louis A. Green
     Director since 1986.                      Senior Vice-President

     Donald L. Harle                           Daniel T. Poludniak
     Director since 1995.                      Vice-President, Treasurer and
                                               Chief Financial Officer
     John C. McLaughlin
     Director since 1979.                      Denise L. Knapp
                                               Corporate Secretary
     John G. Pastrick
     Director since 1979.                      Michael Mellon
                                               Vice President
     Robert E. Tolley
     Director since 1987.                      Todd Williams
                                               Asst-Vice President

     INDEPENDENT AUDITORS                      CORPORATE COUNSEL / LOCAL
     Cobitz, VandenBerg & Fennessy             Abrahamson & Reed
     9944 S. Roberts Road Suite 202            Attorneys at Law
     Palos Hills, IL  60465                    200 Russell Street
                                               Hammond, IN 46320

                                               CORPORATE COUNSEL / WASHINGTON DC
                                               Jenkens & Gilchrist
                                               1919 Pennsylvania Avenue, NW,
                                               Suite 600
                                               Washington, D.C. 20006

                                       47
<PAGE>

Annual and Other Report
The Company is required to file an annual report on Form 10-KSB with the
Securities and Exchange Commission. Copies of the Form 10-KSB, annual report and
the Company's quarterly reports may be obtained without charge by contacting:

     Sara E. Meeks
     AMB Financial Corp.
     8230 Hohman Avenue
     Munster, Indiana 46321
     (219) 836-5870
























                                       48