EXHIBIT 13




                           LANDMARK BANCSHARES, INC.



                                      2000

                                 ANNUAL REPORT
<PAGE>


                            Landmark Bancshares, Inc.



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CONTENTS
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Message to our Stockholders ................................................  1


Corporate Profile and Stock Price Information...............................  2


Five-Year Financial Summary.................................................  3


Management's Discussion and Analysis........................................  5


Report of Independent Accountants...........................................F-1


Consolidated Financial Statements...........................................F-2


Notes to Consolidated Financial Statements .................................F-8


Corporate Information....................................................... 16




<PAGE>

MESSAGE TO OUR STOCKHOLDERS:

 Management,  your Board of  Directors  and I are proud to issue this 7th annual
report for Landmark Bancshares,  Inc. and its wholly owned subsidiary,  Landmark
Federal Savings Bank. This past year could best be  characterized as one focused
on rising interest rates.

Net interest  income for the current year was  essentially the same as the prior
year despite significant increases in interest rates that translated into higher
costs  to  fund  our  origination  of  loans.  Management  was  able  to  reduce
non-interest  expenses $135,000 from the prior year. In addition,  the provision
for loan  losses was  $518,000  less  during 2000 as compared to the prior year,
reflecting increased recoveries,  fewer charge offs and Management's  evaluation
of the loan portfolio.  Non-interest  income decreased $659,000 for the year, as
management  concluded investment market prices were not reflective of investment
values,  and  therefore,  reduced  the  number of  security  sales  transactions
accordingly.  Landmark  repurchased  60,148  shares of its stock,  which reduced
potential   earnings   on  the   $1,082,534   used  to  fund  the   repurchases.
Notwithstanding, I am pleased to report our net income increased for the year by
$27,795, to $2,383,365.

The continuance of our stock repurchase program has increased the basic earnings
per share on your  stock  from  $2.06 last year to $2.19 per share this year and
diluted  earnings  from  $1.87 to $2.04  per  share.  Return on  average  equity
increased  from 10.09% to 10.23%.  Since 1998 the  average  return on equity has
increased  from 7.52% to 10.23%,  an  increase  of 2.71%,  which  represents  an
increase  in the  return of equity  of 36% over the two year  period.  Return on
average  assets  was  0.97%,  down  0.04%  from  last  year's  1.01%.  Our stock
repurchase  program  continues into the new fiscal year with the announcement in
September 2000 of our 10th buyback program.

As discussed in last year's message,  the financial sector remained out of favor
in the market for much of this year and this was  reflected in the price of your
stock. I am excited to report that your stock has increased in price from $15.75
at September 30, 1999 to $18.25 at September 30, 2000. This is due to an overall
increase in financial  sector stock prices and the efforts of Management and the
Board of Directors.  As always,  Management  and the Board of Directors are ever
mindful of focusing their efforts on enhancing shareholder value.

Landmark  Bancshares,  Inc. declared its 26th consecutive  quarterly dividend in
October  2000.  Our  dividends  for the 2000 fiscal year were $0.15 per quarter.
This  equates to an  approximate  annual  yield of 3.29%  based upon the closing
price of your stock on September 30, 2000.

Capital  requirements and financial  soundness are symbolized by Bauer Financial
awarding  Landmark Federal Savings Bank its 39th consecutive  annual "FIVE STAR"
rating and Veribanc,  Inc. presenting its highest rating, "GREEN 3 STARS" to the
Bank.  Bauer Financial and Veribanc,  Inc. are  independent  companies that rate
financial institutions.

Management  and  your  Board  of  Directors  thank  you,  our  shareholders  and
customers,  for your continued  trust.  We look forward to the 21st century with
clear  vision,  filled with energy and  confidence.  With a promise of continued
financial strength,  security and stability,  Landmark Bancshares,  Inc. pledges
its  dedication  to seeking  new  opportunities  for sound  growth and  customer
service.

Respectfully submitted,


/s/Larry Schugart

Larry Schugart
President and
Chief Executive Officer


                                      -1-
<PAGE>
================================================================================
Corporate Profile and Related Information

Landmark  Bancshares,  Inc. (the  "Company") is the parent  company for Landmark
Federal  Savings  Bank  (the  "Bank").  The  Company  was  formed  as  a  Kansas
corporation in November 1993 at the direction of the Bank in connection with the
Bank's  conversion from a mutual to stock form of ownership (the  "Conversion").
The  Company  acquired  all of the  capital  stock that the Bank issued upon its
conversion.  On March 28, 1994,  the Bank completed its conversion in connection
with a $22.8 million initial public  offering.  The Company is a unitary savings
and loan holding  company.  Changes to federal law that occurred during the 2000
fiscal  year  prohibit  the  acquisition  of the  Company  by any  non-financial
company.  This  restriction  does not impact the current business of the Company
and the Company generally is not restricted in the types of business  activities
in which it may engage provided that the Bank retains a specified  amount of its
assets in  housing-related  investments.  At the present time, since the Company
does not conduct any active business,  the Company does not intend to employ any
persons other than officers but utilizes the support staff and facilities of the
Bank from time to time.

Landmark  Federal  Savings  Bank is a federally  chartered  stock  savings  bank
headquartered in Dodge City, Kansas. The Bank was founded in 1920 with a charter
from  the  state  of  Kansas  under  the  name  "Dodge  City  Savings  and  Loan
Association"  which  later  became a federal  association  under the name "First
Federal Savings and Loan of Dodge City." First Federal Savings and Loan of Dodge
City became  known as "Landmark  Federal  Savings  Association"  in 1983 when it
changed  its  name at the  time it  merged  with  Peoples  Savings  and  Loan of
Sterling, Kansas. The Bank's deposits have been federally insured since 1943 and
are currently insured by the Federal Deposit Insurance  Corporation (the "FDIC")
under the Savings Association Insurance Fund (the "SAIF"). The Bank conducts its
business  from its main  office in Dodge City,  Kansas and five  branch  offices
located in Barton, Finney, Ford and Rush Counties in Kansas. The Bank also has a
loan origination office located in Overland Park, Kansas.

Stock Market Information

There were 1,107,374  shares (net of treasury stock) of common stock of Landmark
Bancshares,  Inc.  outstanding on September 30, 2000, held by approximately  301
stockholders of record (not including the number of persons or entities  holding
the stock in nominee or street name through various brokerage firms).  Since its
issuance in March 1994, the Company's common stock has been traded on the Nasdaq
National  Market.  The daily stock  quotation for Landmark  Bancshares,  Inc. is
listed in the  Nasdaq  National  Market  section  published  in The Wall  Street
Journal and other  leading  newspapers  under the  trading  symbol  "LARK".  The
following table reflects stock price  information based on sales as published by
the Nasdaq National Market  statistical report for each quarter for fiscal years
2000 and 1999.

                                           Year Ended September 30,
                             ---------------------------------------------------
                                       2000                    1999
                             ---------------------   -----------------------
                                HIGH        LOW         HIGH           LOW
                             -----------  --------   ------------  -------------
          First Quarter        21 1/2      15 1/4        24          19 1/2
          Second Quarter       20          13 1/4        24          20 1/8
          Third Quarter        18          14            21          17 3/4
          Fourth Quarter       19 1/2      15 1/4        19          15

The following table sets forth,  for each quarter the dividends  declared on the
common stock for the  indicated  fiscal years ended  September 30. The Company's
ability to pay dividends to shareholders is largely dependent upon the dividends
it receives from the Bank. The Bank is subject to regulatory  limitations on the
amount of cash dividends it may pay.

                                      Year Ended September 30,
                                  ---------------------------------
         Dividends per share          2000                1999
         -------------------      -------------       -------------

          First Quarter              $ 0.15              $ 0.15
          Second Quarter               0.15                0.25
          Third Quarter                0.15                0.15
          Fourth Quarter               0.15                0.15

On October 18,  2000 the Board of  Directors  declared a  quarterly  dividend of
$0.15 per share to shareholders of record on November 15, 2000.

                                      -2-
<PAGE>
<TABLE>
<CAPTION>
=============================================================================================================================
FIVE-YEAR FINANCIAL SUMMARY**

Selected Financial Condition Data (Dollars in Thousands)
=============================================================================================================================
At September 30,                                       2000            1999            1998            1997            1996
-----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>             <C>             <C>             <C>
Total assets                                       $ 250,676       $ 244,116       $ 225,368       $ 227,850       $ 213,734
Loans receivable, net (1)                            191,514         177,840         174,733         158,163         129,903
Investments held-to-maturity                          28,667          28,850          11,575          18,838          29,399
Investments available-for-sale                         9,588          12,022           9,221           7,123           4,138
Mortgaged-backed securities
   held-to-maturity                                   10,112          13,489          21,724          36,690          45,877
Cash and cash equivalents                              5,090           5,976           2,844           2,741             474
Deposits                                             165,325         158,936         154,793         144,735         143,815
FHLB borrowings                                       57,000          58,000          41,700          46,200          33,467
Stockholders' equity                                  23,662          22,404          25,024          32,245          32,389
</TABLE>


<TABLE>
<CAPTION>
Summary of Operations (Dollars in Thousands)
-----------------------------------------------------------------------------------------------------------------------------
Year Ended September 30,                               2000            1999            1998            1997            1996
-----------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>             <C>             <C>             <C>             <C>
Interest income                                     $ 18,230        $ 17,059        $ 17,207        $ 16,695        $ 14,575
Interest expense                                      11,229          10,029          10,216           9,768           8,678
                                              --------------- --------------- --------------- --------------- ---------------
  Net interest income                                  7,001           7,030           6,991           6,927           5,897
Provision for loan losses                                267             785             265             308             135
                                              --------------- --------------- --------------- --------------- ---------------
  Net interest income after provision
   for losses on loans                                 6,734           6,245           6,726           6,619           5,762
Non-interest income                                      977           1,636           1,226           1,026             745
Non-interest expense (2)                               4,056           4,191           4,134           3,581           4,323
                                              --------------- --------------- --------------- --------------- ---------------
Income before income taxes                             3,655           3,690           3,818           4,064           2,184
Provision for income taxes                             1,272           1,334           1,454           1,550             780
                                              --------------- --------------- --------------- --------------- ---------------
Net income                                           $ 2,383         $ 2,356         $ 2,364         $ 2,514         $ 1,404
                                              =============== =============== =============== =============== ===============
Basic earnings per share                              $ 2.19          $ 2.06          $ 1.56          $ 1.52          $ 0.78
                                              =============== =============== =============== =============== ===============
Diluted earnings per share                            $ 2.04          $ 1.87          $ 1.42          $ 1.42          $ 0.74
                                              =============== =============== =============== =============== ===============
Dividends per share                                   $ 0.60          $ 0.70          $ 0.60          $ 0.40          $ 0.40
                                              =============== =============== =============== =============== ===============
Book value per common share
   outstanding at September 30                       $ 21.37         $ 19.80         $ 18.84         $ 19.10         $ 17.48
                                              =============== =============== =============== =============== ===============
</TABLE>

**   The selected  consolidated  financial data of the Company should be read in
     conjunction  with,  and is qualified  in its entirety by, the  Consolidated
     Financial Statements of the Company, including the related notes.
(1)  Includes loans held for sale totaling $8,854, $604, $2,409, $490 and $1,890
     at September 30, 2000, 1999, 1998, 1997, and 1996, respectively.
(2)  Includes  one-time  SAIF  special  assessment  of $973 for the  year  ended
     September 30, 1996.

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

================================================================================================================================
FIVE-YEAR FINANCIAL SUMMARY

Selected Ratios and Other Data
================================================================================================================================
At or For the Year Ended September 30,                2000            1999           1998            1997            1996
--------------------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>             <C>            <C>             <C>            <C>
Return on average assets                                  0.97  %         1.01  %        1.03  %         1.12  %        0.70  %
Return on average equity                                 10.23           10.09           7.52            7.79           4.14
Average equity to average assets                          9.48           10.02          13.71           14.44          17.00
Equity to assets at period end                            9.44            9.18          11.10           14.15          15.15
Net interest spread                                       2.48            2.64           2.41            2.41           2.11
Net yield on average interest-earning assets              2.93            3.10           3.12            3.16           3.01
Non-performing assets to total assets                     0.52            0.26           0.34            0.30           0.15
Non-performing loans to net loans                         0.59            0.28           0.39            0.27           0.24
Allowance for loan losses to total loans                  0.72            0.74           0.65            0.61           0.57
Dividend payout                                          27.31           34.18          39.31           26.95          53.58
Number of:
  Loans outstanding                                      5,996           6,262          6,741           6,210          5,439
  Deposit accounts                                      11,649          12,461         12,878          12,888         13,443
  Full service offices                                       6               6              6               5              5

</TABLE>


[OBJECT OMITTED]                        [OBJECT OMITTED]


[OBJECT OMITTED]                        [OBJECT OMITTED]

                                      -4-


<PAGE>

================================================================================

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

Landmark Bancshares, Inc.

The  following  is a  discussion  of the  financial  condition  and  results  of
operations of the Company and its subsidiary, Landmark Federal Savings Bank, and
should  be read in  conjunction  with the  accompanying  Consolidated  Financial
Statements.

General

The Bank is primarily  engaged in the business of  attracting  deposits from the
general public and using those deposits, together with other funds, to originate
mortgage  loans for the  purchase  and  refinancing  of  residential  properties
located in central and  southwestern  Kansas.  In addition,  the Bank offers and
purchases loans through  correspondent  lending  relationships  in Kansas and in
other  states.  The Bank also makes  commercial,  automobile,  second  mortgage,
equity and deposit loans. The Bank's market has historically  provided an excess
of savings  deposits over loan demand.  Accordingly,  in addition to originating
loans in its market,  the Bank also  purchases  mortgage-backed  securities  and
investment securities.

The Company's  operations,  as with those of the entire  banking  industry,  are
significantly affected by prevailing economic conditions,  competition,  and the
monetary and fiscal policies of governmental  agencies.  Lending  activities are
influenced by the demand for loans,  competition  among lenders,  the prevailing
market  rates  of  interest,   primarily  on  competing   investments,   account
maturities, and the levels of personal income and savings in the market area.

The earnings of the Bank depend  primarily on its level of net interest  income,
which is the difference between interest income and interest expense. The Bank's
net  interest  income  is a  function  of its  interest  rate  spread,  which is
determined   by  the   difference   between   rates  of   interest   earned   on
interest-earning   assets,  and  rates  of  interest  paid  on  interest-bearing
liabilities.  The Bank's  earnings are also affected by its provision for losses
on loans, as well as the amount of non-interest income and non-interest expense,
such as compensation and related expenses,  occupancy  expense,  data processing
costs and income taxes.

The Company's  strategy for growth emphasizes both internal and external growth.
Operations focus on increasing  deposits,  making loans and providing  customers
with a high  level  of  customer  service.  As part of the  Bank's  emphasis  on
external growth,  the Bank has expanded its operations  within its market areas.
During  fiscal  1998,  the Bank opened a branch  office in Dodge City and a loan
origination  office in the Kansas City area. As part of the Bank's  strategy for
internal  growth,  during fiscal 1997,  the Bank  established a commercial  loan
department  and has been active in increasing its market share of the commercial
lending market.

This management's  discussion and analysis of financial condition and results of
operations contains,  or incorporates by reference,  forward-looking  statements
that involve inherent risks and uncertainties. The Company cautions readers that
a number of important  factors could cause actual  results to differ  materially
from those in the forward-looking statements. Those factors include fluctuations
in interest  rates,  inflation,  government  regulations,  economic  conditions,
adequacy of allowance for loan losses, technology changes and competition in the
geographic  and business  areas in which the Company  conducts  its  operations.
These statements are based on management's current expectations.  Actual results
in future periods may differ from those currently expected because of changes in
the factors referred to above and various risks and uncertainties.

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

                                      -5-


<PAGE>

Financial Condition

Consolidated  total assets  increased  $6,559,991 or 2.69% from  $244,115,984 at
September 30, 1999 to $250,675,975 at September 30, 2000. The principal  factors
contributing to the growth in assets was the increase in loans receivable during
the year.

Cash and due from banks:
Cash and due from  banks  decreased  $885,759  or  14.82%,  from  $5,975,730  at
September 30, 1999 to $5,089,971 at September 30, 2000.  This slight decrease in
cash  and  due  from  banks  results  from  normal   fluctuations  in  operating
activities.

Loans receivable:
Net loans receivable  held-for-investment  increased  $5,423,451 or 3.06%,  from
$177,236,196  at September 30, 1999 to  $182,659,647 at September 30, 2000. This
growth in the loan  portfolio is attributed  primarily to increased  residential
real estate lending throughout the year. Residential real estate loans increased
$9,505,897 or 6.89%,  from $138,008,961 at September 30, 1999 to $147,514,858 at
September  30, 2000.  This  increase  includes the  purchase of  $15,431,149  in
residential  mortgage  loans during  fiscal year 2000.  The Bank  increased  its
investment in purchased loans in order to enhance the yield on investable  funds
during  periods  when such  amounts  exceed  loan  demand in the Bank's  primary
lending area.

Loans held-for-sale increased $8,250,098, from $604,395 at September 30, 1999 to
$8,854,493 at September 30, 2000.  This  significant  increase in loans held-for
sale was a result of management's decision,  during the fourth quarter of fiscal
2000, to reevaluate the Bank's interest rate risk position,  as discussed in the
"Asset/Liability  Management" section.  Management decided to reclassify certain
loans   originated  and   previously   classified  as  held  for  investment  to
held-for-sale.  During  fiscal  2000 the  Bank  originated  $9,787,423  of loans
held-for-sale  and also  transferred  $7,221,401 of loans held for investment to
held-for- sale.

The  allowance  for loan  losses  was  increased  $59,031,  from  $1,317,676  at
September 30, 1999 to $1,376,707 at September 30, 2000.  The continued  increase
in loan loss  reserves is based on  management's  evaluation  of the Bank's loan
portfolio, discussed further in the "Results of Operations" section.

The Bank had impaired  loans of $505,276 and $353,790 at September  30, 2000 and
1999, respectively. A loan is impaired when, based on management's evaluation of
current and historical  information and events,  it is probable that all amounts
due  according  to the  contractual  terms  of the  loan  agreement  will not be
collected.  Loans that are  classified  as  impaired  are  typically  collateral
dependent;  therefore,  impairment is measured  based upon the fair value of the
collateral less estimated costs to sell.  Impairment is recognized by creating a
valuation allowance with a corresponding charge to provision for loss on loans.

Management,  as part of the monitoring and evaluation of  non-performing  loans,
classifies loans and repossessed assets in accordance with regulatory provisions
as loss,  doubtful or substandard.  Total assets  classified as of September 30,
2000 and 1999, amounted to $1,870,000 and $1,338,000,  respectively. Those loans
classified that are not recognized as impaired  include loans that are currently
past due 90 days or more,  or have a past  history  of  delinquency.  Classified
loans increased $532,000 during fiscal 2000. The increase was largely the result
of a small  number of  delinquent  residential  loans in the Kansas  City market
area.  Management believes the increase in classified loans is short-term and is
aggressively  working with  borrowers to remedy past due accounts.  At September
30, 2000,  the Bank's ratio of total  non-performing  assets to total assets was
0.52%,  lower  than the  industry  average.  The  Bank  will  continue  with its
aggressive  collection policies to keep non-performing  assets to a minimum, but
no assurance can be given that  negotiations  with borrowers will continue to be
successful.   Classified  loans  have  been  considered  by  management  in  the
evaluation of the adequacy of the allowance for loan loss.

Investment securities:
Investment  securities   held-to-maturity  decreased  $182,968  or  0.63%,  from
$28,849,853  at  September  30,  1999 to  $28,666,885  at  September  30,  2000.
Investment  securities  available-for-sale  decreased $2,434,923 or 20.25%, from
$12,022,530 at September 30, 1999 to $9,587,607 at September 30, 2000.  Proceeds
of  $3,328,452  from the sale of investment  securities  available for sale were
used to reduce borrowings and increase the loan portfolio. The Company purchased
$825,000 in investment  securities  during  fiscal 2000 compared to  $26,865,659
during fiscal 1999. The yield on investment securities at September 30, 2000 was
6.53% compared to 6.29% at September 30, 1999.

                                       -6-
<PAGE>

As permitted by the Statement of Financial  Accounting  Standard (SFAS) No. 133,
Accounting  for Derivative  Instruments  and Hedging  Activities,  on October 1,
2000,  the  Company  transferred  all of  its  held-to-maturity  investment  and
mortgage-backed   securities  portfolios  to   available-for-sale   and  trading
portfolios.  See Notes 1 and 23 of the  Consolidated  Financial  Statements  for
further discussion.

Mortgage-backed securities:
Mortgage-backed  securities  decreased $3,377,156 or 25.04%, from $13,489,174 at
September 30, 1999 to  $10,112,018  at September  30, 2000.  The Company did not
have any mortgage-backed securities  available-for-sale at September 30, 2000 or
1999.  Mortgage-backed  securities  decreased  due to funds from  repayments  on
mortgage-backed  securities  being used to fund the increase in loans receivable
and reduce borrowings.  The yield on mortgage-backed securities at September 30,
2000 was 6.79% compared to 5.95% at September 30, 1999.

Foreclosed assets:
The balance of foreclosed assets at September 30, 2000 and 1999 was $170,724 and
$146,883,  respectively.  The September  30, 2000 balance in  foreclosed  assets
consisted  of  two  single-family  residences.  This  foreclosed  asset  balance
continues to be  substantially  lower than that experienced by the Bank in prior
years.

Deposits:
Deposits increased $6,389,148, or 4.02%, from $158,936,292 at September 30, 1999
to $165,325,440 at September 30, 2000.  This increase  relates  primarily to the
increase in certificates of deposit accounts of $10,604,087 from $126,091,137 at
September  30, 1999 to  $136,695,224  at  September  30,  2000.  The increase in
certificates  of deposit  accounts  relates  primarily  to an increase in public
funds.  Public  funds on deposit  totaled  $37,411,681  at  September  30,  2000
compared to  $20,885,226,  an increase of $16,526,455 or 79.13%.  This growth in
deposits is a result of the Bank's continued  effort to offer rates  competitive
with other financial  institutions in the area. The cost on savings deposits and
certificates  of deposit  increased 72 basis points from 4.93% at September  30,
1999 to 5.65% at September 30, 2000.  The cost on demand  deposits  decreased 30
basis points from 2.55% at September 30, 1999 to 2.25% at September 30,2000.

Of the $136,695,224 in certificates of deposit held by the Bank at September 30,
2000,  $117,992,165  of these  deposits  will  mature  during  the  year  ending
September 30, 2001. The majority of the Bank's time deposits  consist of regular
deposits from customers and institutional  investors from the Bank's surrounding
community  rather than brokered  deposit  accounts.  As a result,  most of these
local accounts are expected to remain with the Bank upon renewal.

Advances and other borrowings from Federal Home Loan Bank:
The Bank has  continued  to utilize  advances  from the  Federal  Home Loan Bank
("FHLB")  as a source  of  funds.  Fixed  term  advances  from the FHLB  totaled
$57,000,000  and $35,000,000 at September 30, 2000 and 1999,  respectively.  The
Bank  also has a line of  credit  with  the  FHLB.  The Bank had an  outstanding
balance on the line of credit of $0 and  $23,000,000  at September  30, 2000 and
1999,  respectively.  The funds provided by these borrowings were used primarily
to fund lending activity throughout the year. The weighted average cost of these
borrowings  from the FHLB was 6.31% and 5.39% as of September 30, 2000 and 1999,
respectively.  Of the advances and other borrowings outstanding at September 30,
2000, $30,000,000 matures during the year ending September 30, 2001.

Stockholders' equity:
Stockholders'  equity  increased  $1,257,857,  or  5.61%,  from  $22,404,147  at
September  30, 1999 to  $23,662,004  at September  30, 2000. As of September 30,
2000 the Company had repurchased  1,173,938 shares, or 51.46% of its outstanding
common stock to enhance  stockholder value. Total stock repurchases for the year
ended September 30, 2000 amounted to 60,148 shares at a cost of $1,082,534.


Asset/Liability Management

The Bank has established an  Asset/Liability  Management  Committee ("ALCO") for
the purpose of monitoring  and managing  interest rate risk. The Bank is subject
to the  risk of  interest  rate  fluctuations  to the  extent  that  there  is a
difference,  or  mismatch,  between  the amount of the  Bank's  interest-earning
assets and interest-bearing  liabilities that mature or reprice within specified
time periods. Consequently, when interest rates change, to the extent the Bank's
interest-earning  assets have longer  maturities or effective  repricing periods
than its  interest-bearing  liabilities,  the  interest  income  realized

                                       -7-
<PAGE>

on the Bank's  interest-earning assets will adjust more slowly than the interest
expense on its interest-bearing  liabilities.  This mismatch in the maturity and
interest rate  sensitivity of assets and liabilities is commonly  referred to as
the  "gap." A gap is  considered  positive  when the  amount  of  interest  rate
sensitive assets maturing,  or repricing,  during a specified period exceeds the
amount of interest rate sensitive liabilities maturing, or repricing during such
period,  and is considered  negative when the amount of interest rate  sensitive
liabilities  maturing or repricing  during a specified period exceeds the amount
of interest  rate  sensitive  assets  maturing or repricing  during such period.
Generally,  during a period of  rising  interest  rates,  a  negative  gap would
adversely  affect net  interest  income  while a positive gap would result in an
increase  in net  interest  income,  and during a period of  declining  interest
rates, a negative gap would result in an increase in net interest income while a
positive gap would  adversely  affect net  interest  income.  The Bank  utilizes
internally   generated  gap  reports  and  externally   prepared  interest  rate
sensitivity  of net  portfolio  value reports to monitor and manage its interest
rate risk.

Quarterly, the OTS prepares a report on the interest rate sensitivity of the net
portfolio value ("NPV") from information  provided by Bank. The IRR component is
a dollar  amount  that will be  deducted  from total  capital for the purpose of
calculating an institution's  risk-based capital  requirement and is measured in
terms of the sensitivity of its NPV to changes in interest rates. The NPV is the
difference  between  incoming  and outgoing  discounted  cash flows from assets,
liabilities,  and off-balance sheet contracts.  An institution's IRR is measured
as the change to its NPV as the result of a hypothetical  200 basis point change
in  market  interest  rates.  A  resulting  change in NPV of more than 2% of the
estimated market value of its assets will require the institution to deduct from
its capital  50% of that  excess  change.  The rule  provides  that the OTS will
calculate the IRR component quarterly for each institution.

The  following  tables  present  the  Bank's  NPV as  well as  other  data as of
September 30, 2000, as calculated by the OTS, based on  information  provided to
the OTS by the Bank.

<TABLE>
<CAPTION>
Change in Interest
Rates in Basis
Points (Rate Shock)               Net Portfolio Value                NPV as % of Present Value of Assets
-------------------  -------------------------------------------    -------------------------------------

                       $ Amount       $ Change         % Change           NPV Ratio          Change
                     ----------- ---------------    --------------  ------------------    ---------------
                        (Dollars in Thousands)

<S>                  <C>              <C>               <C>               <C>              <C>
     +300 bp           $  3,994         (17,385)          (81)  %            1.75   %         (686) bp
     +200 bp (1)       $  9,994         (11,384)          (53)  %            4.25   %         (436) bp
     +100 bp           $ 15,880          (5,498)          (26)  %            6.57   %         (205) bp
       0 bp            $ 21,378                                              8.62   %
     -100 bp           $ 25,514           4,135            19   %           10.08   %          146  bp
     -200 bp           $ 27,198           5,820            27   %           10.63   %          201  bp
     -300 bp           $ 28,834           7,456            35   %           11.16   %          254  bp
</TABLE>

    (1) Denotes rate shock used to compute interest rate risk capital component.
<TABLE>
<CAPTION>
                                                                     September 30, 2000
                                                                    ----------------------
<S>                                                                        <C>
Risk  Measures (200 Basis Point Rate Shock):

        Pre-Shock NPV Ratio:  NPV as % of Present Value of Assets            8.62%
        Exposure Measure:  Post-Shock NPV Ratio                              4.25%
        Sensitivity Measure:  Change in NPV Ratio                            4.36%
</TABLE>

Utilizing  the data above,  the Bank,  at September  30,  2000,  would have been
considered by the OTS to have been subject to "above normal" interest rate risk.
Accordingly,  a deduction  from  risk-based  capital  would have been  required.
However,  even with this  deduction,  the capital of the Bank would  continue to
exceed all regulatory requirements.

                                       -8-
<PAGE>
Set forth below is a breakout, by basis points of the Bank's NPV as of September
30, 2000 by assets, liabilities, and off balance sheet items.
<TABLE>
<CAPTION>
                                                                      No
Net Portfolio Value         -300 bp      -200 bp       -100 bp      Change       +100 bp       +200 bp     +300 bp
----------------------  ------------ ------------- ------------ ------------- ------------ ------------ ------------
<S>                      <C>           <C>          <C>          <C>           <C>          <C>          <C>
Assets                     $258,470      $255,863     $253,214     $ 248,147     $241,760     $235,009     $228,160
-Liabilities                229,755       228,748      227,751       226,775      225,816      224,872      223,939
+Off Balance Sheet              119            83           51             6          (64)        (143)        (227)
                        ------------ ------------- ------------ ------------- ------------ ------------ ------------
Net Portfolio Value        $ 28,834      $ 27,198     $ 25,514      $ 21,378     $ 15,880      $ 9,994      $ 3,994
                        ============ ============= ============ ============= ============ ============ ============
</TABLE>

Certain  assumptions  utilized by the OTS in assessing the interest rate risk of
savings  associations  were  employed in  preparing  the previous  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,  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.

Certain  shortcomings  are inherent in the preceding NPV tables because the data
reflect  hypothetical  changes in NPV based upon  assumptions used by the OTS to
evaluate the Bank as well as other  institutions.  However,  net interest income
should decline with instantaneous increases in interest rates while net interest
income should increase with instantaneous declines in interest rates. Generally,
during periods of increasing  interest rates, the Bank's interest rate sensitive
liabilities would reprice faster than its interest rate sensitive assets causing
a decline in the Bank's interest rate spread and margin.  This would result from
an increase in the Bank's cost of funds that would not be immediately  offset by
an  increase in its yield on earning  assets.  An increase in the cost of funds,
without an  equivalent  increase in the yield of earning  assets,  would tend to
reduce net interest income.

In times of decreasing interest rates, fixed rate assets could increase in value
and the lag in repricing of interest rate sensitive  assets could be expected to
have a positive effect on the Bank's net interest  income.  However,  changes in
only certain rates,  such as shorter term interest rate declines  without longer
term interest rate declines,  could reduce or reverse the expected  benefit from
decreasing interest rates.

The Company has  historically  invested in  interest-earning  assets that have a
longer duration than its interest-bearing  liabilities. The mismatch in duration
of the  interest-sensitive  liabilities  indicates  that the Bank is  exposed to
interest  rate risk. In a rising rate  environment,  in addition to reducing the
market  value of long-term  interest-earning  assets,  liabilities  will reprice
faster than assets; therefore,  decreasing net interest income. To mitigate this
risk, the Bank has placed a greater  emphasis on  shorter-term  higher  yielding
assets that reprice more frequently in reaction to interest rate  movements.  In
addition,  the Bank has continued to include in total assets a concentration  of
adjustable-rate  assets.  This will benefit the one-year  cumulative gap as such
adjustable-rate  assets  reprice and are more  responsive to the  sensitivity of
more frequently repricing interest-bearing liabilities.

During  the  fourth  quarter  of fiscal  year  2000,  management  evaluated  the
Company's  interest rate risk  position and  concluded  that it was necessary to
reduce the current level of interest rate risk. As a result of this  evaluation,
management  implemented  a plan to reduce  interest  rate risk by  reclassifying
loans  previously  held  for  investment  to loans  held-for-sale.  The Bank has
reclassified  $7,221,401  of  loans  held for  investment  to  held-for-sale  at
September 30, 2000. The Bank has historically  sold its 30-year fixed rate loans
in the  secondary  market and held its 15-year and 20-year  fixed rate  mortgage
loans to maturity.  However,  with the  implementation of the interest rate risk
plan,  management  plans to sell some loans from the 15-year  and 20-year  fixed
rate  portfolios.  At September 30, 2000,  management  was also  evaluating  the
possibility  of selling a portion of the Bank's Federal  Housing  Administration
and Veterans  Administration  ("FHA/VA") loans.  Management  pursued the sale of
loans  previously  classified  as held for  investment  to  improve  the  Bank's
liquidity and reduce  borrowings  and other  liabilities.  The completion of the
sale of these loans and the resulting application of the proceeds is intended to
have a positive affect on the Bank's level of interest rate risk.

                                      -9-
<PAGE>
Average Balances, Interest and Average Yields and Rates

The  following  table sets forth certain  information  relating to the Company's
average  balance sheet and reflects the average yield on assets and average cost
of liabilities for the periods indicated and the average yields earned and rates
paid.  Such yields and costs are  derived by  dividing  income or expense by the
average  balance  of  assets  or  liabilities,  respectively,  for  the  periods
presented. Average balances are derived from daily balances.

<TABLE>
<CAPTION>
                                                                       For Year Ended September 30,
                             At       ------------------------------------------------------------------------------
                         September 30,
                            2000                   2000                            1999                          1998
                        ------------- ------------------------------- ------------------------------ -------------------------------
                                                            Average                        Average                         Average
                             Yield/     Average              Yield/     Average             Yield/     Average              Yield/
                              Cost      Balance  Interest     Cost      Balance  Interest    Cost      Balance  Interest     Cost
                        ------------- ---------- --------- ---------- ---------- -------- ---------- ---------- --------- ----------
                                                                          (Dollars in Thousands)
<S>                        <C>      <C>        <C>         <C>      <C>        <C>        <C>      <C>         <C>        <C>
Interest-earning
assets:
  Loans receivable           8.11 %   $ 184,269  $ 14,783    8.02 %   $ 176,318  $14,102    8.00 %   $ 167,490   $13,741    8.20 %
  Mortgage-backed
    securities               6.79 %      11,752       765    6.51 %      17,555    1,108    6.31 %      29,724     1,927    6.48 %
  Investment
    securities               6.41 %      38,349     2,504    6.53 %      29,384    1,728    5.88 %      23,366     1,374    5.88 %
  Other interest-
    earning assets           5.97 %       4,558       178    3.91 %       3,548      121    3.41 %       3,169       165    5.21 %
                         ------------ ---------- --------- ---------- ---------- -------- ---------- ---------- --------- ----------
     Total interest-
       earning assets        7.75 %   $ 238,928  $ 18,230    7.63 %   $ 226,805  $17,059    7.52 %   $ 223,749   $17,207    7.69 %
                         ============ ========== ========= ========== ========== ======== ========== ========== ========= ==========
Non-interest earning
  assets:                                 6,898                           6,231                          5,580
                                      ----------                      ----------                     ----------
     Total assets                     $ 245,826                       $ 233,036                      $ 229,329
                                      ==========                      ==========                     ==========
Interest-bearing
liabilities:
  Demand deposits            2.25 %    $ 23,608     $ 630    2.67 %    $ 22,941    $ 597    2.60 %    $ 21,586     $ 669    3.10 %
  Savings deposits
    and certificates
    of deposit               5.65 %     130,047     6,710    5.16 %     133,729    6,918    5.17 %     127,290     6,917    5.43 %
  Other liabilities          6.31 %      64,253     3,889    6.05 %      48,671    2,513    5.16 %      44,763     2,631    5.88 %
                         ------------ ---------- --------- ---------- ---------- -------- ---------- ---------- --------- ----------
     Total interest-
       bearing
       liabilities           5.50 %   $ 217,908  $ 11,229    5.15 %   $ 205,341  $10,028    4.88 %   $ 193,639   $10,217    5.28 %
                         ============ ========== ========= ========== ========== ======== ========== ========== ========= ==========
Non-interest bearing
  liabilities                             4,618                           4,348                          4,242
                                      ----------                      ----------                     ----------
     Total liabilities                $ 222,526                       $ 209,689                      $ 197,881
                                      ==========                      ==========                     ==========
Stockholder's equity                     23,300                          23,347                         31,448
                                      ----------                      ----------                     ----------
     Total liabilities
       and
       stockholders'
       equity                         $ 245,826                       $ 233,036                      $ 229,329
                                      ==========                      ==========                     ==========
Net interest income                               $ 7,001                        $ 7,031                         $ 6,990
                                                 =========                       ========                       =========
Interest rate spread         2.25 %                          2.48 %                         2.64 %                          2.41 %
                         ============                      ==========                     ==========                      ==========
Net yield on interest-
  earning assets                                             2.93 %                         3.10 %                          3.12 %
                                                           ==========                     ==========                      ==========
Ratio of interest-
  earning assets
  to interest-
  bearing liabilities                                      109.65 %                       110.45 %                        115.55 %
                                                           ==========                     ==========                      ==========
</TABLE>

                                      -10-
<PAGE>

The following  Rate/Volume  Analysis table presents,  for the periods indicated,
information  regarding  changes in  interest  income and  interest  expense  (in
thousands)  of the Company.  For each  category of  interest-earning  assets and
interest-bearing   liabilities,   information   is   provided   on  the  changes
attributable  to (i) changes in volume (changes in average daily balances of the
portfolio  multiplied by the prior year rate),  (ii) changes in rate (changes in
rate multiplied by prior year volume), and (iii) changes in rate/volume (changes
in rate multiplied by the change in average volume).

<TABLE>
<CAPTION>
                                                                     Years Ended September 30,
                                     ------------------------------------------------------------------------------------------
                                                    2000 vs. 1999                                 1999 vs. 1998
                                     -------------------------------------------- ---------------------------------------------
                                              Increase (Decrease) Due to                   Increase (Decrease) Due to
                                     -------------------------------------------- ---------------------------------------------
                                                               Rate/                                         Rate/
                                        Volume       Rate      Volume       Net       Volume       Rate      Volume       Net
                                     ----------  ---------- --------- ----------- ----------- ----------- ---------  ----------
                                                                                     (In Thousands)
<S>                                    <C>          <C>        <C>      <C>         <C>        <C>        <C>         <C>
Interest income:
   Loans receivable                      $ 642       $  36      $  3      $  681       $ 723      $ (336)    $ (26)      $ 361
   Mortgage-backed securities             (366)         35       (12)       (343)       (790)        (52)       23        (819)
   Investment securities                   527         191        58         776         354           -         -         354
   Other interest-earning assets            35          18         4          57          19         (58)       (5)        (44)
                                     ----------  ---------- --------- ----------- ----------- ----------- ---------  ----------

     Total interest-earning assets       $ 838       $ 280      $ 53      $1,171       $ 306      $ (446)    $  (8)      $(148)
                                     ==========  ========== ========= =========== =========== =========== =========  ==========

Interest expense:
   Demand deposits                       $  17       $  16      $  -      $   33       $  42      $ (108)     $ (6)      $ (72)
   Savings deposits and
     certificates of deposits             (195)        (13)        -        (208)        350        (331)      (18)          1
   Other liabilities                       804         433       139       1,376         230        (322)      (26)       (118)
                                     ----------  ---------- --------- ----------- ----------- ----------- ---------  ----------

     Total interest-bearing liabilities  $ 626       $ 436      $139      $1,201       $ 622      $ (761)    $ (50)      $(189)
                                     ==========  ========== ========= =========== =========== =========== =========  ==========

Change in net interest income            $ 212      $ (156)     $(86)      $ (30)     $ (316)      $ 315      $ 42        $ 41
                                     ==========  ========== ========= =========== =========== =========== =========  ==========
</TABLE>

Results of Operations

General:
Net income  increased  $27,795,  or 1.18%,  from  $2,355,570  for the year ended
September 30, 1999 to  $2,383,365  for the year ended  September 30, 2000.  This
resulted  in diluted  earnings  per share of $2.04  ($2.19 per basic  share) for
fiscal year 2000 compared to $1.87 per diluted share ($2.06 per basic share) for
fiscal year 1999.  This slight  increase in net income  relates  primarily  to a
reduction  in the  provision  for losses on loans  offset by a decrease in other
non-interest income.

Net income  decreased  slightly from $2,363,798 for the year ended September 30,
1998 to $2,355,570 for the year ended  September 30, 1999, a decrease of $8,228.
The decrease in net income relates primarily to an increase in the provision for
losses on loans offset by an increase in the gain on sale of investments.

Net interest income:
The  operating  results  of the  Company  depend  to a great  degree  on its net
interest   income,   which  is  the  difference   between   interest  income  on
interest-earning  assets,  primarily  loans,   mortgage-backed   securities  and
investment  securities,  and interest expense on  interest-bearing  liabilities,
primarily deposits and borrowings.

Total interest  income  increased  $1,171,556,  or 6.87%, to $18,230,608 for the
year ended September 30, 2000, from $17,059,052 for the year ended September 30,
1999. This increase  resulted partly from the average yield on  interest-earning
assets  increasing  to 7.63% for the year ended  September  30, 2000 compared to
7.52% for the year

                                      -11-
<PAGE>

ended September 30, 1999. Additionally,  the increase was the
result of an increase  in the size of the loan and  investment  portfolios.  The
change in interest income due to the volume of loans  receivable was an increase
of  $642,000  during  fiscal  year 2000 from  fiscal  year  1999.  The change in
interest  income due to the volume of investment  securities  was an increase of
$527,000 during fiscal year 20000 from fiscal year 1999.  Income  resulting from
the increase in loan and investment  volume was partially offset by decreases in
the volume of mortgage-backed securities.

Interest expense for the year ended September 30, 2000 increased $1,200,765,  or
11.97%,  to $11,229,360 from $10,028,595 at September 30, 1999. This increase is
primarily  due to an  increase  in the  volume of  borrowed  funds.  The  Bank's
rate/volume  analysis  reflects  approximately  $626,0000  of  the  increase  in
interest expense resulting from changes in volume.

Net  interest  income  decreased  $29,209,  from  $7,030,457  for the year ended
September 30, 1999 to $7,001,248 for the year ended September 30, 2000. Based on
the portfolios of interest-earning  assets and  interest-bearing  liabilities at
the end of the last three fiscal years,  interest rate spreads were 2.25%, 2.89%
and 2.51% at September 30, 2000,  1999 and 1998,  respectively.  The decrease in
net interest income is  attributable  to the overall  increase in interest rates
during  fiscal  2000.  As interest  rates  increase,  the Bank's  interest  rate
sensitive  liabilities  reprice faster than its interest rate  sensitive  assets
causing a decline in the  Bank's  interest  rate  spread  and  margin.  This has
resulted  from an  increase  in the  Bank's  cost of  funds  that  could  not be
immediately offset by an increase in its yield on earning assets.  This has been
partially offset by an increase in net interest income attributable to volume of
$212,000  resulting from a shift in the composition of  interest-earning  assets
from generally lower yielding mortgage-backed securities to loans and investment
securities.  The risks  related  to  interest  rate  movement  are  managed  and
continuously reviewed by management.
See "Asset/Liability Management."

Interest  income was  $17,059,052 for the year ended September 30, 1999 compared
to  $17,207,440  for the year ended  September 30, 1998, a decrease of $148,388.
This  decrease  was the  result a decrease  due to the rate of  interest-earning
assets of  $446,000  offset  by an  increase  due to volume of  interest-earning
assets of $306,000.

Interest  expense for the year ended  September 30, 1999 decreased  187,968,  or
1.84%, to $10,028,595  from $10,216,563 at September 30, 1998. This decrease was
due to a decrease in the average cost of interest-bearing liabilities.  Although
the average balance of interest-bearing  liabilities increased from $193,639,000
for fiscal year 1998 to $205,341,000  for fiscal year 1999, the average cost for
the  periods  decreased  from  5.28% to  4.88%,  respectively.  The  rate/volume
analysis  reflects this change,  resulting in a decrease in the  rate/volume  of
interest-bearing liabilities of $50,000.

Net  interest  income  increased  $39,580,  from  $6,990,877  for the year ended
September 30, 1998 to  $7,030,457  for the year ended  September  30, 1999.  The
average net interest  spread of the Bank increased from 2.41% for the year ended
September  30, 1998 to 2.64% for the year ended  September 30, 1999, an increase
of 23 basis points.  This increase in interest spread related to the significant
increase in  origination  and purchases of mortgage loans at yields in excess of
yields on maturing investments and mortgage-backed securities.

Provision for losses on loans:
The Bank maintains, and the Board of Directors monitors, allowances for possible
losses on loans.  These  allowances  are  established  based  upon  management's
periodic evaluation of known and inherent risks in the loan portfolio, review of
significant  individual loans and collateral,  review of delinquent  loans, past
loss experience,  adverse  situations that may affect the borrowers'  ability to
repay,  current and expected  market  conditions,  and other factors  management
deems important.  Determining the appropriate  level of reserves involves a high
degree of management  judgment and is based upon historical and projected losses
in the  loan  portfolio  and the  collateral  value of  specifically  identified
problem loans.  Additionally,  allowance  strategies and policies are subject to
periodic  review and revision in response to current market  conditions,  actual
loss experience and management's expectations.

The  allowance  for loss on loans  was  $1,376,707  at  September  30,  2000 and
$1,317,676  at September 30, 1999.  The provision for losses on loans  decreased
$518,030,  or 65.99%  from  $785,000  for the year ended  September  30, 1999 to
$266,970 for the year ended  September  30, 2000.  The  provision  for losses on
loans is the method by which the  allowance  for losses is  adjusted  during the
period.

                                      -12-
<PAGE>

During  fiscal 1999 the bank became aware that a large number of consumer  loans
at one branch had not been  properly  underwritten.  Throughout  fiscal 1999 the
bank  realized  the  degree of the  problem  and began to adjust  the  allowance
accordingly.  The  Bank  also  took  additional  steps  to  ensure  that  proper
underwriting  guidelines  would be  followed in the  future.  Management  is now
keenly  aware of the need to closely  monitor  the  consumer  loan  underwriting
process  and has made every  effort to  identify  and  address  any  substandard
consumer loans.  The Bank continues to rely on the origination of consumer loans
and  it  intends  to  enforce  proper  underwriting  guidelines  prior  to  loan
origination. The Bank increased the allowance for loan losses during fiscal 2000
and 1999 in response to the identified loans.

The Bank had loan chargeoff's,  net of recoveries,  of $207,939 and $604,077 for
fiscal years 2000 and 1999,  respectively.  Although the Bank has experienced an
increase in consumer loan losses during fiscal 2000 and 1999, the Bank continues
to experience  loan losses below industry  averages.  Historical  non-performing
loan ratios are presented  with the  five-year  financial  summary  information.
While  management  maintains  its  allowance  for loan losses at levels which it
considers  adequate to provide for potential  losses,  there can be no assurance
that  additions  will not be made to the allowance in future years and that such
losses will not exceed the estimated amounts.

The allowance  for loan losses was  $1,317,676  and  $1,136,753 at September 30,
1999 and 1998, respectively.  The provision for losses on loans was $785,000 for
the year ended  September  30,  1999  compared  to  $265,000  for the year ended
September  30,  1998,  an increase of $520,000 or 196.23%.  The  increase in the
allowance  for the year  ended  September  30,  1999 was  based on  management's
evaluation  of the  allowance  in  relation  to the  increase in the Bank's loan
portfolio,  including  increases in  non-mortgage  lending,  and the increase in
non-performing loans discussed above.

Non-interest income:
Non-interest income decreased $658,581,  or 40.25%, from $1,636,061 for the year
ended September 30, 1999 to $977,480 for the year ended September 30, 2000. This
was primarily due to the decrease in the net gain on the sale of  investments to
$50,768 for fiscal year 2000  compared to $500,123  for fiscal  1999, a $449,355
decrease,  or 89.85%  and the  decrease  in the net gain on the sale of loans to
$180,979  for fiscal year 2000  compared to $462,813 for fiscal 1999, a $281,834
decrease, or 60.90%.

Non-interest  income increased $410,103 or 33.45%,  from $1,225,958 for the year
ended  September 30, 1998 to $1,636,061  for the year ended  September 30, 1999.
The  primary  reason  for  this  increase  was  due to the  net  gain on sale of
investments of $500,123, consisting of sales of corporate equity securities. The
net gain on sale of  investments  increased  $297,824,  or 147.22% from $202,299
during fiscal 1998. Additionally,  service charges and late charges increased by
$58,263, or 17.16%, and other income increased $56,118, or 103.46%,  from fiscal
1998 to fiscal 1999.

Non-interest expense:
Non-interest  expense decreased $134,949,  or 3.22% from $4,191,395 for the year
ended  September 30, 1999 to $4,056,446  for the year ended  September 30, 2000.
The Bank  experienced a $161,450  decrease in compensation  and related expenses
due to vacant employee positions and reduced costs of employee benefit plans.

Non-interest  expense  increased  $56,957 or 1.38% from  $4,134,438 for the year
ended  September 30, 1998 to $4,191,395  for the year ended  September 30, 1999.
This increase related  primarily to increases in normal costs of doing business.
The Company  also  experienced  continued  increases  in  equipment  expense and
depreciation incurred to become Year 2000 compliant.

Income taxes:
Income tax expense  decreased  $62,606,  or 4.69%,  from $1,334,553 for the year
ended  September 30, 1999 to $1,271,947  for the year ended  September 30, 2000.
This decrease in income tax resulted  primarily  from a decrease in state income
tax expense and the benefit of non-taxable income.

The Company's income tax expense  decreased  $119,046 or 8.19%,  from $1,453,599
for the year ended September 30, 1998 to $1,334,553 for the year ended September
30, 1999. The slight  decrease in income tax resulted from a decrease in pre-tax
income.

                                      -13-
<PAGE>

Liquidity and Capital Resources

Liquidity  is  measured  by a  financial  institution's  ability to raise  funds
through  (i)  deposits,  (ii)  principal  repayments  on loans,  mortgage-backed
securities and  investment  securities,  (iii) advances from the FHLB,  (iv) the
sale available-for-sale securities and (v) cash generated from operations.

During fiscal 2000, cash and cash equivalents  decreased  $885,759.  The Company
had  net  cash  used by  investing  activities  of  $6,754,825  which  consisted
primarily  of  loans  purchased  for  investment.  This was  offset  by net cash
provided by operating and financing  activities  of $1,666,682  and  $4,202,384,
respectively.  Cash  and  cash  equivalents  provided  by  operating  activities
consisted of normal operating activities.  Cash and cash equivalents provided by
financing  activities  resulted  primarily  from the net  increase in  deposits.
Amounts  provided or used by investing  activities tend to fluctuate from period
to  period  primarily  as a result  of (i)  principal  repayments  on loans  and
mortgage-backed   securities,  (ii)  the  purchase  and  origination  of  loans,
mortgage-backed  securities  and  investment  securities and (iii) proceeds from
maturities and sales of investment securities.

During fiscal 1999, cash and cash equivalents increased by $3,131,352, primarily
as a result  of an  increase  in net  borrowings  from FHLB  advances  and other
borrowings,  resulting  in total  funds  provided  by  financing  activities  of
$15,638,016.  Advances from the FHLB have been the primary source to balance the
Company's  funding needs during each of the fiscal years presented.  The Company
also had net cash  provided by  operating  activities  of  $5,916,102.  The cash
provided  by  financing  and  operating  activities  was  offset by cash used by
investing activities of $18,422,766

The  Company's  principal  asset is its  investment  in the capital stock of the
Bank, and because it does not generate any significant  revenues  independent of
the  Bank,  the  Company's  liquidity  is  dependent  on the  extent to which it
receives  dividends  from the Bank.  The Bank's  ability to pay dividends to the
Company is  dependent  on its ability to generate  earnings  and is subject to a
number  of   regulatory   restrictions,   the   liquidation   account   and  tax
considerations.  The  Bank  must  give  the OTS 30 days  advance  notice  of any
proposed  declaration of dividends to the Company, and the OTS has the authority
under its  supervisory  powers to  prohibit  the  payment  of  dividends  to the
Company.  In  addition,  the Bank may not declare or pay a cash  dividend on its
capital  stock if the dividend  would (1) reduce the  regulatory  capital of the
Bank  below the amount  required  for the  liquidation  account  established  in
connection  with the  conversion  from  mutual to stock  form or (2)  reduce the
amount of capital of the Bank below the  amounts  required  in  accordance  with
other OTS  regulations.  In  contrast,  the  Company has fewer  restrictions  on
dividends.  Future dividend distributions by the Bank in excess of Bank earnings
could result in recapture of income tax bad debt deductions  resulting in income
tax on the amounts recaptured.  See Notes 11, 12 and 20 of Notes to Consolidated
Financial   Statements  for   additional   information  on  capital  levels  and
compliance, tax bad debt reserves and the liquidation account.

Cash  dividends  paid by the parent  company to its  common  stock  shareholders
totaled  $650,889,  $805,072 and $929,243 during the fiscal years 2000, 1999 and
1998,  respectively.  The payment of dividends on the common stock is subject to
the  direction of the Board of Directors of the Company and depends on a variety
of factors,  including  operating  results and financial  condition,  liquidity,
regulatory  capital  limitations  and other factors.  It is the intention of the
Bank to continue to pay dividends to the parent company,  subject to regulatory,
income tax and liquidation  account  considerations,  to cover cash dividends on
common stock when and as declared by the parent company.

The Bank is required under applicable federal  regulations to maintain specified
levels of "liquid" investments in qualifying types of U.S.  Government,  federal
agency and other investments  having  maturities of five years or less.  Current
OTS  regulations  require that a savings bank maintain liquid assets of not less
than 4% of its average daily balance of net withdrawable  deposit  accounts.  At
September 30, 2000, the Bank met its liquidity  requirement  and expects to meet
this  requirement  in the  future.  Liquidity  levels will vary  depending  upon
savings  flows,   future  loan  fundings,   cash  operating  needs,   collateral
requirements  and  general  prevailing  economic  conditions.  The Bank  adjusts
liquidity as  appropriate  to meet its  asset/liability  objectives and does not
foresee any difficulty in meeting its liquidity requirements.

OTS has also set minimum capital requirements for institutions such as the Bank.
The capital standards require the maintenance of regulatory  capital  sufficient
to  meet a  tangible  capital  requirement,  a core  capital  requirement  and a

                                      -14-
<PAGE>

risk-based capital  requirement.  At September 30, 2000 the Bank exceeded all of
the minimum capital requirements as currently required.  Please refer to Note 12
of  the  accompanying  Notes  to  Consolidated  Financial  Statements  for  more
information  regarding the Bank's  regulatory  capital position at September 30,
2000.

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in
accordance  with generally  accepted  accounting  principles,  which require the
measurement of financial  position and operating  results in terms of historical
dollars without considering the change in the relative purchasing power of money
over time due to inflation. Unlike most industrial companies,  virtually all the
assets and liabilities of a financial  institution are monetary in nature.  As a
result,   interest  rates  have  a  more  significant   effect  on  a  financial
institution's  performance  than 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.

Implementation of New Accounting Pronouncements

The Company will implement two new accounting standards during fiscal year 2001.
See Notes 1 and 23 to the Consolidated  Financial Statements for a discussion of
the new accounting pronouncements and their effect on the Company.

                                      -15-

<PAGE>








                         Report of Independent Auditors




To the Board of Directors and Stockholders of
Landmark Bancshares, Inc.
Dodge City, Kansas


We have audited the accompanying  consolidated statements of financial condition
of Landmark  Bancshares,  Inc. and subsidiary as of September 30, 2000 and 1999,
and the related  consolidated  statements of operations,  comprehensive  income,
changes in  stockholders'  equity and cash flows for each of the three  years in
the  period  ended  September  30,  2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Landmark Bancshares,  Inc. and
subsidiary  as of  September  30,  2000  and  1999,  and the  results  of  their
operations  and cash  flows  for each of the  three  years in the  period  ended
September 30, 2000 in conformity with generally accepted accounting principles.




                                                 /s/Regier Carr & Monroe, L.L.P.
                                                 -------------------------------
                                                 Regier Carr & Monroe, L.L.P.

October 26, 2000
Wichita, Kansas


                                      F-1


<PAGE>
                            Landmark Bancshares, Inc.

                 Consolidated Statements of Financial Condition
                           September 30, 2000 and 1999
<TABLE>
<CAPTION>

ASSETS                                                                2000            1999
                                                                  ------------    -------------
<S>                                                             <C>              <C>
Cash and due from banks:
    Non-interest bearing                                         $   1,335,431    $   1,598,533
    Interest bearing                                                 3,754,540        4,377,197
                                                                 -------------    -------------
          Total cash and due from banks                              5,089,971        5,975,730
Time deposits in other financial institutions                          281,771          289,864
Investment securities held-to-maturity (estimated market
    value of $27,263,608 and $27,969,640 at September 30,
    2000 and 1999, respectively)                                    28,666,885       28,849,853
Investment securities available-for-sale                             9,587,607       12,022,530
Mortgage-backed securities held-to-maturity (estimated
    market value of $10,035,853 and $13,471,716 at
    September 30, 2000 and 1999, respectively)                      10,112,018       13,489,174
Loans receivable, net                                              182,659,647      177,236,196
Loans held-for-sale                                                  8,854,493          604,395
Accrued income receivable                                            1,641,904        1,547,901
Foreclosed assets, net                                                 170,724          146,883
Office properties and equipment, net                                 1,635,170        1,759,770
Prepaid expenses and other assets                                    1,666,882        1,949,751
Income taxes receivable, current                                        99,217          154,072
Deferred income taxes                                                  209,686           89,865
                                                                 -------------    -------------
          Total assets                                           $ 250,675,975    $ 244,115,984
                                                                 =============    =============


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
    Deposits                                                     $ 165,325,440    $ 158,936,292
    Advances and other borrowings from
       Federal Home Loan Bank                                       57,000,000       58,000,000
    Advances from borrowers for taxes and insurance                  2,337,045        2,143,805
    Accrued expenses and other liabilities                           2,351,486        2,631,740
                                                                 -------------    -------------
          Total liabilities                                        227,013,971      221,711,837
                                                                 -------------    -------------

Commitments and contingencies

Stockholders' equity:
    Preferred stock, no par value; 5,000,000 shares
      authorized; none issued
    Common stock, $0.10 par value; 10,000,000 shares
      authorized; 2,281,312 shares issued and outstanding              228,131          228,131
    Additional paid-in capital                                      22,475,208       22,706,378
    Retained income, substantially restricted                       24,022,616       22,290,140
    Accumulated other comprehensive income (loss)                     (110,594)        (120,493)
    Unamortized stock acquired by Employee Stock
      Ownership Plan                                                  (418,963)        (555,841)
    Treasury stock, at cost, 1,173,938 and 1,149,748 shares at
      September 30, 2000 and 1999, respectively                    (22,534,394)     (22,144,168)
                                                                 -------------    -------------
          Total stockholders' equity                                23,662,004       22,404,147
                                                                 -------------    -------------
          Total liabilities and stockholders' equity             $ 250,675,975    $ 244,115,984
                                                                 =============    =============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                      F-2
<PAGE>
                            Landmark Bancshares, Inc.

                      Consolidated Statements of Operations
              For the Years Ended September 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>
                                                                    2000                  1999                  1998
                                                          -------------------    ------------------    ------------------
<S>                                                          <C>                    <C>                   <C>
Interest and dividend income:
    Loans, including fees                                       $ 14,782,605           $14,101,667           $13,741,660
    Debt securities:
        Taxable                                                    2,198,067             1,414,098             1,096,020
        Tax-exempt                                                    62,683                71,563                72,925
    Dividends                                                        422,436               363,280               369,990
    Mortgage-backed securities                                       764,817             1,108,444             1,926,845
                                                          -------------------    ------------------    ------------------
         Total interest and dividend income                       18,230,608            17,059,052            17,207,440
                                                          -------------------    ------------------    ------------------
Interest expense:
    Deposits                                                       7,340,453             7,515,201             7,585,688
    Borrowed funds                                                 3,888,907             2,513,394             2,630,875
                                                          -------------------    ------------------    ------------------
         Total interest expense                                   11,229,360            10,028,595            10,216,563
                                                          -------------------    ------------------    ------------------
         Net interest income                                       7,001,248             7,030,457             6,990,877

Provision for losses on loans                                        266,970               785,000               265,000
                                                          -------------------    ------------------    ------------------
    Net interest income, after provision for losses                6,734,278             6,245,457             6,725,877
                                                          -------------------    ------------------    ------------------
Non-interest income:
    Service charges and late charges                                 455,021               397,741               339,478
    Net gain on sale of available-for-sale securities                 50,768               500,123               202,299
    Net gain on sale of loans                                        180,979               462,813               472,908
    Service fees on loans sold                                       157,891               165,025               157,032
    Other                                                            132,821               110,359                54,241
                                                          -------------------    ------------------    ------------------
         Total non-interest income                                   977,480             1,636,061             1,225,958
                                                          -------------------    ------------------    ------------------
Non-interest expenses:
    Compensation and related expenses                              2,338,671             2,500,121             2,494,710
    Occupancy expense                                                259,201               252,790               243,633
    Federal insurance premium                                        106,075               149,201               156,064
    Data processing                                                  164,622               189,011               207,733
    Other expense                                                  1,187,877             1,100,272             1,032,298
                                                          -------------------    ------------------    ------------------
         Total non-interest expenses                               4,056,446             4,191,395             4,134,438
                                                          -------------------    ------------------    ------------------
         Income before income taxes                                3,655,312             3,690,123             3,817,397
                                                          -------------------    ------------------    ------------------
Income taxes:
    Currently payable                                              1,399,631             1,377,937             1,529,953
    Deferred tax expense (benefit)                                  (127,684)              (43,384)              (76,354)
                                                          -------------------    ------------------    ------------------
                                                                   1,271,947             1,334,553             1,453,599
                                                          -------------------    ------------------    ------------------
         Net income                                              $ 2,383,365           $ 2,355,570           $ 2,363,798
                                                          ===================    ==================    ==================
Earnings per share:
    Basic                                                        $      2.19           $      2.06           $      1.56
                                                          ===================    ==================    ==================
    Diluted                                                      $      2.04           $      1.87           $      1.42
                                                          ===================    ==================    ==================
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-3
<PAGE>
                            Landmark Bancshares, Inc.

                 Consolidated Statements of Comprehensive Income
              For the Years Ended September 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>

                                                                         2000                1999                 1998
                                                               -------------------  ------------------   ------------------
<S>                                                                 <C>                 <C>                  <C>
Net income                                                           $  2,383,365        $  2,355,570         $  2,363,798
                                                               -------------------  ------------------   ------------------

Other comprehensive income (loss), net of tax:
     Unrealized gains (losses) on securities:
         Unrealized holding gains (losses) arising
            during period                                                  40,944             (73,748)            (505,531)

         Less:  reclassification adjustment for
            gains included in net income                                  (31,045)           (330,081)            (133,517)
                                                               -------------------  ------------------   ------------------
     Total other comprehensive income (loss)                                9,899            (403,829)            (639,048)
                                                               -------------------  ------------------   ------------------
Comprehensive income                                                 $  2,393,264        $  1,951,741         $  1,724,750
                                                               ===================  ==================   ==================

</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-4
<PAGE>
                            Landmark Bancshares, Inc.

           Consolidated Statements of Changes in Stockholders' Equity
              For the Years Ended September 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>
                                                                               Unamortized
                                                                Accumulated       Common     Unamortized
                                    Additional                     Other          Stock      ompensation                   Total
                         Common       Paid-in     Retained     Comprehensive   Acquired by   Related to     Treasury   Stockholders'
                         Stock        Capital      Income         Income           ESOP         MSBP         Stock        Equity
                        ---------  ------------- ------------- ------------  --------------  ----------- -------------- ------------
<S>                    <C>        <C>           <C>             <C>            <C>          <C>          <C>           <C>
Balance,
  September 30, 1997    $228,131   $ 22,173,827  $ 19,305,087    $ 922,384      $ (844,597)  $ (289,567)  $ (9,249,935) $32,245,330
Allocation of shares
  by Employees' Stock
  Ownership Plan                        175,691                                    151,878                                  327,569
Amortization of
  compensation related
  to Management Stock
  Bonus Plan                            108,968                                                 193,045                     302,013
Compensation related to
  stock options granted                   7,658                                                                               7,658
Net income for the
  year ended
  September 30, 1998                                2,363,798                                                             2,363,798
Cash dividend paid
  ($0.60 per share)                                  (929,243)                                                             (929,243)
Net change in unrealized
  gain on available-
  for-sale investment
  securities                                                      (639,048)                                                (639,048)
Purchase of 360,707
  treasury shares                                                                                           (8,654,310)  (8,654,310)
                        --------   ------------  ------------    ---------      ----------   ----------   ------------  -----------
Balance,
  September 30, 1998     228,131     22,466,144    20,739,642      283,336        (692,719)     (96,522)   (17,904,245)  25,023,767
Allocation of shares
  by Employees' Stock
  Ownership Plan                         98,672                                    136,878                                  235,550
Amortization of
  compensation related
  to Management Stock
  Bonus Plan                            104,809                                                  96,522                     201,331
Compensation related to
  stock options granted                  36,753                                                                              36,753
Net income for the
  year ended
  September 30, 1999                                2,355,570                                                             2,355,570
Cash dividend paid
  ($0.70 per share)                                  (805,072)                                                             (805,072)
Net change in
  unrealized gain
  on available-for-sale
  investment securities                                           (403,829)                                                (403,829)
Purchase of 196,370
  treasury shares                                                                                           (4,239,923)  (4,239,923)
                        --------   ------------  ------------    ---------      ----------   ---------    ------------  -----------
Balance,
  September 30, 1999     228,131     22,706,378    22,290,140     (120,493)       (555,841)          -     (22,144,168)  22,404,147
Allocation of shares by
  Employees' Stock
  Ownership Plan                         59,134                                    136,878                                  196,012
Compensation related to
  stock options granted                  48,585                                                                              48,585
Exercise of stock options,
  35,958 treasury shares               (338,889)                                                               692,308      353,419
Net income for the
  year ended
  September 30, 2000                                2,383,365                                                             2,383,365
Cash dividend paid
  ($0.60 per share)                                  (650,889)                                                             (650,889)
Net change in unrealized
  gain on available-
  for-sale investment
  securities                                                         9,899                                                    9,899
Purchase of 60,148
  treasury shares                                                                                           (1,082,534)  (1,082,534)
                        --------   ------------  ------------    ---------      ----------   ---------     ------------  -----------
Balance,
  September 30, 2000    $228,131   $ 22,475,208  $ 24,022,616    $(110,594)     $ (418,963)  $       -    $(22,534,394) $23,662,004
                        ========   ============  ============    =========      ==========   =========    ============  ===========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-5
<PAGE>
                            Landmark Bancshares, Inc.

                      Consolidated Statements of Cash Flows
              For the Years Ended September 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>
                                                                             2000                1999                1998
                                                                   ------------------  ------------------  -----------------
<S>                                                                    <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                         $  2,383,365        $  2,355,570        $ 2,363,798
     Adjustments to reconcile net income to net cash
         provided (used) by operating activities:
            Depreciation                                                     231,345             208,330            157,885
            Realized gain on sale of investment securities
              available-for-sale                                             (50,768)           (500,123)          (202,299)
            (Increase) decrease in accrued interest receivable               (94,003)           (104,054)             2,758
            Decrease in income taxes                                         (72,828)           (169,974)           (38,272)
            Increase (decrease) in accounts payable and
               accrued expenses                                             (280,254)            894,660           (567,513)
            Amortization of premiums and discounts
              on investments and loans, net                                  (60,664)           (116,723)           (85,099)
            Amortization of mortgage servicing rights                         89,036              90,636             50,692
            Provision for losses on loans                                    266,970             785,000            265,000
            Sale of loans held-for-sale                                    8,939,705          23,698,249         22,831,874
            Gain on sale of loans held-for-sale                             (180,979)           (462,813)          (472,908)
            Origination of loans held-for-sale                            (9,787,423)        (20,482,876)       (20,450,773)
            Purchase of loans held-for-sale                                                     (671,690)        (1,033,045)
            Amortization related to MSBP and ESOP                            136,878             233,400            344,923
            Other non-cash items, net                                        146,302             158,510            105,714
                                                                   ------------------  ------------------  -----------------
Net cash provided by operating activities                                  1,666,682           5,916,102          3,272,735
                                                                   ------------------  ------------------  -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Loan originations and principal collections, net                      2,267,263           8,318,338         (1,076,137)
     Loans purchased for investment                                      (15,431,149)        (14,529,810)       (16,852,563)
     Principal repayments on mortgage-backed securities                    3,371,577           8,988,926         14,943,744
     Acquisition of mortgage-backed securities
       held-to-maturity                                                                         (763,809)
     Acquisition of investment securities held-to-maturity                                   (22,425,730)       (10,885,469)
     Acquisition of investment securities available-for-sale                (825,000)         (4,439,929)        (3,588,429)
     Acquisition of equity investment                                                                              (250,000)
     Proceeds on disposition of equity investment                            165,525
     Proceeds from sale of investment securities
       available-for-sale                                                  3,328,452           1,478,042            647,553
     Proceeds from maturities and calls of investment
       securities held-to-maturity                                           200,000           5,191,000         18,150,000
     Net (increase) decrease in time deposits                                  8,093             (39,997)          (139,287)
     Proceeds from sale of foreclosed assets                                 281,826             231,838            488,420
     Acquisition of fixed assets                                            (106,745)           (249,886)          (698,917)
     Other investing activity, net                                           (14,667)           (181,749)          (114,061)
                                                                   ------------------  ------------------  -----------------
Net cash provided (used) by investing activities                          (6,754,825)        (18,422,766)           624,854
                                                                   ------------------  ------------------  -----------------
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-6
<PAGE>
                            Landmark Bancshares, Inc.

                Consolidated Statements of Cash Flows (Continued)
              For the Years Ended September 30, 2000, 1999 and 1998
<TABLE>
<CAPTION>
                                                                              2000                 1999                1998
                                                                   -------------------  -------------------  ------------------
<S>                                                                   <C>                  <C>                <C>
CASH FLOWS FROM FINANCING ACTIVITIES

    Net increase in deposits                                            $   6,389,148        $   4,143,376       $  10,058,177
    Net increase in escrow accounts                                           193,240              239,635             231,113
    Proceeds from FHLB advances and other borrowings                      405,500,000           91,800,000          31,700,000
    Repayment of FHLB advances and other borrowings                      (406,500,000)         (75,500,000)        (36,200,000)
    Purchase of treasury stock                                             (1,082,534)          (4,239,923)         (8,654,310)
    Proceeds from exercise of stock options                                   359,580
    Dividends paid                                                           (650,889)            (805,072)           (929,243)
    Other financing activity, net                                              (6,161)
                                                                   -------------------  -------------------  ------------------
Net cash provided (used) by financing activities                            4,202,384           15,638,016          (3,794,263)
                                                                   -------------------  -------------------  ------------------
Net (decrease) increase in cash and cash equivalents                         (885,759)           3,131,352             103,326

Cash and cash equivalents at beginning of year                              5,975,730            2,844,378           2,741,052
                                                                   -------------------  -------------------  ------------------
Cash and cash equivalents at end of year                                $   5,089,971        $   5,975,730       $   2,844,378
                                                                   ===================  ===================  ==================

SUPPLEMENTAL DISCLOSURES
    Cash paid during the year for:
      Interest on deposits, advances and other
        borrowings                                                       $ 11,409,059         $ 10,228,772         $ 9,899,846

      Income taxes                                                          1,296,189            1,399,718           1,382,903

    Transfers from loans to foreclosed assets                                 601,429              685,585             377,107

    Loans to facilitate the sale of foreclosed assets                         115,863               15,606             325,814

    Net transfer of loans held for investment to held-for-sale              7,221,401            1,325,297           2,827,880
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-7
<PAGE>

                            Landmark Bancshares, Inc.

                   Notes to Consolidated Financial Statements
                        September 30, 2000, 1999 and 1998

1.      Summary of Significant Accounting Policies

        Nature of operations:
        Landmark  Bancshares,  Inc. (the Company) is a Kansas corporation and is
        the parent  company of its  wholly-owned  subsidiary,  Landmark  Federal
        Savings  Bank (the Bank).  At the  present  time,  the Company  does not
        conduct any active business other than operation of the Bank.

        Landmark  Federal  Savings  Bank  is  primarily  engaged  in  attracting
        deposits from the general public and using those deposits, together with
        other  funds,  to  originate  real estate  loans on one- to four- family
        residences,  commercial  and  consumer  loans.  The  Bank  conducts  its
        business  from its main  office in Dodge  City and also has five  branch
        offices located in Dodge City,  Garden City, Great Bend,  Hoisington and
        LaCrosse,  Kansas.  The Bank also has a loan  origination  office in the
        Kansas  City area.  In  addition,  the Bank  invests in  mortgage-backed
        securities  and  investment  securities.  The Bank offers its  customers
        fixed rate and adjustable  rate mortgage  loans, as well as other loans,
        including commercial, auto, home equity and savings account loans.

        Basis of presentation and consolidation:
        The accompanying  consolidated financial statements include the accounts
        of Landmark Bancshares,  Inc. and its wholly-owned subsidiary,  Landmark
        Federal Savings Bank. Significant intercompany transactions and balances
        have been eliminated in consolidation.

        Use of estimates:
        The preparation of consolidated  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 revenues
        and expenses  during the reporting  period.  Actual results could differ
        significantly from those estimates.

        Material  estimates  that are  particularly  susceptible  to significant
        change in the near-term relate to the determination of the allowance for
        loan losses and the  valuation  of assets  acquired in  connection  with
        foreclosures  or in  satisfaction  of  loans.  In  connection  with  the
        determination  of the  allowances  for loan losses and the  valuation of
        assets  acquired  by   foreclosure,   management   obtains   independent
        appraisals for significant properties.

        Management  believes  that  the  allowances  for  losses  on  loans  and
        valuations  of  assets   acquired  by   foreclosure   are  adequate  and
        appropriate.  While  management uses available  information to recognize
        losses on loans and assets acquired by foreclosure, future losses may be
        accrued based on changes in economic  conditions.  In addition,  various
        regulatory  agencies,  as an integral part of their examination process,
        periodically  review  the  Bank's  allowances  for  losses  on loans and
        valuations of assets acquired by foreclosure.  Such agencies may require
        the Bank to  recognize  additional  losses  based on their  judgment  of
        information available to them at the time of their examination.

        Cash and cash equivalents:
        Cash and cash  equivalents  include  unrestricted  cash on hand,  demand
        deposits  maintained  in  depository   institutions  and  other  readily
        convertible investments with original maturities when purchased of three
        months or less. All time deposits in other  depository  institutions are
        treated as non-cash equivalents.

        Investment and mortgage-backed securities:
        Regulations  require the Bank to maintain  liquidity  for  maturities of
        deposits and other  short-term  borrowings in cash, U.S.  Government and
        other approved securities.

        Investments,  including  mortgage-backed  securities,  are classified as
        held-to-maturity,   trading  or   available-for-sale.   Held-to-maturity
        securities are securities for which the Bank has the positive intent and
        ability to hold to maturity and are reported at amortized cost.  Trading
        securities are securities  held  principally for resale and are reported
        at fair

                                      F-8
<PAGE>

1.      Summary of Significant Accounting Policies (Continued)

        value,  with  unrealized  changes in value reported in the bank's income
        statement  as  part  of  earnings.   Available-for-sale  securities  are
        securities not classified as trading or as  held-to-maturity  securities
        and are also reported at fair value, but any unrealized  appreciation or
        depreciation,  net of tax effects,  are reported as a separate component
        of equity.

        Premiums  and  discounts  are  recognized  in interest  income using the
        interest method over the period to maturity.

        Gains  and  losses  on  the  sale  of  investment  and   mortgage-backed
        securities are determined using the specific-identification  method. All
        sales are made without recourse.

        Loans receivable:
        Loans  receivable that management has intent and ability to hold for the
        foreseeable  future or until  maturity or pay-off are  reported at their
        outstanding  principal balances,  net of undisbursed loan proceeds,  the
        allowance  for loan  losses,  any deferred  fees or costs on  originated
        loans and unamortized premiums or discounts on purchased loans. Premiums
        and discounts on purchased  residential  real estate loans are amortized
        to income using the interest method over the estimated  remaining period
        to  maturity.  Loan  origination  fees  and  certain  direct  costs  are
        capitalized  and recognized as an adjustment of the yield of the related
        loan.

        The  allowance  for loan  losses is  increased  by charges to income and
        decreased by  charge-offs  (net of  recoveries).  Management's  periodic
        evaluation  of the adequacy of the allowance is based on the Bank's past
        loan loss experience, known and inherent risks in the portfolio, adverse
        situations  that  may  affect  the  borrower's  ability  to  repay,  the
        estimated  value of any  underlying  collateral,  the  current  level of
        non-performing  assets and current economic conditions.  This evaluation
        is inherently  subjective as it requires  estimates that are susceptible
        to significant revision as more information becomes available.

        A loan is considered  impaired when,  based on current  information  and
        events,  it is  probable  that the Bank will be unable  to  collect  the
        scheduled  payments of principal or interest  when due  according to the
        contractual  terms  of  the  loan  agreement.   Factors   considered  by
        management in determining impairment include payment status,  collateral
        value,  and  the  probability  of  collecting  scheduled  principal  and
        interest payments when due. Loans that experience  insignificant payment
        delays and payment shortfalls  generally are not classified as impaired.
        Management  determines  the  significance  of payment delays and payment
        shortfalls on a case-by-case basis, taking into consideration all of the
        circumstances  surrounding  the loan  and the  borrower,  including  the
        length of the delay,  the reasons for the delay,  the  borrower's  prior
        payment  record,  and the amount of the  shortfall  in  relation  to the
        principal  and interest  owed.  Impairment is measured on a loan by loan
        basis for commercial and construction  loans by either the present value
        of  expected  future  cash  flows  discounted  at the  loan's  effective
        interest rate, the loan's  obtainable market price, or the fair value of
        the collateral if the loan is collateral dependent.

        Large  groups of  smaller  balance  homogeneous  loans are  collectively
        evaluated  for  impairment.   Accordingly,   the  Corporation  does  not
        separately  identify  individual  consumer  and  residential  loans  for
        impairment disclosures.

        The accrual of interest on mortgage and commercial loans is discontinued
        at the  time  the  loan is 90  days  delinquent  unless  the  credit  is
        well-secured and in process of collection.  Consumer loans are typically
        charged  off no later than 180 days past due.  In all  cases,  loans are
        placed on nonaccrual or  charged-off at an earlier date if collection of
        principal or interest is considered doubtful.

        All  interest  accrued  but not  collected  for loans that are placed on
        nonaccrual  or charged  off is reversed  against  interest  income.  The
        interest  on  these  loans  is  accounted  for  on  the   cash-basis  or
        cost-recovery method, until qualifying for return to accrual.  Loans are
        returned to accrual  status when all the principal and interest  amounts
        contractually due are brought current and future payments are reasonably
        assured.

                                      F-9
<PAGE>

1.      Summary of Significant Accounting Policies (Continued)

        Loans held-for-sale:
        Mortgage loans  originated and intended for sale in the secondary market
        are  carried  at the  lower  of cost or  estimated  market  value in the
        aggregate.  Net  unrealized  losses are  recognized  through a valuation
        allowance by charges to income.

        Foreclosed assets:
        Assets acquired through,  or in lieu of,  foreclosure are to be sold and
        are  initially  recorded  at  fair  value  at the  date  of  foreclosure
        establishing  a new cost basis.  Subsequent to  foreclosure,  management
        periodically  performs  valuations,  and  an  allowance  for  losses  is
        established  by a  charge  to  operations  if the  carrying  value  of a
        property  exceeds the fair value less estimated  costs to sell.  Revenue
        and expenses from operations and changes in the valuation  allowance are
        included in net expenses from foreclosed  assets. The historical average
        holding period for such property is approximately six months.

        Mortgage servicing rights:
        Servicing  assets are  recognized  as  separate  assets  when rights are
        acquired  through   purchase  or  through  sale  of  financial   assets.
        Capitalized  servicing  rights  are  reported  in other  assets  and are
        amortized into non-interest income in proportion to, and over the period
        of,  the  estimated  future  net  servicing  income  of  the  underlying
        financial  assets.  Servicing  assets are evaluated for impairment based
        upon the  fair  value of the  rights  as  compared  to  amortized  cost.
        Impairment   is  determined  by   stratifying   rights  by   predominant
        characteristics,  such as  interest  rates  and  terms.  Fair  value  is
        determined using prices for similar assets with similar characteristics,
        when available,  or based upon discounted cash flows using  market-based
        assumptions.  Impairment is recognized through a valuation allowance for
        an  individual  stratum,  to the extent that fair value is less than the
        capitalized amount for the stratum.

        Derivative financial instruments:
        All derivative  financial  instruments  previously held or issued by the
        Company were held or issued for purposes other than trading. The Company
        did not hold or issue any derivative  financial  instruments  during the
        years ended September 30, 2000, 1999 and 1998.

        Credit related financial instruments:
        In the ordinary course of business the Bank has entered into off-balance
        sheet financial instruments  consisting of commitments to extend credit,
        commitments  under  credit  card  arrangements,  commercial  letters  of
        credit,  and standby letters of credit.  Such financial  instruments are
        recorded  in the  financial  statements  when they are funded or related
        fees are incurred or received.

        Office properties and equipment:
        Office  properties  and  equipment  are stated at cost less  accumulated
        deprecation.  Depreciation  is  computed  on a  straight-line  basis  or
        accelerated  methods  over the  estimated  useful lives of five to fifty
        years for  buildings  and  improvements  and  three to twenty  years for
        furniture, fixtures, equipment and automobiles.

        Transfers of financial assets:
        Transfers of financial  assets are accounted for as sales,  when control
        over the assets has been surrendered. Control over transferred assets is
        deemed to be surrendered when (1) the assets have been isolated from the
        Company,  (2) the transferee  obtains the right (free of conditions that
        constrain it from taking  advantage of that right) to pledge or exchange
        the transferred  assets, and (3) the Company does not maintain effective
        control over the  transferred  assets through an agreement to repurchase
        them before their maturity.

        Income taxes:
        Deferred  income tax assets and  liabilities  are  determined  using the
        liability (or balance sheet) method. Under this method, the net deferred
        tax asset or  liability  is  determined  based on the tax effects of the
        temporary  differences  between  the book and tax  bases of the  various
        balance sheet assets and  liabilities  and gives current  recognition to
        changes in tax rates and laws.

                                      F-10
<PAGE>
1.      Summary of Significant Accounting Policies (Continued)

        Advertising costs:
        Advertising  costs  are  expensed  as  incurred  and  included  in other
        non-interest expense.  Advertising expenses totaled $91,411, $64,152 and
        $74,274  for  the  years  ended  September  30,  2000,  1999  and  1998,
        respectively.

        Stock-based compensation:
        The Company has  adopted  Statement  of  Financial  Accounting  Standard
        (SFAS)  No.  123,   Accounting  for  Stock-Based   Compensation,   which
        establishes  a   fair-value-based   method  of   accounting   for  stock
        compensation  plans  with  employees  and  others.  It  applies  to  all
        arrangements  under  which  employees  receive  shares of stock or other
        equity  instruments of the employer,  or the employer incurs liabilities
        to employees in amounts based on the price of the employer's  stock. The
        Company's  stock options are recognized and measured in accordance  with
        the fair-value-based method of accounting.

        Earnings per share:
        Basic  earnings  per  share   represents   income  available  to  common
        stockholders  divided by the  weighted-average  number of common  shares
        outstanding  during the  period.  Diluted  earnings  per share  reflects
        additional  common shares that would have been  outstanding  if dilutive
        potential  common shares had been issued,  as well as any  adjustment to
        income that would  result from the assumed  issuance.  Potential  common
        shares that may be issued by the Company  relate  solely to  outstanding
        stock options and  management  stock bonus plan (MSBP)  shares,  and are
        determined using the treasury stock method.

        Earnings per common share have been computed based on the following:
<TABLE>
<CAPTION>
                                                              Years Ended September 30,
                                                        -----------------------------------------------------------
                                                              2000                 1999                1998
                                                        -----------------    -----------------   ------------------
<S>                                                         <C>                  <C>                  <C>
Net income                                                    $2,383,365           $2,355,570           $2,363,798
                                                        =================    =================   ==================

Average number of common shares
     outstanding                                               1,086,528            1,142,222            1,518,482
Effect of dilutive stock options                                  81,318              119,494              140,102
Effect of dilutive MSBP shares                                                            748                6,366
                                                        -----------------    -----------------   ------------------
Average number of common shares
     outstanding used to calculate diluted
     earnings per common share                                 1,167,846            1,262,464            1,664,950
                                                        =================    =================   ==================
</TABLE>
        Comprehensive income:
        The Company  adopted SFAS 130,  Reporting  Comprehensive  Income,  as of
        October 1, 1998. Accounting principles generally require that recognized
        revenue,  expenses, gains and losses be included in net income. Although
        certain changes in assets and liabilities,  such as unrealized gains and
        losses on  available-for-sale  securities,  are  reported  as a separate
        component of the equity section of the balance sheet, such items,  along
        with net income are components of comprehensive  income. The adoption of
        SFAS 130 had no  effect on the  Company's  net  income or  stockholders'
        equity.

                                      F-11
<PAGE>

1.      Summary of Significant Accounting Policies (Continued)

        The components of other comprehensive income and related tax effects are
as follows:
<TABLE>
<CAPTION>
                                                              Years Ended September 30,
                                                        -----------------------------------------------------------
                                                              2000                 1999                1998
                                                        -----------------    -----------------   ------------------
<S>                                                           <C>                <C>                  <C>
Unrealized holding gains (losses) on
     available-for sale securities                              $ 68,528           $ (160,267)         $  (842,750)
Reclassification adjustment for losses
     (gains) realized in income                                  (50,768)            (500,123)            (202,299)
                                                        -----------------    -----------------   ------------------
Net unrealized gains (losses)                                     17,760             (660,390)          (1,045,049)
Tax effect                                                        (7,861)             256,561              406,001
                                                        -----------------    -----------------   ------------------
Net-of-tax amount                                                $ 9,899           $ (403,829)         $  (639,048)
                                                        =================    =================   ==================
</TABLE>

        Impact of new accounting standards:
        As discussed at Note 23, the Company  adopted the provisions of SFAS No.
        133, Accounting for Derivative Instruments and Hedging Activities, as of
        October 1, 2000.

        In September  2000,  FASB issued SFAS No. 140,  Accounting for Transfers
        and Servicing of Financial  Assets and  Extinguishments  of Liabilities.
        The new Statement  replaces  Statement  125,  issued in June 1996.  This
        Statement revises the standards for accounting for  securitizations  and
        other transfers of financial  assets and collateral and requires certain
        disclosures,  but it carries  over most of  Statement  125's  provisions
        without  reconsideration.  SFAS 140 is effective for transfers occurring
        after March 31,  2001 and for  disclosures  relating  to  securitization
        transactions  and  collateral for fiscal years ending after December 15,
        2000.  SFAS  140 is  not  expected  to  have a  material  effect  on the
        Company's financial statements.

        Financial statement presentation:
        Certain items in prior year financial  statements have been reclassified
        to conform to the 2000 presentation.

2.      Investment Securities

        The amortized cost and estimated market values of investment  securities
        at September 30 are summarized as follows:

<TABLE>
<CAPTION>
                                                       September 30, 2000
                                    -------------------------------------------------------
                                                      Gross         Gross        Estimated
                                       Amortized    Unrealized    Unrealized      Market
                                         Cost         Gains         Losses        Value
                                      -----------   -----------   -----------   -----------
<S>                                 <C>           <C>           <C>           <C>
Held-to-maturity:
  Government Agency Securities        $27,481,885   $         -   $ 1,399,854   $26,082,031
  Municipal Obligations                 1,185,000        12,797        16,220     1,181,577
                                      -----------   -----------   -----------   -----------
                                      $28,666,885   $    12,797   $ 1,416,074   $27,263,608
                                      ===========   ===========   ===========   ===========
Available-for-sale:
  Debt Securities
       Government Agency Securities   $ 2,000,000   $         -   $    47,813   $ 1,952,187
       Corporate Bonds                    200,000             -        18,187       181,813
  Common Stock                          3,756,890       493,186       606,469     3,643,607
  Stock in FHLB, at cost                3,800,000                                 3,800,000
  Other                                    10,000                                    10,000
                                      -----------   -----------   -----------   -----------
                                      $ 9,766,890   $   493,186   $   672,469   $ 9,587,607
                                      ===========   ===========   ===========   ===========
</TABLE>

                                      F-12
<PAGE>
2.      Investment Securities (Continued)
<TABLE>
<CAPTION>
                                                            September 30, 1999
                                           ----------------------------------------------------
                                                           Gross        Gross       Estimated
                                           Amortized     Unrealized   Unrealized      Market
                                              Cost         Gains        Losses        Value
                                          -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>
    Held-to-maturity:
      Government Agency Securities        $27,464,853   $         -   $   887,041   $26,577,812
      Municipal Obligations                 1,385,000        16,453         9,625     1,391,828
                                          -----------   -----------   -----------   -----------
                                          $28,849,853   $    16,453   $   896,666   $27,969,640
                                          ===========   ===========   ===========   ===========
    Available-for-sale:
      Debt Securities
           Government Agency Securities   $ 4,000,000   $         -   $         -   $ 4,000,000
           Corporate Bonds                    200,000         2,000         9,000       193,000
      Common Stock                          4,568,574       537,790       727,834     4,378,530
      Stock in FHLB, at cost                3,441,000                                 3,441,000
      Other                                    10,000                                    10,000
                                          -----------   -----------   -----------   -----------
                                          $12,219,574   $   539,790   $   736,834   $12,022,530
                                          ===========   ===========   ===========   ===========
</TABLE>
        Government  agency  securities  above  include bonds and notes issued by
        various  government  agencies.  Those  agencies  include the  following:
        Fannie Mae,  Freddie Mac and Federal  Home Loan Bank.  Federal Home Loan
        Bank  members are  required to  maintain  an  investment  in stock at an
        amount equal to a percentage of outstanding  home loans.  For disclosure
        purposes  such  stock,  which is carried  at cost,  is assumed to have a
        market value that is equal to cost.

        The  amortized  cost and  estimated  market value of debt  securities by
        contractual maturity as of September 30, 2000 are shown below.  Expected
        maturities will differ from contractual maturities because borrowers may
        have the right to call or prepay  obligations  with or  without  call or
        prepayment penalties.
<TABLE>
<CAPTION>
                                                         September 30, 2000
                                         ------------------------------------------------------
                                             Held-to-Maturity           Available-for-Sale
                                         --------------------------  --------------------------
                                          Amortized     Estimated     Amortized     Estimated
                                            Cost       Market Value     Cost       Market Value
                                         -----------   ------------  -----------   ------------
<S>                                     <C>           <C>           <C>           <C>
Due in one year or less                  $   200,000   $   200,000   $         -   $         -
Due after one year through five years      3,400,000     3,340,016       150,000       141,375
Due after five years through ten years    22,066,885    20,947,655
Due after ten years                        3,000,000     2,775,937     2,050,000     1,992,625
                                         -----------   -----------   -----------   -----------
                                         $28,666,885   $27,263,608   $ 2,200,000   $ 2,134,000
                                         ===========   ===========   ===========   ===========
</TABLE>
        Gross realized gains and (losses) on sales of investment  securities and
        related tax benefit  (provision) during the years ended September 30 are
        as follows:

                                    2000         1999         1998
                                 ---------    ---------    ---------
Available-for-sale securities:
     Realized gains              $  92,516    $ 509,255    $ 202,299
     Realized losses               (41,748)      (9,132)           -
                                 ---------    ---------    ---------
                                 $  50,768    $ 500,123    $ 202,299
                                 =========    =========    =========
Tax benefit (provision)          $ (19,723)   $(194,298)   $ (78,593)
                                 =========    =========    =========

        Proceeds from sales of  available-for-sale  securities were  $3,328,452,
        $1,478,042 and $647,553 for the years ended September 30, 2000, 1999 and
        1998,  respectively.  During the year  ended  September  30,  2000 sales
        consisted of common stock of unrelated financial corporations,  stock in
        FHLB and government agency securities. During the

                                      F-13
<PAGE>
2.       Investment Securities (Continued)

        years ended September 30, 1999 and 1998, sales consisted of common stock
        of  unrelated  financial  corporations.  Investment  securities  with  a
        carrying  amount of $29,454,380 and $19,500,000 as of September 30, 2000
        and 1999,  respectively,  were pledged as collateral for public funds as
        discussed in Note 9.

3.      Mortgage-Backed Securities

        Mortgage-backed   securities,   all  of   which   were   classified   as
        held-to-maturity  at  September  30,  2000  and  1999,  consist  of  the
        following:
<TABLE>
<CAPTION>
                                                         September 30, 2000
                                        -----------------------------------------------------
                                                        Gross            Gross     Estimated
                                         Amortized    Unrealized       Unrealized   Market
                                            Cost        Gains            Losses      Value
                                        -----------   -----------      --------    ----------

<S>                                     <C>           <C>              <C>         <C>
GNMA - fixed rate                       $    43,616   $       224      $      -    $   43,840
FNMA - ARMs                               4,985,758        13,077        54,396     4,944,439
FHLMC - ARMs                              1,461,099        11,859         3,016     1,469,942
FHLMC - fixed rate                           49,505           256           289        49,472
FNMA - fixed rate                           305,495         5,230                     310,725
Collateralized mortgage obligations -
  government agency issue                 2,363,257         7,578        43,183     2,327,652
Collateralized mortgage
  obligations-private issues                903,288                      13,505       889,783
                                        -----------   -----------      --------    ----------
                                        $10,112,018   $    38,224      $114,389   $10,035,853
                                        ===========   ===========      ========   ===========

</TABLE>

<TABLE>
<CAPTION>
                                                           September 30, 1999
                                        -----------------------------------------------------
                                                        Gross            Gross     Estimated
                                         Amortized    Unrealized       Unrealized   Market
                                            Cost        Gains            Losses     Value
                                        -----------   -----------      --------   -----------
<S>                                   <C>           <C>              <C>        <C>
GNMA - fixed rate                       $   103,124   $     1,693      $      -   $   104,817
FNMA - ARMs                               5,901,429        27,530        47,602     5,881,357
FHLMC - ARMs                              1,900,940        19,066         3,134     1,916,872
FHLMC - fixed rate                           79,967         1,165           119        81,013
FNMA - fixed rate                           343,808         7,188                     350,996
Collateralized mortgage obligations -
  government agency issue                 3,862,807        15,579        32,719     3,845,667
Collateralized mortgage
  obligations-private issues              1,297,099         2,109         8,214     1,290,994
                                        -----------   -----------      --------   -----------
                                        $13,489,174   $    74,330      $ 91,788   $13,471,716
                                        ===========   ===========      ========   ===========
</TABLE>
        Collateralized  mortgage  obligations consist of floating rate and fixed
        rate notes with varying contractual principal  maturities.  The Bank has
        no principal only,  interest only, or residual  collateralized  mortgage
        obligations.

        There    were    no    mortgage-backed    securities    classified    as
        available-for-sale  for years ended  September  30, 2000,  1999 or 1998,
        respectively.

        Mortgage-backed  securities  with a carrying  amount of  $8,604,843  and
        $6,171,483 at September 30, 2000 and 1999, respectively, were pledged as
        collateral for public funds as discussed in Note 9.

                                      F-14


<PAGE>

4.      Loans Receivable

        Loans receivable at September 30, are summarized as follows:
<TABLE>
<CAPTION>
                                                                September 30,
                                                        ------------------------------
                                                             2000             1999
                                                        -------------    -------------
<S>                                                    <C>              <C>
Real estate loans:
      Residential                                       $ 147,514,858    $ 138,008,961
      Construction                                            857,486        1,847,609
      Commercial                                            9,331,198        9,050,225
      Second mortgage                                      10,403,434        9,716,029
Commercial business                                         7,033,573        6,531,200
Consumer                                                    9,050,233       13,578,547
                                                        -------------    -------------
Gross loans                                               184,190,782      178,732,571

Less:  Net deferred loan fees, premiums and discounts        (154,428)        (178,699)
          Allowance for loan losses                        (1,376,707)      (1,317,676)
                                                        -------------    -------------
Total loans, net                                        $ 182,659,647    $ 177,236,196
                                                        =============    =============
</TABLE>

        The  following is an analysis of the change in the allowance for loss on
        loans:

                                      2000           1999           1998
                                  -----------    -----------    -----------
Balance, beginning                $ 1,317,676    $ 1,136,753    $   968,623
Provision charged to operations       266,970        785,000        265,000
Loans charged off                    (352,390)      (657,712)      (107,070)
Recoveries                            144,451         53,635         10,200
                                  -----------    -----------    -----------
Balance, ending                   $ 1,376,707    $ 1,317,676    $ 1,136,753
                                  ===========    ===========    ===========

        Impairment of loans having recorded investments of $505,276 at September
        30, 2000 and  $353,790 at  September  30, 1999 have been  recognized  in
        conformity with FASB Statement No. 114, as amended by FASB Statement No.
        118. The average recorded  investment in impaired loans during the years
        ended  September  30,  2000,  1999 and 1998 was  $429,533,  $429,669 and
        $438,658, respectively.  Allowances for loss on these loans are included
        in the above analysis of the overall allowance for loss on loans.  There
        are no specific loss  provisions  associated  with impaired  loans as of
        September  30,  2000 and  1999.  Interest  income on  impaired  loans of
        $25,858,  $27,139 and $31,803 was recognized for cash payments  received
        for the year ended September 30, 2000, 1999 and 1998, respectively.

        It is Bank policy not to modify  interest  rates below the then  current
        market rate on loans  associated with troubled debt  restructuring.  The
        Bank is not  committed to lend  additional  funds to debtors whose loans
        have been modified.

        See Note 18 for disclosure of loans to related parties.

5.      Mortgage Servicing Rights

        Mortgage loans serviced for others are not included in the  accompanying
        statements  of financial  condition.  The unpaid  principal  balances of
        these loans at September 30 are summarized as follows:

                             2000          1999          1998
                          -----------   -----------   -----------
FHLMC                     $55,384,983   $60,153,338   $58,336,823
Other investors             2,727,416     1,790,728     1,809,812
                          -----------   -----------   -----------
                          $58,112,399   $61,944,066   $60,146,635
                          ===========   ===========   ===========

                                      F-15
<PAGE>

5.      Mortgage Servicing Rights (Continued)

        Custodial  escrow  balances  maintained in connection with the foregoing
        loan  servicing  and  included in demand  deposits,  were  approximately
        $44,540 and $59,955 at September 30, 2000 and 1999.

        The following is an analysis of the changes in mortgage servicing rights
        during the year ended September 30, 2000, 1999 and 1998:

                                 2000         1999         1998
                              ---------    ---------    ---------

Balance, beginning            $ 318,543    $ 225,835    $  96,199
Additions                        34,015      183,344      180,311
Amortization                    (89,036)     (90,636)     (50,675)
                              ---------    ---------    ---------

Balance, ending               $ 263,522    $ 318,543    $ 225,835
                              =========    =========    =========

        The fair value of servicing rights as of September 30, 2000 and 1999 was
        determined to approximate book value, based on values of FHLMC servicing
        of comparable stratification,  including prepayment speeds. No valuation
        allowance was recorded  against  mortgage  servicing rights at September
        30, 2000 and 1999.

6.      Accrued Income Receivable

        Accrued interest receivable at September 30 is summarized as follows:

                                2000         1999
                             ----------   ----------

Mortgage-backed securities   $   66,678   $   83,235
Loans receivable              1,121,751    1,030,071
Investments                     453,475      434,595
                             ----------   ----------

                             $1,641,904   $1,547,901
                             ==========   ==========

7.      Foreclosed Assets

        Real estate owned or in judgment and other repossessed assets consist of
the following:

                                                    September 30,
                                                 -------------------
                                                   2000       1999
                                                 --------   --------

Real estate acquired by foreclosure              $130,000   $      -
Real estate loans in judgment
  and subject to redemption                        40,724     70,081
Other foreclosed assets                                       76,802
                                                 --------   --------
                                                 $170,724   $146,883
                                                 ========   ========

        There was no activity in the  allowance  for loss  account for the years
ended September 30, 2000, 1999 and 1998.

        Income (loss) from  foreclosed  assets,  included in other  non-interest
        income, for the years ended September 30 are as follows:

                                             2000        1999        1998
                                           --------    --------    --------

Net gain on sale of foreclosed assets      $  4,792    $  3,711    $ 24,677
Operating expenses, net of rental income    (38,877)    (20,773)    (13,142)
                                           --------    --------    --------
Balance, ending                            $(34,085)   $(17,062)   $ 11,535
                                           ========    ========    ========

                                      F-16
<PAGE>

8.      Office Properties and Equipment

        Office  properties  and  equipment  are stated at cost less  accumulated
depreciation as follows:

                                                September 30,
                                           -----------------------
                                              2000         1999
                                           ----------   ----------

Land                                       $  298,366   $  298,366
Office building and improvements            1,958,977    1,955,675
Furniture, fixtures and equipment           1,241,367    1,138,044
Automobiles                                    11,544       11,544
                                           ----------   ----------
                                            3,510,254    3,403,629
Less accumulated depreciation               1,875,084    1,643,859
                                           ----------   ----------
                                           $1,635,170   $1,759,770
                                           ==========   ==========
Depreciation expense ($157,885 for 1998)   $  231,345   $  208,330
                                           ==========   ==========

9.      Deposits

        Deposits at September 30 are summarized as follows:

                                     2000           1999
                                 ------------   ------------
Demand  accounts:
     Interest-bearing            $ 16,132,399   $ 21,323,449
     Non-interest bearing           4,445,472      3,960,610
                                 ------------   ------------

         Total demand accounts     20,577,871     25,284,059
Savings deposits                    8,052,345      7,561,096
Certificates of deposit           136,695,224    126,091,137
                                 ------------   ------------
                                 $165,325,440   $158,936,292
                                 ============   ============

        The  aggregate  amount of jumbo  certificates  of deposit with a minimum
        denomination  of  $100,000  as  of  September  30,  2000  and  1999  was
        approximately   $46,933,583  and  $26,987,714,   respectively.   Deposit
        accounts as of September 30, 2000 included  public funds of $37,411,681.
        Public  funds  were   collateralized   by  investment   securities   and
        mortgage-backed  securities  as discussed in Notes 2 and 3. Public funds
        were also guaranteed by letters of credit totaling  $5,000,000 issued by
        the FHLB.

        At September 30, 2000,  scheduled  maturities of certificates of deposit
are as follows:

       Year Ending September 30,
----------------------------------------

                 2000                              $117,992,165
                 2001                                14,209,738
                 2002                                 3,349,042
                 2003                                   776,821
                 2004                                   355,458
              Thereafter                                 12,000
                                           ---------------------
                                                   $136,695,224
                                           =====================


                                      F-17
<PAGE>
10.     Advances and other Borrowings from Federal Home Loan Bank

        Advances  and  other  borrowings  from the  Federal  Home  Loan  Bank at
September 30 are summarized as follows:

                            2000          1999
                        -----------   -----------
Advances                $57,000,000   $35,000,000
Line of credit                         23,000,000
                        -----------   -----------
                        $57,000,000   $58,000,000
                        ===========   ===========

        Advances  and  other  borrowings  from the  Federal  Home  Loan  Bank at
September 30 consist of the following:
<TABLE>
<CAPTION>
   Fiscal                            2000                                    1999
                 -----------------------------------------  ---------------------------------------
    Year                                       Weighted                                 Weighted
  Maturity                Amount             Average Rate           Amount            Average Rate
--------------   --------------------   ------------------  ------------------   ------------------
<S>                   <C>                       <C>            <C>                        <C>
    2000                $          -                   %         $ 37,000,000               5.76 %
    2001                  30,000,000              6.62
    2002
    2003
    2004                   8,000,000              6.01              8,000,000               4.93
    2005                  10,000,000              6.10
 Thereafter                9,000,000              5.75             13,000,000               4.64
                 --------------------   ------------------  ------------------   ------------------
                        $ 57,000,000              6.31 %         $ 58,000,000               5.39 %
                 ====================   ==================  ==================   ==================
</TABLE>
        At  September  30, 2000 the Company had $0  outstanding  under a line of
        credit with the Federal Home Loan Bank.  There is no stated limit on the
        line of  credit,  the FHLB  evaluates  the credit  limitations  based on
        various  criteria.  The line of credit  matures on  February 2, 2001 and
        bears  interest  at the line of credit rate  established  by the Federal
        Home Loan Bank.  This rate is adjusted from time to time. The rate as of
        September  30,  2000 was 6.90%.  At  September  30, 1999 the Company had
        $23,000,000 outstanding under a $30,000,000 line of credit, due February
        4, 1999.

        The advances and line of credit are  collateralized  as of September 30,
        2000 and 1999 by a  blanket  pledge  agreement,  including  all stock in
        Federal  Home  Loan  Bank,  qualifying  first  mortgage  loans,  certain
        mortgage-related securities and other investment securities.

11.     Income Taxes

        The  Company  and  subsidiary  file  consolidated  income  tax  returns.
        Allocation  of  federal  and state  income  taxes  between  current  and
        deferred portions is as follows:

                                            Years ended September 30,
                                 -----------------------------------------------
                                      2000             1999             1998
                                  -----------      -----------      -----------
Current tax provision:
      Federal                     $ 1,240,908      $ 1,212,852      $ 1,289,824
      State                           158,723          165,085          240,129
                                  -----------      -----------      -----------
                                    1,399,631        1,377,937        1,529,953
                                  -----------      -----------      -----------
Deferred tax provision:
      Federal                        (112,745)         (38,308)         (67,421)
      State                           (14,939)          (5,076)          (8,933)
                                  -----------      -----------      -----------
                                     (127,684)         (43,384)         (76,354)
                                  -----------      -----------      -----------
                                  $ 1,271,947      $ 1,334,553      $ 1,453,599
                                  ===========      ===========      ===========

                                      F-18
<PAGE>

11.     Income Taxes (Continued)

        The Company's effective income tax rate was different than the statutory
        federal income tax rate for the following reasons:

<TABLE>
<CAPTION>
                                                     2000              1999              1998
                                               ----------------  ----------------  ---------------

<S>                                                   <C>              <C>               <C>
Statuatory federal income tax                           34.0 %           34.0 %            34.0 %
Increase (reductions) resulting from:
     State taxes, net of federal tax benefit             2.3              2.9               3.6
     Other                                              (1.5)             0.7               0.5
                                               ----------------  ----------------  ---------------
                                                        34.8 %           37.6 %            38.1 %
                                               ================  ================  ===============
</TABLE>

      The components of net deferred tax asset (liability) at September 30, 2000
      and 1999 are as follows:
<TABLE>
<CAPTION>
                                                                2000         1999
                                                              ---------    ---------
<S>                                                         <C>          <C>
Deferred tax asset:
      Deferred loan fees and costs                            $  11,382    $  15,833
      Allowance for loan losses                                 507,180      485,433
      Deferred compensation and accrued salaries                192,508      182,874
      Equity investment in partnership                                        11,129
      Unrealized loss on available-for-sale securities           68,690       76,551
      State net operating loss                                    9,101
      Accumulated depreciation                                      690
                                                              ---------    ---------
                                                                789,551      771,820
                                                              ---------    ---------
Deferred tax liabilities:
      Accumulated depreciation                                                  (244)
      Special bad debt deduction                               (115,060)    (172,590)
      FHLB stock dividends                                     (452,664)    (496,980)
      Investment basis                                          (12,141)     (12,141)
                                                              ---------    ---------
                                                               (579,865)    (681,955)
                                                              ---------    ---------
                                                              $ 209,686    $  89,865
                                                              =========    =========
</TABLE>

        No  valuation  allowance  was  recorded  against  deferred tax assets at
        September 30, 2000 or 1999.

        Effective with the tax year  beginning  October 1, 1996, the Bank was no
        longer able to use the  percentage of taxable income method and began to
        recapture tax bad debt reserves of $936,968 over a six year period.  The
        reserves to be recaptured  consist of bad debt deductions after December
        31, 1987.  If the amounts  deducted  prior to December 31, 1987 are used
        for purposes other than for loan losses,  such as in a  distribution  in
        liquidation  or  otherwise,  the  amounts  deducted  would be subject to
        federal income tax at the then current  corporate tax rate. The Bank had
        recorded a deferred tax asset  related to the  allowance for loan losses
        reported for financial  reporting  purposes and a deferred tax liability
        for special bad debt  deductions  after  December 31, 1987. The Bank, in
        accordance  with SFAS No. 109, has not recorded a deferred tax liability
        of  approximately  $1,900,000  related to  approximately  $5,585,000  of
        cumulative special bad debt deductions prior to December 31, 1987.

                                      F-19
<PAGE>
12.     Regulatory Matters

        The  Bank  is  subject  to  various  regulatory   capital   requirements
        administered  by the federal banking  agencies.  Failure to meet minimum
        capital  requirements  can  initiate  certain  mandatory--and   possibly
        additional  discretionary--actions  by regulators  that, if  undertaken,
        could have a direct material effect on the Bank's financial  statements.
        Under  capital  adequacy  guidelines  and the  regulatory  framework for
        prompt corrective action, the Bank must meet specific capital guidelines
        that involve  quantitative  measures of the Bank's assets,  liabilities,
        and certain  off-balance  sheet  items as  calculated  under  regulatory
        accounting practices.  The Bank's capital amounts and classification are
        also  subject  to  qualitative   judgments  by  the   regulators   about
        components,  risk weightings and other factors. Prompt corrective action
        provisions are not applicable to bank holding companies.

        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 core and  tangible  capital (as defined in
        the  regulations)  to assets (as defined) and core and total  capital to
        risk weight assets (as defined).  Management  believes,  as of September
        30, 2000, that the Bank meets all capital adequacy requirements to which
        it is subject.

        As of September 30, 2000, the most recent  notification  from the Office
        of Thrift  Supervision  (OTS)  categorized the Bank as well  capitalized
        under the  regulatory  framework  for prompt  corrective  action.  To be
        categorized  as well  capitalized  the Bank must maintain  minimum total
        risk-based,  Tier I risk-based,  and Tier I leverage ratios as set forth
        in the table.  There are no conditions or events since that notification
        that management believes have changed the Bank's category.

        The Bank's actual  capital  amounts (in  thousands)  and ratios are also
        presented in the following table:
<TABLE>
<CAPTION>
                                                                                              To Be Well
                                                                                           Capitalized Under
                                                                      For Capital          Prompt Corrective
                                               Actual              Adequacy Purposes:      Action Provisions:
                                     ---------------------------  ---------------------  -----------------------
                                         Amount          Ratio      Amount      Ratio      Amount       Ratio
                                     ----------------   --------  ------------  -------  ------------  ---------
<S>                                       <C>           <C>         <C>         <C>        <C>          <C>
As of September 30, 2000:
Total (Risk-Based) Capital
     (to Risk Weighted Assets)              $ 21,185      17.1%       $ 9,920     8.0%       $12,400      10.0%
Core (Tier I) Capital
     (to Risk Weighted Assets)                19,809      16.0%           N/A                  7,440       6.0%
Core (Tier I) Capital - leverage
     (to Assets)                              19,809       8.0%         9,896     4.0%        12,370       5.0%

As of September 30, 1999:
Total (Risk-Based) Capital
     (to Risk Weighted Assets)              $ 19,615      16.1%       $ 9,739     8.0%       $12,173      10.0%
Core (Tier I) Capital
     (to Risk Weighted Assets)                18,297      15.0%           N/A                  7,304       6.0%
Core (Tier I) Capital - leverage
     (to Assets)                              18,297       7.6%         9,652     4.0%        12,065       5.0%
</TABLE>


                                      F-20
<PAGE>

12.     Regulatory Matters (Continued)

        The following is a reconciliation of net worth to regulatory  capital as
        reported in the  September  30,  2000 and 1999  reports to the Office of
        Thrift Supervision:

                                                       September 30,
                                              ------------------------------
                                                   2000             1999
                                              -------------    -------------

Bank net worth per report to OTS              $  19,835,000    $  18,615,000
Rounding                                                356              328
                                              -------------    -------------
Net worth as reported in accompanying
     financial statements (bank only)            19,835,356       18,615,328
Adjustments to arrive at Core (Tier I)
     and Tangible Capital:
Disallowed servicing assets                         (26,000)        (318,000)
                                              -------------    -------------
Core (Tier I) and Tangible Capital               19,809,356       18,297,328
Adjustments to arrive at Total Capital:
     Allowable portion of general allowance
          for loan losses                         1,376,000        1,318,000
                                              -------------    -------------
Total Risk-Based Capital                      $  21,185,356    $  19,615,328
                                              =============    =============
Risk weight assets                            $ 124,000,000    $ 121,734,000
                                              =============    =============

13.     Contingencies

        The Company is at times a defendant in certain  claims and legal actions
        arising  in  the  ordinary  course  of  business.   In  the  opinion  of
        management,   after  consultation  with  legal  counsel,   the  ultimate
        disposition  of such matters is not expected to have a material  adverse
        effect on the consolidated financial condition of the Company.

14.     Employee Benefit Plans

        Employee Retirement Plan:
        The Bank  has  adopted  a  401(k)  defined  contribution  savings  plan.
        Substantially  all employees are covered  under the  contributory  plan.
        Pension costs  attributable  to the years ended September 30, 2000, 1999
        and 1998 were $37,556, $36,286 and $29,847, respectively,  including all
        current service costs.

        Deferred Compensation Agreements:
        The Bank has entered into deferred compensation  agreements with certain
        key  employees  that  provide  for cash  payments to be made after their
        retirement.  The liabilities  under the agreements have been recorded at
        the present  values of accrued  benefits  using a 7% interest  rate. The
        balance of  estimated  accrued  benefits  was  $235,447  and $246,285 at
        September  30,  2000 and  1999,  respectively.  In  connection  with the
        deferred compensation agreements,  the Bank has purchased life insurance
        policies on covered  employees in which the Bank is the  beneficiary  to
        assist in funding  benefits.  At September  30, 2000 and 1999,  the cash
        surrender   values  on  the  policies   were   $421,759  and   $529,842,
        respectively.

        Employee Stock Ownership Plan:
        Upon  conversion  from mutual to stock  form,  the Bank  established  an
        employee  stock  ownership  plan  (ESOP).  The original  acquisition  of
        136,878  shares of  Company  stock by the plan was funded by a loan from
        the Company to the ESOP, in the amount of $1,368,780. The loan, together
        with  interest,  is to be repaid over a ten year period  through  annual
        contributions  by the  Bank.  The  debt,  which  is  accounted  for as a
        liability  of the  Bank  and a  receivable  for the  Company,  has  been
        eliminated in consolidation.

        The Bank makes annual contributions to the ESOP equal to the ESOP's debt
        service less dividends  received by the ESOP. All dividends  received by
        the ESOP are used to pay debt service.  The ESOP shares  initially  were
        pledged as collateral  for its debt.  As the debt is repaid,  shares are
        released from the collateral and will be allocated to active  employees,
        based on the  proportion  of debt  service  paid in the  year.  The Bank
        accounts for its ESOP shares in

                                      F-21
<PAGE>

14.     Employee Benefit Plans (Continued)

        accordance with Statement of Position No. 93-6. Accordingly, the debt of
        the  ESOP is  recorded  as debt of the Bank and the  shares  pledged  as
        collateral  are  reported as unearned  ESOP shares in the  Statement  of
        Financial   Condition.   As  of  September  30,  2000,  the  balance  of
        indebtedness  from the ESOP to the Company was $418,963,  which is shown
        as a deduction from  stockholders'  equity on the  consolidated  balance
        sheet. The debt, which is accounted for as a liability of the Bank and a
        receivable for the Company,  has been  eliminated in  consolidation.  As
        shares are released from  collateral,  the Company reports  compensation
        expense equal to the current market price of the shares,  and the shares
        become outstanding for earnings per share (EPS) computations.  Dividends
        on  allocated  ESOP  shares are  recorded  as a  reduction  of  retained
        earnings,   dividends  on  unallocated   ESOP  shares  are  recorded  as
        compensation expense.  ESOP compensation expense was $154,481,  $191,188
        and $298,320  for the years ended  September  30,  2000,  1999 and 1998,
        respectively.  As of September 30, 2000, of the 120,120 shares  acquired
        by the ESOP,  78,224  shares  were  allocated  and  41,896  shares  were
        unallocated. The 41,896 unallocated shares had an estimated market value
        of $764,602 at September 30, 2000.

        Management Stock Bonus Plan:
        In  connection  with  the  stock  conversion,  the  Bank  adopted  three
        Management Stock Bonus Plans  (collectively  the MSBP), the objective of
        which is to  enable  the Bank to  retain  personnel  of  experience  and
        ability in key  positions of  responsibility.  All employees of the Bank
        are eligible to receive benefits under the MSBP. Benefits may be granted
        at  the  sole  discretion  of a  committee  appointed  by the  Board  of
        Directors.  The  MSBP  is  managed  by  trustees  who  are  non-employee
        directors  and  who  have  the   responsibility   to  invest  all  funds
        contributed by the Bank to the trusts created for the MSBP.

        The  MSBP  has  purchased  91,252  shares  of the  Company's  stock  for
        $965,224.  These  shares were  granted in the form of  restricted  stock
        payable over a five-year  period at the rate of one-fifth of such shares
        per year following the date of grant of the award. Compensation expense,
        in the amount of the fair market  value of the common  stock at the date
        of the  grant to the  employee,  was  recognized  pro rata over the five
        years  during  which the shares  were  payable.  All  awards  were fully
        amortized as of March 1999. A recipient of such restricted stock will be
        entitled  to all voting and other  stockholder  rights,  except that the
        shares, while restricted, may not be sold, pledged or otherwise disposed
        of and are required to be held in escrow. If a holder of such restricted
        stock terminates employment for reasons other than death,  disability or
        retirement,  the employee  forfeits all rights to the  allocated  shares
        under restriction.  If the participant's  service terminates as a result
        of death, disability, retirement or a change in control of the Bank, all
        restrictions  expire and all shares allocated become  unrestricted.  The
        Board of Directors can  terminate  the MSBP at any time,  and if it does
        so, any shares not allocated will revert to the Company.

15.     Stock Option Plan

        In connection with the stock  conversion,  the Bank's Board of Directors
        adopted the 1994 Stock  Option Plan (the Option  Plan).  Pursuant to the
        initial  Option  Plan,  228,131  shares of common stock are reserved for
        issuance  by the  Company  upon  exercise  of stock  options  granted to
        officers,  directors  and  employees of the Bank from time to time under
        the  Option  Plan.  The  purpose  of  the  option  plans  is to  provide
        additional incentive to certain officers, directors and key employees by
        facilitating  their purchase of a stock  interest in the Company.  Stock
        option plans  provide for the granting of  incentive  and  non-incentive
        stock options with a duration of ten years, after which no awards may be
        made,  unless earlier  terminated by the Board of Directors  pursuant to
        the option plans.  Stock to be offered under the plans may be authorized
        but unissued  common stock,  or previously  issued shares that have been
        reacquired by the Company and held as treasury shares.

        Option  plans  are  administered  by  a  committee  of  at  least  three
        non-employee  directors designated by the Board of Directors (the Option
        Committee).  The Option  Committee  will  select the  employees  to whom
        options are to be granted  and the number of shares to be  granted.  The
        option  price may not be less than 100% of the fair market  value of the
        shares  on the date of the  grant,  and no option  shall be  exercisable
        after the  expiration  of ten years from the grant date.  In the case of
        any employee who owns more than 10% of the  outstanding  common stock at
        the time the option is  granted,  the option  price may not be less than
        110% of the fair  market  value of the  shares on the date of the grant,
        and the option shall not be  exercisable  after the  expiration  of five
        years  from the  grant  date.  The  exercise  price may be paid in cash,
        shares of the common stock, or a combination of both.

                                      F-22
<PAGE>

15.     Stock Option Plan (Continued)

        As of the date of  conversion,  the  Option  Committee  granted  228,131
        shares  of  common  stock,  at an  exercise  price  of  $10  per  share,
        contingent  upon  stockholder  approval  of the  Option  Plan  which was
        ratified June 22, 1994. In addition, options for 18,479 shares of common
        stock,  at an  exercise  price of $16.50  per  share,  were  awarded  on
        November  20,  1996;  options for 2,053  shares of common  stock,  at an
        exercise  price of $23.625 per share,  were awarded on January 15, 1998;
        options for 10,000  shares were awarded on November 18, 1998 and options
        for 2,500 shares were awarded on April 27, 2000, at an exercise price of
        $15.125. All such options are exercisable  immediately.  As of September
        30, 2000,  42,803  options have been  exercised  and 2,000  options have
        expired resulting in 216,360 options outstanding.

        The Company  accounts for the fair value of its grants  issued under the
        plans  subsequent to October 1, 1996 in accordance  with FASB  Statement
        123. The compensation  cost that has been charged against income for the
        plans was $0, $36,753 and $7,658 for the years ended September 30, 2000,
        1999 and 1998,  respectively.  In accordance with SFAS No. 123, the fair
        value of each option  grant is  estimated on the date of grant using the
        Black-Scholes  option-pricing  model with the following weighted average
        assumptions  used for grants  during the years ended  September 30, 2000
        and 1999:  dividend yield of 2.54 percent,  expected volatility of 25.00
        percent, risk-free interest rate of 5.5 percent and expected life of two
        years.  Common stock options granted during the year ended September 30,
        2000 had an exercise  price of $15.125 per share and an  estimated  fair
        value  of $0.  Common  stock  options  granted  during  the  year  ended
        September  30,  1999 had an  exercise  price of $23.25  per share and an
        estimated fair value of $3.675 per share.

        Certain  information  for the years  ended  September  30, 2000 and 1999
        relative to stock options is as follows:
<TABLE>
<CAPTION>
                                                                            September 30,
                                                ------------------------------------------------------------------
                                                             2000                               1999
                                                -------------------------------     ------------------------------
                                                                  Weighted-Average                     Weighted-Average
Fixed Options                                       Shares        Exercise Price        Shares         Exercise Price
-------------                                   --------------   --------------     --------------    ------------
<S>                                                 <C>              <C>                <C>             <C>
Outstanding at beginning of year                      258,663          $ 11.18            248,663         $ 10.70
    Granted                                             2,500            15.13             10,000           23.13
    Canceled                                           (2,000)          (23.25)
    Exercised                                         (42,803)          (11.04)
                                                --------------   --------------     --------------    ------------
Outstanding at end of year                            216,360          $ 11.14            258,663         $ 11.18
                                                ==============   ==============     ==============    ============
Exercisable at end of year                            216,360                             258,663
                                                ==============                      ==============
Number of shares available for future grant:
    Beginning of year                                       0                                   0
                                                ==============                      ==============
    End of year                                             0                                   0
                                                ==============                      ==============

</TABLE>
16.     Off-Balance Sheet Activities

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

        The Bank's  exposure to credit loss in the event of  non-performance  by
        the other party to the  financial  instrument  for loan  commitments  is
        represented by the contractual notional amount of those instruments. The
        Bank uses the same credit policies in making  commitments as it does for
        on-balance-sheet instruments.

        At September 30, 2000, the Bank had outstanding commitments to originate
        loans receivable of $3,667,019. The commitments outstanding at September
        30,  2000  consisted  of  $3,587,019  in  real  estate  loans.   Of  the
        commitments

                                      F-23
<PAGE>

16.     Off-Balance Sheet Activities (Continued)

        outstanding  at September 30, 2000,  1,241,719 were for fixed rate loans
        with rates of 8.00% to 10.50% and $2,425,300  were for  adjustable  rate
        loans with initial rates of 7.125% to 8.50%.

        At September 30, 2000, the Bank had unfunded  commitments under lines of
        credit of $4,612,594.  Unfunded  commitments  under  commercial lines of
        credit,  revolving credit lines and overdraft protection  agreements are
        commitments  for  possible  future  extensions  of  credit  to  existing
        customers.  The Bank uses the same credit policies in extending lines of
        credit as it does for on-balance-sheet instruments.

        At September  30,  2000,  the Bank had  commercial  letters of credit of
        $109,200.  Commercial  letters  of credit  are  conditional  commitments
        issued by the bank to guarantee the performance of a customer to a third
        party.  Those letters of credit are primarily  issued to support  public
        and private  borrowing  arrangements.  Essentially all letters of credit
        issued have  expiration  dates within one year. The credit risk involved
        in issuing letters of credit is essentially the same as that involved in
        extending  loan  facilities  to  customers.  The  Bank  generally  holds
        collateral supporting those commitments if deemed necessary.

        Loan  commitments  are agreements to lend to a customer as long as there
        is  no  violation  of  any  condition   established   in  the  contract.
        Commitments  generally have fixed expiration dates or other  termination
        clauses and may require  payment of a fee. Since many of the commitments
        are expected to expire  without being drawn upon,  the total  commitment
        amounts do not necessarily represent future cash requirements.  The Bank
        evaluates each customer's  creditworthiness on a case-by-case basis. The
        amount  of  collateral  obtained  if deemed  necessary  by the Bank upon
        extension of credit is based on  management's  credit  evaluation of the
        counter-party. Collateral held is primarily residential real estate, but
        may include autos, accounts receivable,  inventory,  property, plant and
        equipment.

        The Bank had no outstanding  commitments  from mortgage banking concerns
        to purchase loans yet to be originated at September 30, 2000.

        The Bank had outstanding  commitments  with mortgage banking concerns to
        sell  loans  of  $658,387  at  September  30,  2000,   the   outstanding
        commitments expire on October 27, 2000.

        The Bank had no  commitments to purchase  mortgage-backed  securities or
        investments at September 30, 2000.

        At September 30, 2000,  loans with a carrying  value of $8,854,493  have
        been  classified by management as  held-for-sale.  The carrying value of
        these loans is at the lower of cost or market value as of September  30,
        2000.

17.     Significant Concentrations of Credit Risk

        The Bank grants  mortgage,  consumer  and  business  loans  primarily to
        customers  within the state.  Although the Bank has a  diversified  loan
        portfolio,  a  substantial  portion of its  customers'  ability to honor
        their contracts is dependent upon the agribusiness and energy sectors of
        the  economy.  The  Bank's  net  investment  in  loans is  subject  to a
        significant  concentration  of credit risk given that the  investment is
        primarily within a specific geographic area.

        As of September 30, 2000 the Bank had a net  investment of  $191,514,140
        in loans  receivable.  These loans possess an inherent credit risk given
        the  uncertainty  regarding the borrower's  compliance with the terms of
        the loan  agreement.  To reduce  credit  risk,  the loans are secured by
        varying forms of collateral,  including  first mortgages on real estate,
        liens on personal property,  savings accounts, etc. It is generally Bank
        policy to file liens on titled  property  taken as  collateral on loans,
        such as real  estate  and  autos.  In the event of  default,  the Bank's
        policy is to  foreclose or  repossess  collateral  on which it has filed
        liens.

        In the event  that any  borrower  completely  failed to comply  with the
        terms of the loan agreement and the related collateral proved worthless,
        the Bank would incur a loss equal to the loan balance.

                                      F-24
<PAGE>

18.     Related Party Transactions

        Directors and primary officers of the Company were customers of, and had
        transactions  with, the Bank in the ordinary  course of business  during
        the  two  years  ended   September  30,  2000  and  1999,   and  similar
        transactions  are  expected  in the future.  All loans  included in such
        transactions  were  made on  substantially  the  same  terms,  including
        interest  rates  and  collateral,  as those  prevailing  at the time for
        comparable transactions with other persons and did not involve more than
        normal risk of loss or present other unfavorable features.

        The following analysis is of loans made to principal officers, directors
        and principal holders of equity  securities that  individually  exceeded
        $60,000 in aggregate during the year ended September 30, 2000:

                Balance, September 30, 1999                    $ 2,544,918

                New loans                                        1,294,239
                Repayments                                      (1,019,505)
                                                               -----------
                Balance, September 30, 2000                     $2,819,652
                                                               ===========

        The Bank has made several  commercial  loans to a director that at times
        have  approached  the  loans  to  one  borrower  limitations.  The  Bank
        evaluates the loan  limitations and sells the loans if they would exceed
        the loans to one borrower limitation.

19.     Disclosures about 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:
        For those  short-term  instruments,  the carrying amount is a reasonable
        estimate of fair value.

        Time deposits in financial institutions:
        The fair value of fixed  maturity  certificate of deposits are estimated
        using the rates  currently  offered for  deposits  of similar  remaining
        maturities.

        Investment securities and mortgage-backed securities:
        For securities  held for investment  purposes,  fair values are based on
        quoted market prices or dealer quotes, if available.  If a quoted market
        price is not  available,  fair value is estimated  using  quoted  market
        prices for similar securities.

        Loans receivable:
        The fair value of loans is  estimated  by  discounting  the future  cash
        flows using the current  rates at which  similar  loans would be made to
        borrowers  with  similar  credit  ratings  and  for the  same  remaining
        maturities.

        Deposit liabilities:
        The fair value of demand  deposits,  savings  accounts and certain money
        market  deposits is the amount payable on demand at the reporting  date.
        The fair value of  fixed-maturity  certificates of deposit are estimated
        using the rates  currently  offered for  deposits  of similar  remaining
        maturities.

        Advances and other borrowings from Federal Home Loan Bank:
        The fair value of advances from the Federal Home Loan Bank are estimated
        using the rates offered for similar borrowings.

                                      F-25
<PAGE>
19.     Disclosures about Fair Value of Financial Instruments (Continued)

        Commitments to extend credit:
        The fair value of  commitments  is  estimated  using the fees  currently
        charged  to enter into  similar  agreements,  taking  into  account  the
        remaining  terms of the agreements and the present  creditworthiness  of
        the  counterparties.  For fixed rate loan  commitments,  fair value also
        considers the  difference  between  current levels of interest rates and
        the committed rates.

        The estimated  fair values of the Bank's  financial  instruments  are as
        follows:
<TABLE>
<CAPTION>
                                                            September 30, 2000                  September 30, 1999
                                                       ------------------------------   ------------------------------
                                                           Carrying          Fair           Carrying           Fair
                                                            Amount           Value           Amount           Value
                                                       --------------  --------------   --------------   -------------
                                                                (In Thousands)                 (In Thousands)
<S>                                                        <C>             <C>              <C>             <C>
Financial assets:
     Cash and cash equivalents:
         Interest-bearing                                    $ 3,755         $ 3,755          $ 4,377         $ 4,377
         Non-interest bearing                                  1,335           1,335            1,598           1,598
     Time deposits in other financial institutions               282             282              290             290
     Investment securities held-to-maturity                   28,667          27,264           28,850          27,970
     Investment securities available-for-sale                  9,588           9,588           12,022          12,022
     Mortgage-backed securities held-to-maturity              10,112          10,036           13,489          13,472
     Loans receivable                                        182,660         181,588          177,236         177,317
     Loans held-for-sale                                       8,854           8,912              604             604

Financial liabilities:
     Deposits                                                165,325         164,723          158,936         158,317
     Advances and other borrowings from
         the Federal Home Loan Bank                           57,000          56,879           58,000          57,067

                                                              Par             Fair             Par             Fair
                                                             Value           Value            Value            Value
                                                       --------------  --------------   --------------   -------------
     Unrecognized financial instruments:
         Commitments to extend credit                        $ 3,667         $ 3,672          $ 3,292         $ 3,329

         Commitments to sell loans                               658             664              678             690

</TABLE>

20.     Restrictions on Retained Earnings

        The Bank may not  declare or pay a cash  dividend  to the Company if the
        effect would cause the net worth of the Bank to be reduced  below either
        the  amount  required  for the  "liquidation  account"  or the net worth
        requirement imposed by the OTS. If all capital requirements  continue to
        be met, the Bank may not declare or pay a cash  dividend in an amount in
        excess of the  Bank's  net  earnings  for the  fiscal  year in which the
        dividend is  declared  plus  one-half  of the  surplus  over the capital
        requirements, without prior approval of the OTS.

        Office of Thrift  Supervision  regulations  require that upon conversion
        from  mutual  to stock  form of  ownership,  a  liquidation  account  be
        established  by  restricting  a portion of net worth for the  benefit of
        eligible  savings  account  holders who maintain their savings  accounts
        with the Bank after  conversion.  In the event of  complete  liquidation
        (and only in such event) each savings  account  holder who  continues to
        maintain   their  savings   account  shall  be  entitled  to  receive  a
        distribution from the liquidation account after payment to all creditors
        but before any  liquidation  distribution  with respect to common stock.
        The initial  liquidation  account was established at  $15,489,000.  This
        account may be proportionately  reduced for any subsequent  reduction in
        the eligible holder's savings accounts.

                                      F-26
<PAGE>

21.     Quarterly Results of Operations (Unaudited)

        Following is a summary of the unaudited  quarterly results of operations
        for the year ended September 30, 2000:
<TABLE>
<CAPTION>
                                                                       Quarter Ended
                                        -----------------------------------------------------------------------------
                                          December 31           March 31             June 30          September 30
                                        -----------------   -----------------    -----------------  -----------------

<S>                                        <C>                 <C>                  <C>                <C>
Interest income                               $4,479,222          $4,457,181           $4,559,143         $4,735,062
Interest expense                               2,590,072           2,722,718            2,856,578          3,059,992
                                        -----------------   -----------------    -----------------  -----------------
Net interest income                            1,889,150           1,734,463            1,702,565          1,675,070
Provision for losses on loans                    135,000              95,000              135,000            (98,030)
                                        -----------------   -----------------    -----------------  -----------------
Net interest income, after provision
     for losses                                1,754,150           1,639,463            1,567,565          1,773,100
Non-interest income                              226,877             223,930              251,351            275,322
Non-interest expenses                         (1,025,123)         (1,001,996)            (966,849)        (1,062,478)
                                        -----------------   -----------------    -----------------  -----------------
Income before income taxes                       955,904             861,397              852,067            985,944
Provision for income taxes                      (369,300)           (357,000)            (340,600)          (205,047)
                                        -----------------   -----------------    -----------------  -----------------
Net income                                     $ 586,604           $ 504,397            $ 511,467          $ 780,897
                                        =================   =================    =================  =================
Earnings per common share:
     Basic                                        $ 0.55              $ 0.47               $ 0.46             $ 0.71
     Diluted                                        0.50                0.43                 0.44               0.67

Dividends declared per share                      $ 0.15              $ 0.15               $ 0.15             $ 0.15

</TABLE>

                                      F-27
<PAGE>

22.    Parent Company Financial Information

       Condensed  financial  statements  of Landmark  Bancshares,  Inc.  (Parent
       Company) are shown below. The Parent Company has no significant operating
       activities.

                   Condensed Statements of Financial Condition
                        As of September 30, 2000 and 1999
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                  2000        1999
                                                                --------    --------
<S>                                                           <C>         <C>
ASSETS
     Cash and cash equivalents                                  $    192    $    778
     Time deposits in other financial institutions                   282         290
     Investment securities available-for-sale                      3,825       4,571
     Investment in subsidiary                                     19,835      18,615
     Loans receivable                                                419         556
     Other assets                                                    439         491
                                                                --------    --------
         Total assets                                           $ 24,992    $ 25,301
                                                                ========    ========
LIABILITIES AND STOCKHOLDERS' EQUITY
     Liabilities:
         Borrowings from subsidiary                             $  1,254    $  2,800
         Accrued expenses and other liabilities                       76          97
                                                                --------    --------
              Total liabilities                                    1,330       2,897
                                                                --------    --------
     Stockholders' equity:
         Common stock                                                228         228
         Additional paid-in capital                               22,475      22,706
         Retained income                                          24,023      22,290
         Net unrealized gain on available-for-sale securities       (111)       (120)
         Unamortized amounts related to ESOP and MSBP               (419)       (556)
                                                                --------    --------
                                                                  46,196      44,548
         Treasury stock, at cost                                 (22,534)    (22,144)
                                                                --------    --------
              Total stockholders' equity                          23,662      22,404
                                                                --------    --------
         Total liabilities and stockholders' equity             $ 24,992    $ 25,301
                                                                ========    ========
</TABLE>

                       Condensed Statements of Operations
              For the Years Ended September 30, 2000, 1999 and 1998
                                 (In Thousands)

                                   2000       1999      1998
                                  -------    -------   -------
Equity earnings of subsidiary     $ 2,332    $ 2,079   $ 2,267
Interest and dividend income          236        224       248
Net gain on sale of investments        51        500       202
Other                                  26          5       (77)
                                  -------    -------   -------
    Total income                    2,645      2,808     2,640
                                  -------    -------   -------
Operating expenses                    302        360       235
                                  -------    -------   -------
    Income before income taxes      2,343      2,448     2,405
Income tax expense (benefit)          (40)        93        41
                                  -------    -------   -------
    Net income                    $ 2,383    $ 2,355   $ 2,364
                                  =======    =======   =======


                                      F-28
<PAGE>

22.  Parent Company Financial Information (Continued)

                       Condensed Statements of Cash Flows
              For the Years Ended September 30, 2000, 1999 and 1998
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                  2000       1999       1998
                                                                -------    -------    -------
<S>                                                           <C>        <C>        <C>
Cash Flows from Operating Activities
     Net income                                                 $ 2,383    $ 2,355    $ 2,364
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Equity in net income of subsidiary                      (2,332)    (2,079)    (2,267)
         Gain on sale of investments                                (51)      (500)      (202)
         (Increase) decrease in other assets                       (140)        57       (165)
         Increase (decrease) in other liabilities                   (21)        48        (17)
         Other                                                       21         52        164
                                                                -------    -------    -------
         Net cash used by operating activities                     (140)       (67)      (123)
                                                                -------    -------    -------
Cash Flows from Investing Activities
     Dividends from subsidiary                                    1,300      5,700      8,000
     Acquisition of investment securities available-for-sale,
        including deposits                                                    (287)    (3,765)
     Proceeds from sale of investment securities
        available-for-sale                                          870      1,516        669
     Decrease in loans to subsidiary and ESOP, net                  137        137        152
     Proceeds from sale of equity investment                        166
     Other loans, net                                                          245        (95)
                                                                -------    -------    -------
         Net cash provided by investing activities                2,473      7,311      4,961
                                                                -------    -------    -------
Cash Flows from Financing Activities
     Proceeds from subsidiary note payable                        1,454      4,942      8,200
     Repayment of net payable to subsidiary                      (3,000)    (6,842)    (3,500)
     Purchase of treasury stock                                  (1,083)    (4,240)    (8,654)
     Proceeds from exercise of stock options                        360
     Cash dividends paid                                           (650)      (805)      (929)
                                                                -------    -------    -------
         Net cash used by financing activities                   (2,919)    (6,945)    (4,883)
                                                                -------    -------    -------
         Increase (decrease) in cash and cash equivalents          (586)       299        (45)
         Cash and cash equivalents at beginning of year             778        479        524
                                                                -------    -------    -------
         Cash and cash equivalents at end of year               $   192    $   778    $   479
                                                                =======    =======    =======
</TABLE>
                                      F-29
<PAGE>
23.     Subsequent Event - Accounting for Derivatives and Hedging Activity

        In June 1998,  FASB  issued  SFAS No.  133,  Accounting  for  Derivative
        Instruments  and  Hedging   Activities.   This  statement  requires  the
        recognition of all derivative financial  instruments as either assets or
        liabilities  in the statement of financial  position and  measurement of
        those  instruments  at fair value.  The  accounting for gains and losses
        associated with changes in the fair value of a derivative and the effect
        on the  consolidated  financial  statements  will  depend  on its  hedge
        designation  and  whether  the hedge is highly  effective  in  achieving
        offsetting  changes  in the  fair  value or cash  flows of the  asset or
        liability hedged.  Under the provisions of SFAS No. 133, the method that
        will be used for assessing the effectiveness of a hedging derivative, as
        well as the measurement approach for determining the ineffective aspects
        of the hedge,  must be  established  at the inception of the hedge.  The
        methods must be consistent with the entity's  approach to managing risk.
        SFAS No.  137 was issued in June 1999 to modify  SFAS No. 133  regarding
        recognition in the balance sheet of embedded  derivatives that are to be
        separated from the host  contract.  SFAS No. 138 was issued in June 2000
        to amend SFAS No. 133  before  its  effective  date to address a limited
        number of issues causing implementation  difficulties for a large number
        of entities.

        As issued,  SFAS No. 133 is effective for all fiscal  quarters of fiscal
        years  beginning after June 15, 1999. SFAS No. 137 also amended SFAS 133
        by postponing  the mandatory  effective  date to all fiscal  quarters of
        fiscal years beginning after June 15, 2000, with initial  application as
        of the beginning of an entity's  fiscal quarter;  on that date,  hedging
        relationships  must be designated  anew and  documented  pursuant to the
        provisions of this Statement.  Earlier application is encouraged, but is
        permitted only as of the beginning of any fiscal quarter beginning after
        June 15, 2000. Retroactive  application to financial statements of prior
        periods  is  prohibited.  Management  of  the  Company  will  adopt  the
        provisions of this statement beginning October 1, 2000.

        As  permitted  by  SFAS  No.  133,  on  October  1,  2000,  the  Company
        transferred all of its securities from the held-to-maturity portfolio to
        the available-for-sale and trading portfolios as follows:
<TABLE>
<CAPTION>
                                                                   Securities Transferred
                                     -----------------------------------------------------------------------------------
                                                              Available
                                          Trading             for Sale               Total                Total
     Security                         (at fair value)      (at fair value)      (at fair value)      (at book value)
     --------                        ------------------   ------------------   ------------------  ---------------------
<S>                                     <C>                  <C>                 <C>                    <C>
     Investment securities                 $ 9,642,188          $17,621,420         $ 27,263,608           $ 28,666,885
     Mortgage-backed-securities                                  10,035,853           10,035,853             10,112,018
                                     ------------------   ------------------   ------------------  ---------------------
                  Total                    $ 9,642,188          $27,657,273         $ 37,299,461           $ 38,778,903
                                     ==================   ==================   ==================  =====================
</TABLE>
        As of October 1, 2000, the effect of the transfer  of  these  securities
        was reported as a cumulative  adjustment  from a  change  in  accounting
        principle,   net  of  tax  benefits,   impacting   earnings   and  other
        comprehensive income as follows:

                                             Adjustment to
                               Adjustment        Other
                                   to        Comprehensive       Total
                                Earnings        Income        Adjustments
                               ------------  -------------  --------------
Investment securities           $ (339,697)   $(1,063,580)   $ (1,403,277)
Mortgage-backed securities                        (76,165)        (76,165)
                               ------------  -------------  --------------
    Pre-tax loss                  (339,697)    (1,139,745)     (1,479,442)
Income tax benefit                 125,144        419,882         545,026
                               ------------  -------------  --------------
    Net loss                    $ (214,553)   $  (719,863)   $   (934,416)
                               ============  =============  ==============

        The impact to earnings  resulted in a loss of $214,553 that was recorded
        against  current  operations  as of  October 1,  2000,  as a  cumulative
        adjustment from a change in accounting  principle,  net of tax benefits.
        Future changes in fair value for any remaining securities in the trading
        portfolio will be reflected through current  operation.  Changes in fair
        value for any  securities in the  available-for-sale  portfolio  will be
        adjusted through other comprehensive income.

                                      F-30
<PAGE>
                                 OFFICE LOCATION

                                CORPORATE OFFICE
                            Landmark Bancshares, Inc.
                               Central and Spruce
                            Dodge City, Kansas 67801
                                 (316) 227-8111
<TABLE>
<CAPTION>
                 Board of Directors of Landmark Bancshares, Inc.
<S>                                                              <C>
         C. Duane Ross                                               Larry Schugart
         Chairman of the Board                                       President and Chief Executive Officer
         President, High Plains Publishers, Inc.

         David H. Snapp                                              Richard Ball
         Partner, Waite, Snapp & Doll, Attorneys at Law              CPA/Shareholder, Adams, Brown
                                                                         Beran & Ball, Chtd.

         Jim W. Lewis
         Owner, Auto Dealerships

                 Executive Officers of Landmark Bancshares, Inc.

         Larry Schugart                                              Gary L. Watkins
         President and Chief Executive Officer                       Secretary and Chief Operating Officer

         Stephen H. Sundberg
         Treasurer and Chief Financial Officer

-------------------------------------------------------------------------------------------------------------------

    Corporate Counsel:                                                  Independent Auditors:
    Waite, Snapp & Doll, Attorneys at Law                               Regier Carr & Monroe, L.L.P.
    Military Plaza                                                      300 West Douglas
    Dodge City, Kansas  67801                                           Suite 100
                                                                        Wichita, Kansas  67202

    Special Counsel:                                                    Transfer Agent and Registrar:
    Malizia Spidi & Fisch, PC                                           Computer Share Trust Co., Inc.
    1100 New York Avenue, Suite 340 West                                12039 W. Alameda Parkway,
    Washington, D.C. 20005                                              Suite Z-2
                                                                        Lakewood, Colorado  80228
</TABLE>

The Company's Annual Report for the year ended September 30, 2000 filed with the
Securities and Exchange Commission on Form 10-K is available without charge upon
written request. For a copy of the Form 10-K or any other investor  information,
please write or call:  Corporate Secretary,  Landmark Bancshares,  Inc., Central
and Spruce, Dodge City, Kansas 67801. The annual meeting of stockholders will be
held on January  17,  2001 at 1:30 p.m. at the Dodge City  Country  Club,  North
Avenue C, Dodge City, Kansas 67801.



                                      -16-

<PAGE>
                         [LOGO]
                                    LANDMARK
                                BANCSHARES, INC.
                                ----------------




                         Landmark Federal Savings Bank
                            Central & Spruce Streets
                                 P.O. Box 1437
                           Dodge City, KS 67801-1437
                                 (316) 227-8111



2500 N. 14th Street               16th & Stone              1007 N. Main Street
Dodge City, KS 67801          Great Bend, KS 67530         Garden City, KS 67846
  (316) 225-1745                 (316) 792-2196               (316) 275-2166


                623 N. Main Street                   816 Main
               Hoisington, KS 67544             LaCrosse, KS 67548
                  (316) 653-2783                  (785) 222-3546