LANDMARK BANCSHARES, INC.
                           -------------------------


                                      1999
                                      ----

                                  ANNUAL REPORT

<PAGE>

                            Landmark Bancshares, Inc.




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

CONTENTS
--------------------------------------------------------------------------------




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......................................................  17


<PAGE>





MESSAGE TO OUR STOCKHOLDERS:

I am  pleased  to  report  to you our  stockholders,  the 6th  annual  report on
Landmark  Bancshares,  Inc. and its wholly owned  subsidiary,  Landmark  Federal
Savings Bank. I will endeavor to give you only some  highlights on the past year
as all detailed financial information and the management discussion can be found
elsewhere in this report.

Our net income was down slightly from $2.364 million to $2.356 million,  or less
than 1% which we think is tolerable in that substantial  funds were used to make
stock  repurchases  in lieu of being  available  for  investing in other earning
assets.

Ever  mindful  of our  responsibility  to you,  our  stockholders,  our Board of
Directors  continued to approve the  repurchase of our stock when it appeared to
be a good business decision to do so. Our Stock repurchase program has been very
successful  and to date we have  repurchased  50% of the original  shares issued
during our  conversion  in March 1994.  In a review,  I am pleased to inform you
that a substantial  number of shares were purchased below book value,  thus were
immediately accretive to the Holding Company.

I am proud to report that our return on average equity (ROE) improved from 7.52%
to 10.09%.  Likewise,  our diluted earnings per share (EPS) increased from $1.42
to $1.87,  an  increase  of 31%.  Furthermore,  the  Company  declared  its 22nd
consecutive quarterly dividend in October,  1999, which has risen over the years
from a  quarterly  payment  of five  cents to  fifteen  cents per  share,  or an
approximate  annual  yield of 3.80% based on the  closing  price per share as of
September 30, 1999.

There has been a great deal of concern in the news media  regarding the upcoming
Year 2000.  The Company has had a committee of senior level  officers along with
other  supervisors and employees that have been preparing for Y2K since the fall
of 1997. New software and hardware have been purchased and installed and testing
of all programs has occurred and is ongoing.  We have had three  examinations on
our  Y2K  preparation  by our  regulator,  the  Office  of  Thrift  Supervision,
including our core banking  critical  systems,  and it appears that our programs
and contingency  plans are on target.  It is our opinion that our customers have
no need for concern and daily business will continue without interruption.

Looking beyond the financial  statistics,  Landmark Federal Savings Bank, earned
its 35th consecutive  quarterly "FIVE STAR" rating from Bauer Financial,  a bank
rating company from Coral Gables, Florida. Also, Veribanc, Inc., from Wakefield,
Massachusetts,  another financial rating service, continues to give our Bank its
highest rating "GREEN 3 STARS" designated superior strength and safety.

Although we are proud of our accomplishments,  we have experienced a decrease in
our stock price over the past year. This has been very disappointing, however it
is our  opinion  that our stock  price has been  driven by the  weakness  of the
entire financial  services  sector.  Our Board of Directors and the entire staff
are  dedicated in  continuing to manage for positive  operating  results.  By so
doing, when the financial sector again gains favor with investors, we do believe
our stockholders will be rewarded.

On behalf of the Board of Directors,  management  and staff, I want to thank you
for the support you have shown by investing in Landmark Bancshares, Inc.

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 after the end of
the fiscal year  significantly  restrict the ability of the Company to affiliate
in any way with non-financial  companies.  However,  these changes do 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 Kansas  under the name of "Dodge City Savings and Loan  Association"  which
later became a federal  association under the name of "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 1,131,564  shares (net of treasury stock) of common stock of Landmark
Bancshares,  Inc.  outstanding on September 30, 1999, 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 of "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
1999 and 1998.

                                          Year Ended September 30,
                             ---------------------------------------------------
                                      1999                       1998
                             ----------------------   --------------------------
                                 HIGH      LOW           HIGH           LOW
                               --------   ------      ------------  ------------

          First Quarter           24      19 1/2        26 1/2            23
          Second Quarter          24      20 1/8        26                22
          Third Quarter           21      17 3/4        29 1/4            24 3/4
          Fourth Quarter          19      15            26 4/5            20 1/4

The following table sets forth,  for each quarter the dividends  declared on the
common stock for the indicated  fiscal years ending  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         1999                1998
         -------------------     -------------       -------------
          First Quarter            $ 0.15              $ 0.10
          Second Quarter             0.25                0.20
          Third Quarter              0.15                0.15
          Fourth Quarter             0.15                0.15

On October 27,  1999 the Board of  Directors  declared a  quarterly  dividend of
$0.15 per share to shareholders of record on November 10, 1999.

                                      -2-
<PAGE>

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

Selected Financial Condition Data (Dollars in Thousands)
=============================================================================================================================
At September 30,                                      1999            1998            1997            1996            1995
-----------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>             <C>             <C>             <C>             <C>
Total assets                                        $244,116        $225,368        $227,850        $213,734        $208,632
Loans receivable, net (1)                            177,840         174,733         158,163         129,903          98,934
Investments held-to-maturity                          28,850          11,575          18,838          29,399          34,825
Investments available-for-sale                        12,022           9,221           7,123           4,138           1,693
Mortgaged-backed securities
   held-to-maturity                                   13,489          21,724          36,690          45,877          68,207
Cash and cash equivalents                              5,976           2,844           2,741             474             462
Deposits                                             158,936         154,793         144,735         143,815         144,957
FHLB borrowings                                       58,000          41,700          46,200          33,467          25,533
Stockholders' equity                                  22,404          25,024          32,245          32,389          34,667
</TABLE>

<TABLE>
<CAPTION>
Summary of Operations (Dollars in Thousands)
-----------------------------------------------------------------------------------------------------------------------------
Year Ended September 30,                               1999            1998            1997            1996            1995
-----------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>             <C>             <C>             <C>             <C>
Interest income                                      $17,059         $17,207         $16,695         $14,575         $13,652
Interest expense                                      10,029          10,216           9,768           8,678           8,224
                                              --------------- --------------- --------------- --------------- ---------------

  Net interest income                                  7,030           6,991           6,927           5,897           5,428
Provision for loan losses                                785             265             308             135               9
                                              --------------- --------------- --------------- --------------- ---------------

  Net interest income after provision
   for losses on loans                                 6,245           6,726           6,619           5,762           5,419
Non-interest income                                    1,636           1,226           1,026             745             684
Non-interest expense (2)                               4,191           4,134           3,581           4,323           3,315
                                              --------------- --------------- --------------- --------------- ---------------

Income before income taxes                             3,690           3,818           4,064           2,184           2,788
Provision for income taxes                             1,334           1,454           1,550             780           1,025
                                              --------------- --------------- --------------- --------------- ---------------

Net income                                           $ 2,356         $ 2,364         $ 2,514         $ 1,404         $ 1,763
                                              =============== =============== =============== =============== ===============

Basic earnings per share                              $ 2.06          $ 1.56          $ 1.52          $ 0.78          $ 0.87
                                              =============== =============== =============== =============== ===============
Diluted earnings per share                            $ 1.87          $ 1.42          $ 1.42          $ 0.74          $ 0.85
                                              =============== =============== =============== =============== ===============
Dividends per share                                   $ 0.70          $ 0.60          $ 0.40          $ 0.40          $ 0.75
                                              =============== =============== =============== =============== ===============
Book value per common share
   outstanding at September 30                       $ 19.80         $ 18.84         $ 19.10         $ 17.48         $ 16.62
                                              =============== =============== =============== =============== ===============

</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 $604,  $2,409,  $490, $1,890 and $317
     at September 30, 1999, 1998, 1997, 1996 and 1995, 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,                   1999            1998           1997            1996            1995
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>            <C>             <C>            <C>
Return on average assets                                  1.01  %         1.03  %        1.12  %         0.70  %        0.88  %
Return on average equity                                 10.09            7.52           7.79            4.14           4.92
Average equity to average assets                         10.02           13.71          14.44           17.00          17.88
Equity to assets at period end                            9.18           11.10          14.15           15.15          16.62
Net interest spread                                       2.64            2.41           2.41            2.11           1.88
Net yield on average interest-earning assets              3.10            3.12           3.16            3.01           2.76
Non-performing assets to total assets                     0.26            0.34           0.30            0.15           0.22
Non-performing loans to net loans                         0.28            0.39           0.27            0.24           0.39
Allowance for loan losses to total loans                  0.74            0.65           0.61            0.57           0.65
Dividend payout                                          34.18           39.31          26.95           53.58          90.93
Number of:
  Loans outstanding                                      6,262           6,741          6,210           5,439          4,561
  Deposit accounts                                      12,461          12,878         12,888          13,443         13,731
  Full service offices                                       6               6              5               5              5

</TABLE>


                          [NET INCOME CHART OMITTED]

               [NON-PERFORMING ASSETS/TOTAL ASSETS CHART OMITTED]

                         [TOTAL ASSETS CHART OMITTED]

                       [LOANS RECEIVABLE CHART 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 (the
"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 also 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 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,  the costs or  difficulties  associated  with the
resolution  of Year 2000 issues on computer  systems  greater than  anticipated,
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.


Financial Condition

Consolidated  total assets increased  $18,747,971 or 8.32% from  $225,368,013 at
September 30, 1998 to $244,115,984 at September 30, 1999. The principal  factors
contributing  to the growth in assets was the  increase  in the  investment  and
loans receivable portfolios during the year.


                                      -5-
<PAGE>

Cash and due from banks:
Cash and due from banks  increased  $3,131,352  or 110.09%,  from  $2,844,378 at
September 30, 1998 to $5,975,730 at September 30, 1999.  This growth in cash and
due from banks results primarily from changes in the cash accounts held with the
Federal Home Loan Bank (FHLB).  The Bank no longer has demand accounts held with
the FHLB, but instead uses internal  accounts for demand  purposes,  recorded as
official  checks.  Official checks are reflected as a liability and are included
in  accrued  expenses  and  other  liabilities.   Official  checks  amounted  to
$1,228,394  at September  30, 1999, in prior years this amount would have offset
the balance of cash and due from banks. Additionally, the growth in cash relates
to the  increase in  investment  sales,  loan sales,  loan  repayments  and FHLB
advances and other borrowings.

Loans receivable:
Net loans receivable  held-for-investment  increased  $4,911,942 or 2.85%,  from
$172,324,254  at September 30, 1998 to  $177,236,196 at September 30, 1999. This
growth in the loan  portfolio is attributed  primarily to increased  residential
real estate and commercial lending throughout the year.  Residential real estate
loans increased  $8,320,931 or 6.42%, from $129,688,030 at September 30, 1998 to
$138,008,961  at September  30,  1999.  This  increase  includes the purchase of
$14,529,810  in  mortgage  loan  packages  during  fiscal  year  1999.  The Bank
continues to increase 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. Commercial lending increased  $4,113,328,  from
$4,936,897 at September  30, 1998 to  $9,050,225  at September  30, 1999.  These
increases are offset by decreases in loans  held-for-sale  and consumer lending.
Loans held-for-sale decreased $1,804,294,  from $2,408,689 at September 30, 1998
to $604,395 at September 30, 1999.  This  continued  increase in the Bank's loan
portfolio has resulted in a 79.76%  increase in total loans during the last five
years.

The allowance for loan losses was increased $180,923 or 15.92%,  from $1,136,753
at September 30, 1998 to $1,317,676 at September 30, 1999. The primary  increase
in loan loss reserves is based on  management's  evaluation of the consumer loan
portfolio,  discussed  further in the "Results of Operations"  section,  and the
continued growth of the commercial lending department.

The Bank had impaired  loans of $353,790 and $505,547 at September  30, 1999 and
1998, 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,
1999 and 1998, amounted to $1,338,000 and $1,171,000,  respectively. Those loans
classified that are not recognized as impaired include loans which are currently
past due 90 days or more or have a past  history  of  delinquency.  The level of
classified loans has continued to remain  consistently low primarily as a result
of improving  economic  conditions and real estate values. At September 30, 1999
the Bank's ratio of total  non-performing  assets to total assets was 0.26%, far
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.  Management  is unaware of any trends
which it reasonably  expects will materially  impact future  operating  results,
liquidity, or capital resources.

Investment securities:
Investment  securities  held-to-maturity  increased $17,274,420 or 149.23%, from
$11,575,433  at  September  30,  1998 to  $28,849,853  at  September  30,  1999.
Investment  securities  available-for-sale  increased $2,801,620 or 30.38%, from
$9,220,910  at  September  30, 1998 to  $12,022,530  at September  30, 1999.  As
additional  funds  became  available  through   repayments  on   mortgage-backed
securities and the increase in borrowings,  both  discussed  later,  these funds
were used to purchase investment  securities.  The Company purchased $26,865,659
in  investment  securities  during fiscal 1999  compared to  $14,473,898  during
fiscal 1998. The yield on investment  securities at September 30, 1999 was 6.29%
compared to 5.33% at September 30, 1998.

                                      -6-
<PAGE>
Mortgage-backed securities:

Mortgage-backed  securities  decreased $8,234,581 or 37.91%, from $21,723,755 at
September 30, 1998 to  $13,489,174  at September  30, 1999.  The Company did not
have any mortgage-backed securities  available-for-sale at September 30, 1999 or
1998.  Mortgage-backed  securities  decreased  due to funds from  repayments  on
mortgage-backed  securities  being  used  to fund  the  increase  in  investment
securities  and loans  receivable.  The yield on  mortgage-backed  securities at
September  30, 1999 was 5.95%  compared to a yield on  investment  securities of
6.29%.

Foreclosed assets:
The balance of foreclosed assets at September 30, 1999 and 1998 was $146,883 and
$70,939,  respectively.  The  September  30, 1999 balance in  foreclosed  assets
consisted of one  single-family  residence  and  repossessed  automobiles.  This
foreclosed  asset  balance  continues  to  be  substantially   lower  than  that
experienced by the Bank in prior years.

Deposits:
Deposits increased $4,143,376, or 2.68%, from $154,792,916 at September 30, 1998
to $158,936,292 at September 30, 1999.  This increase  relates  primarily to the
increase in demand accounts of $4,496,559 from $20,787,500 at September 30, 1998
to $25,284,059 at September 30, 1999. The increase in demand accounts relates to
the Bank's  continued  effort to offer rates  competitive  with other  financial
institutions in the area. The average cost on demand deposits decreased 50 basis
points  from 3.10% for  fiscal  year 1998 to 2.60% for  fiscal  year  1999.  The
average  cost on savings and  certificates  of deposit  also  decreased 26 basis
points  from 5.43% for  fiscal  year 1998 to 5.17% for  fiscal  year  1999.  The
decrease in the cost of demand  deposits is the result of a decrease of $108,000
due to the changes in the rate,  offset  slightly by a $42,000  increase  due to
changes in volume.  The  decrease  in the cost of savings  and  certificates  of
deposit is the result of a decrease of $331,000  due to the changes in the rate,
offset by a $350,000 increase due to changes in volume.

Of the $126,091,137 in certificates of deposit held by the Bank at September 30,
1999, $103,751,256 of these deposits will mature during the year ended September
30, 2000. 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 be renewed.

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
$35,000,000  and $33,700,000 at September 30, 1999 and 1998,  respectively.  The
Bank  also has a line of  credit  with  the  FHLB.  The Bank had an  outstanding
balance  of  $23,000,000   and  $8,000,000  at  September  30,  1999  and  1998,
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 5.39% and 5.60% as of September 30, 1999 and 1998,
respectively.  Of the advances and other borrowings outstanding at September 30,
1999, $37,000,000 mature during the year ended September 30, 2000.

Stockholders' equity:
Stockholders'  equity  decreased  $2,619,620,  or 10.47%,  from  $25,023,767  at
September  30, 1998 to  $22,404,147  at September  30, 1999. As of September 30,
1999 the Company has repurchased 1,149,748 shares, or 50.40%
 of its  outstanding  common  stock to enhance  stockholder  value.  Total stock
repurchases  for the year ended  September 30, 1999 amounted to  $4,239,923.  As
noted in the Stock Price Information section of this report the Company has also
been consistently paying quarterly dividends to stockholders.

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  which  mature or reprice in specified
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 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

                                      -7-
<PAGE>

interest rate 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 the net portfolio
value reports to monitor and manage its interest rate risk.

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  to  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.

Quarterly, the OTS prepares a report on the interest rate sensitivity of the net
portfolio  value ("NPV") from  information  provided by Bank.  The OTS adopted a
rule in August 1993  incorporating an interest rate risk ("IRR")  component into
the risk-based capital rules.  Implementation of the rule has been delayed until
the OTS has tested the process under which  institutions may appeal such capital
deductions.  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, 1999, 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>              <C>
            +300 bp               $  8,076         (11,253)          (58)  %                3.58   %         (445)   bp
            +200 bp (1)           $ 12,205          (7,124)          (37)  %                5.28   %         (275)   bp
            +100 bp               $ 16,086          (3,243)          (17)  %                6.81   %         (122)   bp
               0 bp               $ 19,329                                                  8.03   %
            -100 bp               $ 21,478           2,150            11   %                8.80   %           77    bp
            -200 bp               $ 22,913           3,585            19   %                9.28   %          125    bp
            -300 bp               $ 24,427           5,099            26   %                9.77   %          174    bp
</TABLE>

    (1) Denotes rate shock used to compute interest rate risk capital component.

<TABLE>
<CAPTION>
                                                                      September 30, 1999
                                                                     ----------------------
<S>                                                                            <C>
Risk  Measures (200 Basis Point Rate Shock):

        Pre-Shock NPV Ratio:  NPV as % of Present Value of Assets                8.03%
        Exposure Measure:  Post-Shock NPV Ratio                                  5.28%
        Sensitivity Measure:  Change in NPV Ratio                                2.75%
</TABLE>
                                      -8-
<PAGE>


Utilizing  the data above,  the Bank,  at September  30,  1999,  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.

Set forth below is a breakout, by basis points of the Bank's NPV as of September
30, 1999 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                       $ 249,953       $ 246,992      $ 244,156      $ 240,660      $ 236,131      $ 231,016       $ 225,690
-Liabilities                   225,614         224,149        222,733        221,358        220,026        218,738         217,484
+Off Balance Sheet                  88              70             55             27            (19)           (73)           (130)
                         -------------- ------------------------------ -------------- -------------- -------------- ---------------
Net Portfolio Value           $ 24,427        $ 22,913       $ 21,478       $ 19,329       $ 16,086       $ 12,205         $ 8,076
                         ============== ============================== ============== ============== ============== ===============

</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  related 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  will 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.




                                      -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 month-end balances. Management does
not believe that the use of month-end balances instead of daily average balances
has  caused  any  material  difference  in the  information  presented.
<TABLE>
<CAPTION>
                                            At              For Year Ended September 30,
                                                      --------------------------------------------
                                         September 30,
                                           1999                        1999
                                       -------------- ------------------------------------------
                                                         Average                      Average
                                          Yield/Cost      Balance       Interest     Yield/Cost
                                       -------------- --------------- ------------- ------------
                                                           (Dollars in Thousands)
<S>                                       <C>           <C>             <C>          <C>
Interest-earning assets:
  Loans receivable                           8.18 %        $ 176,318       $14,102      8.00 %
  Mortgage-backed securities                 5.95 %           17,555         1,108      6.31 %
  Investment securities                      6.29 %           29,384         1,728      5.88 %
  Other interest-earning assets              4.99 %            3,548           121      3.41 %
                                         ------------ --------------- ------------- ------------
     Total interest-earning assets           7.67 %        $ 226,805       $17,059      7.52 %
                                         ============ =============== ============= ============
Non-interest earning assets:                                   6,231
                                                      ---------------
     Total assets                                          $ 233,036
                                                      ===============

Interest-bearing liabilities:
  Demand deposits                            2.55 %         $ 22,941         $ 597      2.60 %
  Savings deposits and certificates
    of deposit                               4.93 %          133,729         6,918      5.17 %
  Other liabilities                          5.39 %           48,671         2,513      5.16 %
                                         ------------ --------------- ------------- ------------
     Total interest-bearing liabilities      4.78 %        $ 205,341       $10,028      4.88 %
                                         ============ =============== ============= ============
Non-interest bearing liabilities                               4,348
                                                      ---------------
     Total liabilities                                     $ 209,689
                                                      ===============
Stockholder's equity                                          23,347
                                                      ---------------
     Total liabilities and stockholders' equity            $ 233,036
                                                      ===============
Net interest income                                                        $ 7,031
                                                                      =============
Interest rate spread                         2.89 %                                     2.64 %
                                         ============                               ============
Net yield on interest-earning assets                                                    3.10 %
                                                                                    ============
Ratio of interest-earning assets
    to interest-bearing liabilities                                                   110.45 %
                                                                                    ============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                           For Year Ended September 30,
                                               ------------------------------------------------------------------------------------
                                                               1998                                       1997
                                               ------------------------------------------ -----------------------------------------
                                                 Average                       Average       Average                     Average
                                                  Balance       Interest      Yield/Cost      Balance       Interest    Yield/Cost
                                               -------------  -------------  ------------ --------------- ------------ ------------
                                                                               (Dollars in Thousands)
<S>                                            <C>             <C>           <C>            <C>            <C>          <C>
Interest-earning assets:
  Loans receivable                                $ 167,490       $ 13,741      8.20  %        $ 145,395      $11,833      8.14 %
  Mortgage-backed securities                         29,724          1,927      6.48  %           41,747        2,707      6.48 %
  Investment securities                              23,366          1,374      5.88  %           30,956        2,079      6.72 %
  Other interest-earning assets                       3,169            165      5.21  %            1,252           76      6.07 %
                                               -------------  -------------  ------------ --------------- ------------ ------------
     Total interest-earning assets                $ 223,749       $ 17,207      7.69  %        $ 219,350      $16,695      7.61 %
                                               =============  =============  ============ =============== ============ ============
Non-interest earning assets:                          5,580                                        4,310
                                               -------------                              ---------------
     Total assets                                 $ 229,329                                    $ 223,660
                                               =============                              ===============
Interest-bearing liabilities:
  Demand deposits                                  $ 21,586          $ 669      3.10  %         $ 21,536        $ 693      3.22 %
  Savings deposits and certificates
    of deposit                                      127,290          6,917      5.43  %          123,206        6,556      5.32 %
  Other liabilities                                  44,763          2,631      5.88  %           42,951        2,520      5.87 %
                                               -------------  -------------  ------------ --------------- ------------ ------------
     Total interest-bearing liabilities           $ 193,639       $ 10,217      5.28  %        $ 187,693      $ 9,769      5.20 %
                                               =============  =============  ============ =============== ============ ============
Non-interest bearing liabilities                      4,242                                        3,696
                                               -------------                              ---------------
     Total liabilities                            $ 197,881                                    $ 191,389
                                               =============                              ===============
Stockholder's equity                                 31,448                                       32,271
                                               -------------                              ---------------
     Total liabilities and stockholders equity    $ 229,329                                    $ 223,660
                                               =============                              ===============
Net interest income                                                $ 6,990                                    $ 6,926
                                                              =============                               ============
Interest rate spread                                                            2.41  %                                    2.41 %
                                                                             ============                              ============
Net yield on interest-earning assets                                            3.12  %                                    3.16 %
                                                                             ============                              ============
Ratio of interest-earning assets
    to interest-bearing liabilities                                           115.55  %                                  116.87 %
                                                                             ============                              ============
</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,
                                     ------------------------------------------------------------------------------------------
                                                    1999 vs. 1998                                 1998 vs. 1997
                                     -------------------------------------------- ---------------------------------------------
                                              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                      $ 723      $ (336)    $ (26)      $ 361      $1,799        $ 88      $ 21      $1,908
   Mortgage-backed securities             (790)        (52)       23        (819)       (779)          -        (1)       (780)
   Investment securities                   354           -         -         354        (510)       (260)       65        (705)
   Other interest-earning assets            19         (58)       (5)        (44)        117         (10)      (18)         89
                                     ----------  ---------- --------- ----------- ----------- ----------- ---------  ----------
     Total interest-earning assets       $ 306      $ (446)     $ (8)      $(148)      $ 627      $ (182)     $ 67       $ 512
                                     ==========  ========== ========= =========== =========== =========== =========  ==========
Interest expense:
   Demand deposits                        $ 42      $ (108)     $ (6)      $ (72)        $ 2       $ (26)      $ -       $ (24)
   Savings deposits and
     certificates of deposits              350        (331)      (18)          1         218         137         6         361
   Other liabilities                       230        (322)      (26)       (118)        107           4         -          111
                                     ----------  ---------- --------- ----------- ----------- ----------- ---------  ----------
     Total interest-bearing liabilities  $ 622      $ (761)    $ (50)      $(189)      $ 327       $ 115       $ 6       $ 448
                                     ==========  ========== ========= =========== =========== =========== =========  ==========
Change in net interest income           $ (316)      $ 315      $ 42        $ 41       $ 300      $ (297)     $ 61        $ 64
                                     ==========  ========== ========= =========== =========== =========== =========  ==========
</TABLE>

Results of Operations

General:
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 income  decreased  $150,639,  or 5.99%,  from  $2,514,437 for the year ended
September 30, 1997 to  $2,363,798  for the year ended  September  30, 1998.  The
decrease  in net income  relates  primarily  to an increase in costs of the core
business of the subsidiary  Bank as a result of  establishing a commercial  loan
department  and the  additional  expense of  providing  retail  services  in the
existing  branches,  the new  Dodge  City  branch  and the  Overland  Park  loan
origination office.

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.

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  slight   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.

                                      -11-
<PAGE>

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 1999 to $205,341,000  for fiscal year 1998, 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.

As a result of the above, 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.  Interest costs on liabilities increase or
decrease  faster than  interest  yields on assets,  as shorter term  liabilities
reprice or adjust for changes in interest  rates  quicker  than longer  maturity
assets. 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.  The risks  related  to
interest rate movement are managed and continuously reviewed by management.

Total interest income increased $512,592,  or 3.07%, to $17,207,440 for the year
ended  September 30, 1998,  from  $16,694,848  for the year ended  September 30,
1997. This increase resulted from the average yield on  interest-earning  assets
increasing to 7.69% for the year ended  September 30, 1998 compared to 7.61% for
the year ended  September 30, 1997. This increase was the result of the increase
in the loan portfolio,  the  rate/volume  analysis  reflects this increase.  The
change in interest income due to the volume of loans  receivable was an increase
of $1,799,000  during fiscal year 1998 from fiscal year 1997.  Income  resulting
from the increase in loan volume was partially offset by decreases in the volume
of investment and mortgage-backed securities.

Interest  expense for the year ended September 30, 1998 increased  $448,271,  or
4.59%,  to $10,216,563  from  $9,768,292 at September 30, 1997. This increase is
primarily  due to an  increase in volume of  certificates  of deposit and market
interest rates paid on those deposits.  The Bank's rate/volume analysis reflects
approximately  $327,0000  of the  increase in interest  expense  resulting  from
changes in volume.

As a result of the above,  net interest income had a slight increase of $64,321,
from $6,926,556 for the year ended September 30, 1997 to $6,990,877 for the year
ended September 30, 1998. The increase in net interest income is attributable to
a shift in the  composition  of  interest-earning  assets from  generally  lower
yielding  mortgage-backed  and investment  securities to loans,  resulting in an
increase in net interest  income  attributable  to volume of  $300,000.  The net
interest spread of the Bank was consistent  during the years ended September 30,
1998 and 1997, with an interest rate spread of 2.41% for both years.

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 loan losses was  $1,317,676  and  $1,136,753 at September 30,
1999 and 1998, respectively.  The provision for losses on loans is the method by
which the allowance for losses is adjusted during the period.  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.

During the year ended  September 30, 1999 the Bank  experienced a large increase
in  the  loan  charge  offs,  net  of  recoveries.  Loans  charged  off,  net of
recoveries,  during  fiscal 1999  totaled  $604,077  compared to $96,870  during


                                      -12-
<PAGE>

fiscal 1998 and $79,702 during fiscal 1997. This increase in charge offs was the
result of an increase in  impaired  consumer  loans.  As the Bank  continued  to
increase their  consumer  lending  portfolio in recent years,  it was determined
that several of these loans were considered substandard.  During fiscal 1999 the
bank became  aware that a large  number of consumer  loans at one branch had not
been properly underwritten. Continuing throughout the year 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.  As noted above, the Bank has
increased  the allowance  for loan losses in response to the  identified  loans.
Although the Bank has  experienced  an increase in consumer  loan losses  during
fiscal 1999,  the Bank  continues to experience  loan losses well 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 $968,623 at September 30, 1997.  The provision
for losses on loans  decreased  from  $307,979 for the year ended  September 30,
1997 to $265,000 for the year ended September 30, 1998. The $42,979  decrease in
the  provision for the year ended  September 30, 1998 was based on  management's
evaluation of the allowance in relation to the Bank's loan portfolio.

Non-interest income:
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 income increased $199,937,  or 19.49%, from $1,026,021 for the year
ended  September 30, 1997 to $1,225,958  for the year ended  September 30, 1998.
This was  primarily  due to the net gain on the  sale of loans of  $472,908  for
fiscal year 1998 compared to $237,281 for fiscal 1997, a $235,627  increase,  or
99.3%.

Non-interest expense:
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 slight  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.

Non-interest expense increased $554,361,  or 15.48% from $3,580,077 for the year
ended  September 30, 1997 to $4,134,438  for the year ended  September 30, 1998.
The Bank experienced an overall increase in non-interest  expense as a result of
the addition of a commercial loan  department,  the loan  origination  office in
Overland Park, and the new Dodge City branch.  These increases related primarily
to increases in  compensation  as a result of new  positions.  Compensation  and
related expenses increased $252,108,  or 11.24%, from $2,242,602 for fiscal 1997
to $2,494,710 for fiscal 1998.  This increase in compensation is also the result
of increase in the  Employee  Stock  Ownership  Plan (the  "ESOP")  expense as a
result of higher market values for allocated shares and additional  compensation
expense relating to the issuance of stock options,  see Note 14 of the financial
statements for further discussion.

Income taxes:
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.

Income tax expense  decreased  $96,485,  or 6.22%,  from $1,550,084 for the year
ended  September 30, 1997 to $1,453,599  for the year ended  September 30, 1998.
This decrease in income tax resulted  primarily  from a decrease


                                      -13-
<PAGE>

in deferred tax  attributable  to changes in state income tax rates that for the
Bank become effective as of October 1, 1998 and pre-tax income.

Liquidity and Capital Resources

Liquidity  is  measured  by a  financial  institution's  ability to raise  funds
through  deposits,  borrowed  funds,  capital  or the sale of highly  marketable
assets such as available-for-sale  securities.  Additional sources of liquidity,
including  cash flows from both  repayment of loans and  maturity of  investment
securities, are also included in determining whether liquidity is satisfactory.

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  were offset by cash used by
investing activities of $18,422,766. Cash and cash equivalents used by investing
activities  resulted  primarily  from the  purchase  of  investment  securities.
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 1998, cash and cash equivalents  increased  $103,326.  The Company
had net cash provided by operating and  investing  activities of $3,272,735  and
$624,854,  respectively. This was offset by cash used by financing activities of
$3,794,263 which consisted primarily of the net repayment of borrowing from FHLB
of $4,500,000 and the purchase of treasury  stock of $8,654,310.  The repurchase
of treasury stock has helped to enhance stockholder value.

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 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 $805,072,  $929,243, and $677,675 during the fiscal years 1999, 1998 and
1997,  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, 1999, the Bank met its liquidity  requirement  and expects to meet
this  requirement  in the future.  The Bank adjusts  liquidity as appropriate to
meet its asset/liability objectives.


                                      -14-
<PAGE>

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
risk-based capital  requirement.  At September 30, 1999 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,
1999.

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,  nearly all the
assets and  liabilities  of the Bank are monetary.  As a result,  interest rates
have a greater impact on the Bank's  performance  than do the effects of general
levels  of  inflation.  Interest  rates  do not  necessarily  move  in the  same
direction or to the same extent as the price of goods and services.

Implementation of New Accounting Pronouncements

During fiscal year 1999, the Company adopted the provisions of Statement No. 130
titled  "Reporting  Comprehensive  Income."  See  Note  1  to  the  Consolidated
Financial Statements for a discussion of these new accounting pronouncements and
their effect on the Company.

Year 2000 Issue

The  year  2000  poses  an  important  business  issue  regarding  how  existing
application  software  programs and operating  systems can accommodate this date
value.  Many computer programs that can only distinguish the final two digits of
the year  entered  are  expected  to read  entries for the year 2000 as the year
1900. Like most financial  service  providers,  the Company may be significantly
affected by the Year 2000 issue due to the nature of financial information.  The
Company has been evaluating both information  technology  (computer  systems and
software)  and  non-information   technology  (i.e.  vault  timers,   elevators,
electronic door lock and heating,  ventilation and air condition  controls) both
within and  outside  the  Company's  direct  control  and with which the Company
electronically  or  operationally   interfaces.  If  computer  systems  are  not
adequately  changed to identify the year 2000, many computer  applications could
fail or create erroneous  results.  As a result,  many calculations that rely on
the date field  information,  such as  interest,  payment or due dates and other
operating functions, may generate results that could be significantly misstated,
and the Company could experience a temporary  inability to process  transactions
and engage in normal business activities.

The Company  has also  initiated  formal  communications  with both  information
technology  and  non-information  technology  vendors to determine the extent to
which the Company's  interface systems may be vulnerable to those third parties'
failure to  remediate  their own Year 2000 issues.  We have  examined all of our
non-information  technology  systems and have either received  certifications of
Year  2000  compliance  for  systems  controlled  by third  party  providers  or
determined  that the systems  should not be impacted by the Year 2000. We expect
to further  test the systems we control and receive  third party  certification,
where  appropriate,  that they will  continue to function.  We do not expect any
material costs to address our  non-information  technology  systems and have not
had any  material  costs  to  date.  We have  determined  that  the  information
technology  systems  we use have  substantially  more  year  2000  risk than the
non-information  technology  systems  we  use.  The  Bank  has  evaluated  their
information  technology  systems risk in three areas: (1) internal computers and
software,  (2)  computers of others used by our  borrowers,  (3)  external  data
processing servicers.

Internal computers and software
The Company will replace or upgrade  most of its internal  computer  systems and
programs in order to provide  cost-effective  and efficient delivery of services
to its customers,  information to management, and to provide additional capacity
for processing information and transactions due to increased activity.  Computer
system  upgrades  were  projected to be completed  during the second  quarter of
fiscal 1999.  The total cost of the Year 2000  project to date is  approximately
$283,000,  and is substantially  complete.  These costs were funded through cash
flows from operations. Final testing of internal conversion to compliant systems
was completed in the third quarter of calendar year 1999.

                                      -15-
<PAGE>

Computers of others used by our  borrowers
The Bank has evaluated  most of its borrowers and does not believe that the Year
2000 issue should, on an aggregate basis,  impact their ability to make payments
to the Bank.  The Bank  feels  that most of its  residential  borrowers  are not
dependent  on their home  computers  for income and that none of its  commercial
borrowers  are so large that a Year 2000  problem  would  render  them unable to
collect  revenue or rent and,  in turn,  continue  to make loan  payments to the
Bank. As a result, the Bank has not contacted  residential  borrowers concerning
this issue and does not consider this issue in its residential loan underwriting
process.  The Bank has contacted all commercial  borrowers and  considered  this
issue during commercial loan underwriting. The Bank does not expect any material
costs to address this risk area.

External data processing servicer
This risk is primarily  focused on one third-party  service bureau that provides
virtually all of the Bank's data processing. The Bank's data processing servicer
has completed  their Year 2000 testing and was  determined to be in  compliance.
The  third-party  servicer  also has a  contingency  plan  developed  to provide
operating alternatives in the event of systems or communication  failures.  This
contingency plan has a procedure in which a disaster  recovery unit will be sent
to the Bank  immediately  to  correct  any  Year  2000  complications.  Although
appearing to be compliant, if the service bureau fails to be Year 2000 compliant
the Bank would likely experience significant delays, mistakes or failures. These
delays,  mistakes  or  failures  could have a  significant  impact on the Bank's
financial condition and results of operations.

Contingency plan
Senior  management  has  developed  and  presented  to the Board of  Directors a
contingency plan to provide operating  alternatives for continuation of services
to the Bank's customers in the event of systems or communication failures at the
beginning of the Year 2000.  Management  believes  that the Bank will be able to
continue to operate in the Year 2000 even if some  systems  fail.  The Bank will
have available a back-up  generator for use in the event of a power failure.  At
the end of  December  1999,  the Bank  will  receive  from  its data  processing
servicer a CD-ROM backup and paper  printouts of all customer and general ledger
accounts.  The Bank will also have a stand alone computer with internal software
to extract  the  information  from the  CD-ROM  and print  hard copy  reports as
necessary.  This  software  has been  certified  as Year 2000  compliant  by the
provider  and has  been  tested  at  other  customer  locations  of the  service
provider.  As noted above,  the disaster  recovery  unit  provided by the Bank's
service  center will also be  available.  Due to the size of the Bank,  it feels
that it would be able to  operate  with all  transactions  processed  internally
until normal  operations can be restored.  This procedure could require changing
of  schedules  and hiring of  temporary  staff,  which  would  increase  cost of
operations.  If this procedure were to continue for any extended period of time,
or if we  ultimately  had to change data  service  providers,  the cost could be
material.


                                      -16-


<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, 1999 and 1998,
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,  1999.  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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Landmark Bancshares,
Inc. and  subsidiary as of September 30, 1999 and 1998, and the results of their
operations  and cash  flows  for each of the  three  years in the  period  ended
September 30, 1999 in conformity with generally accepted accounting principles.





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

October 28, 1999
Wichita, Kansas




                                      F-1
<PAGE>
                            Landmark Bancshares, Inc.

                 Consolidated Statements of Financial Condition
                           September 30, 1999 and 1998
<TABLE>
<CAPTION>
                                                                         1999             1998
                                                                   -------------    -------------
<S>                                                              <C>              <C>
ASSETS
Cash and due from banks:
        Non-interest bearing                                       $   1,598,533    $     832,559
        Interest bearing                                               4,377,197        2,011,819
                                                                   -------------    -------------
        Total cash and due from banks                                  5,975,730        2,844,378
Time deposits in other financial institutions                            289,864          249,867
Investment securities held-to-maturity (estimated market
        value of $27,969,640 and $11,681,144 at September 30,
        1999 and 1998, respectively)                                  28,849,853       11,575,433
Investment securities available-for-sale                              12,022,530        9,220,910
Mortgage-backed securities held-to-maturity (estimated
        market value of $13,471,716 and $22,006,970 at
        September 30, 1999 and 1998, respectively)                    13,489,174       21,723,755
Loans receivable, net                                                177,236,196      172,324,254
Loans held-for-sale                                                      604,395        2,408,689
Accrued income receivable                                              1,547,901        1,443,847
Foreclosed assets, net                                                   146,883           70,939
Office properties and equipment, net                                   1,759,770        1,729,282
Prepaid expenses and other assets                                      1,949,751        1,749,177
Income taxes receivable, current                                         154,072           27,482
Deferred income taxes                                                     89,865
                                                                   -------------    -------------
             Total assets                                          $ 244,115,984    $ 225,368,013
                                                                   =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
        Deposits                                                   $ 158,936,292    $ 154,792,916
        Advances and other borrowings from
           Federal Home Loan Bank                                     58,000,000       41,700,000
        Advances from borrowers for taxes and insurance                2,143,805        1,904,170
        Accrued expenses and other liabilities                         2,631,740        1,737,080
        Deferred income taxes                                                             210,080
                                                                   -------------    -------------
             Total liabilities                                       221,711,837      200,344,246
                                                                   -------------    -------------

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                                    22,706,378       22,466,144
        Retained income, substantially restricted                     22,290,140       20,739,642
        Accumulated other comprehensive income (loss)                   (120,493)         283,336
        Unamortized stock acquired by Employee Stock
          Ownership Plan                                                (555,841)        (692,719)
        Unamortized compensation related to Management
          Stock Bonus Plan                                                                (96,522)
        Treasury stock, at cost, 1,149,748 and 953,378 shares at
          September 30, 1999 and 1998, respectively                  (22,144,168)     (17,904,245)
                                                                   -------------    -------------
             Total stockholders' equity                               22,404,147       25,023,767
                                                                   -------------    -------------
             Total liabilities and stockholders' equity            $ 244,115,984    $ 225,368,013
                                                                   =============    =============
</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, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                                            1999            1998            1997
                                                        ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Interest and dividend income:
    Loans, including fees                               $ 14,101,667    $ 13,741,660    $ 11,832,611
    Debt securities:
        Taxable                                            1,414,098       1,096,020       1,824,567
        Tax-exempt                                            71,563          72,925         100,211
    Dividends                                                363,280         369,990         230,078
    Mortgage-backed securities                             1,108,444       1,926,845       2,707,381
                                                        ------------    ------------    ------------
         Total interest and dividend income               17,059,052      17,207,440      16,694,848
                                                        ------------    ------------    ------------
Interest expense:
    Deposits                                               7,515,201       7,585,688       7,248,750
    Borrowed funds                                         2,513,394       2,630,875       2,519,542
                                                        ------------    ------------    ------------
         Total interest expense                           10,028,595      10,216,563       9,768,292
                                                        ------------    ------------    ------------
         Net interest income                               7,030,457       6,990,877       6,926,556

Provision for losses on loans                                785,000         265,000         307,979
                                                        ------------    ------------    ------------
    Net interest income, after provision for losses        6,245,457       6,725,877       6,618,577
                                                        ------------    ------------    ------------
Non-interest income:
    Service charges and late charges                         397,741         339,478         270,622
    Net gain on sale of available-for-sale securities        500,123         202,299         220,154
    Net gain on sale of loans                                462,813         472,908         237,281
    Service fees on loans sold                               165,025         157,032         161,304
    Other                                                    110,359          54,241         136,660
                                                        ------------    ------------    ------------

         Total non-interest income                         1,636,061       1,225,958       1,026,021
                                                        ------------    ------------    ------------
Non-interest expenses:
    Compensation and related expenses                      2,500,121       2,494,710       2,242,602
    Occupancy expense                                        252,790         243,633         173,452
    Federal insurance premium                                149,201         156,064         198,736
    Data processing                                          189,011         207,733         181,321
    Other expense                                          1,100,272       1,032,298         783,966
                                                        ------------    ------------    ------------
         Total non-interest expenses                       4,191,395       4,134,438       3,580,077
                                                        ------------    ------------    ------------
         Income before income taxes                        3,690,123       3,817,397       4,064,521
                                                        ------------    ------------    ------------
Income taxes:
    Currently payable                                      1,377,937       1,529,953       1,261,177
    Deferred tax expense (benefit)                           (43,384)        (76,354)        288,907
                                                        ------------    ------------    ------------
                                                           1,334,553       1,453,599       1,550,084
                                                        ------------    ------------    ------------
         Net income                                     $  2,355,570    $  2,363,798    $  2,514,437
                                                        ============    ============    ============

Earnings per share:
    Basic                                               $       2.06    $       1.56    $       1.52
                                                        ============    ============    ============
    Diluted                                             $       1.87    $       1.42    $       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
                  Years Ended September 30, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                         1999           1998           1997
                                                     -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>
Net income                                           $ 2,355,570    $ 2,363,798    $ 2,514,437
                                                     -----------    -----------    -----------
Other comprehensive income (loss), net of tax:
     Unrealized gains (losses) on securities:
         Unrealized holding gains (losses) arising
            during period                                (73,748)      (505,531)       814,629

         Less:  reclassification adjustment for
            gains included in net income                (330,081)      (133,517)      (145,302)
                                                     -----------    -----------    -----------
     Total other comprehensive income (loss)            (403,829)      (639,048)       669,327
                                                     -----------    -----------    -----------
Comprehensive income                                 $ 1,951,741    $ 1,724,750    $ 3,183,764
                                                     ===========    ===========    ===========

</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
                  Years Ended September 30, 1999, 1998 and 1997
<TABLE>
<CAPTION>
                                                                                                               Unamortized
                                                                                              Accumulated          Common
                                                           Additional                            Other             Stock
                                             Common          Paid-in           Retained       Comprehensive     Acquired by
                                             Stock           Capital            Income           Inceom             ESOP
                                          -------------  ----------------  -----------------  -------------   -----------------
<S>                                         <C>           <C>                <C>                <C>               <C>
Balance, September 30, 1996                   $228,131      $ 21,944,175       $ 17,468,325       $253,057          $ (994,695)
Allocation of shares by Employees' Stock
     Ownership Plan                                              121,277                                               150,098
Amortization of compensation related to
     Management Stock Bonus Plan                                  56,928
Compensation related to stock options granted                     51,447
Net income for the year ended September 30, 1997                                  2,514,437
Cash dividend paid ($0.40 per share)                                               (677,675)
Net change in unrealized gain on available-for-sale
     investment securities                                                                         669,327
Purchase of 164,355 treasury shares
                                          -------------  ----------------  -----------------  -------------   -----------------
Balance, September 30, 1997                    228,131        22,173,827         19,305,087        922,384            (844,597)
Allocation of shares by Employees' Stock
     Ownership Plan                                              175,691                                               151,878
Amortization of compensation related to
     Management Stock Bonus Plan                                 108,968
Compensation related to stock options granted                      7,658
Net income for the year ended September 30, 1998                                  2,363,798
Cash dividend paid ($0.60 per share)                                               (929,243)
Net change in unrealized gain on available-for-sale
     investment securities                                                                        (639,048)
Purchase of 360,707 treasury shares
                                          -------------  ----------------  -----------------  -------------   -----------------
Balance, September 30, 1998                    228,131        22,466,144         20,739,642        283,336            (692,719)
Allocation of shares by Employees' Stock
     Ownership Plan                                               98,672                                               136,878
Amortization of compensation related to
     Management Stock Bonus Plan                                 104,809
Compensation related to stock options granted                     36,753
Net income for the year ended September 30, 1999                                  2,355,570
Cash dividend paid ($0.70 per share)                                               (805,072)
Net change in unrealized gain on available-for-sale
     investment securities                                                                        (403,829)
Purchase of 196,370 treasury shares
                                          -------------  ----------------  -----------------  -------------   -----------------
Balance, September 30, 1999                   $228,131      $ 22,706,378       $ 22,290,140      $(120,493)         $ (555,841)
                                          =============  ================  =================  =============   =================

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                           Unamortized
                                                          Compensation                       Total
                                                           Related to       Treasury     Stockholders'
                                                              MSBP            Stock         Equity
                                                         ----------------------------------------------
<S>                                                         <C>           <C>            <C>
Balance, September 30, 1996                                   $ (482,612)   $ (6,027,206)  $32,389,175
Allocation of shares by Employees' Stock
     Ownership Plan                                                                            271,375
Amortization of compensation related to
     Management Stock Bonus Plan                                 193,045                       249,973
Compensation related to stock options granted                                                   51,447
Net income for the year ended September 30, 1997                                             2,514,437
Cash dividend paid ($0.40 per share)                                                          (677,675)
Net change in unrealized gain on available-for-sale
     investment securities                                                                     669,327
Purchase of 164,355 treasury shares                                           (3,222,729)   (3,222,729)
                                                         ----------------------------------------------
Balance, September 30, 1997                                     (289,567)     (9,249,935)   32,245,330
Allocation of shares by Employees' Stock
     Ownership Plan                                                                            327,569
Amortization of compensation related to
     Management Stock Bonus Plan                                 193,045                       302,013
Compensation related to stock options granted                                                    7,658
Net income for the year ended September 30, 1998                                             2,363,798
Cash dividend paid ($0.60 per share)                                                          (929,243)
Net change in unrealized gain on available-for-sale
     investment securities                                                                    (639,048)
Purchase of 360,707 treasury shares                                           (8,654,310)   (8,654,310)
                                                         ----------------------------------------------
Balance, September 30, 1998                                      (96,522)    (17,904,245)   25,023,767
Allocation of shares by Employees' Stock
     Ownership Plan                                                                            235,550
Amortization of compensation related to
     Management Stock Bonus Plan                                  96,522                       201,331
Compensation related to stock options granted                                                   36,753
Net income for the year ended September 30, 1999                                             2,355,570
Cash dividend paid ($0.70 per share)                                                          (805,072)
Net change in unrealized gain on available-for-sale
     investment securities                                                                    (403,829)
Purchase of 196,370 treasury shares                                           (4,239,923)   (4,239,923)
                                                         ----------------------------------------------
Balance, September 30, 1999                              $             -    $(22,144,168)  $22,404,147
                                                         ==============================================

</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, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                                                     1999            1998            1997
                                                                 ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                  $  2,355,570    $  2,363,798    $  2,514,437
     Adjustments to reconcile net income to net cash
         provided (used) by operating activities:
            Depreciation                                              208,330         157,885         113,881
            Realized gain on sale of investment securities
              available-for-sale                                     (500,123)       (202,299)       (220,154)
            (Increase) decrease in accrued interest receivable       (104,054)          2,758          72,035
            Decrease in outstanding checks in excess
              of bank balance                                                                        (143,808)
            Increase (decrease) in income taxes                      (169,974)        (38,272)        170,652
            Increase (decrease) in accounts payable and
               accrued expenses                                       894,660        (567,513)        111,297
            Amortization of premiums and discounts
              on investments and loans, net                          (116,723)        (85,099)        (54,424)
            Amortization of mortgage servicing rights                  90,636          50,692          15,329
            Provision for losses on loans                             785,000         265,000         307,979
            Sale of loans held-for-sale                            23,698,249      22,831,874      12,956,185
            Gain on sale of loans held-for-sale                      (462,813)       (472,908)       (237,281)
            Origination of loans held-for-sale                    (20,482,876)    (20,450,773)     (5,896,736)
            Purchase of loans held-for-sale                          (671,690)     (1,033,045)       (412,950)
            Amortization related to MSBP and ESOP                     233,400         344,923         343,143
            Other non-cash items, net                                 158,510         105,714          47,773
                                                                 ------------    ------------    ------------

Net cash provided by operating activities                           5,916,102       3,272,735       9,687,358
                                                                 ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Loan originations and principal collections, net               8,318,338      (1,076,137)     (4,345,234)
     Loans purchased for investment                               (14,529,810)    (16,852,563)    (30,958,686)
     Principal repayments on mortgage-backed securities             8,988,926      14,943,744       9,134,312
     Acquisition of mortgage-backed securities
       held-to-maturity                                              (763,809)
     Acquisition of investment securities held-to-maturity        (22,425,730)    (10,885,469)     (4,300,000)
     Acquisition of investment securities available-for-sale       (4,439,929)     (3,588,429)     (2,413,418)
     Acquisition of equity investment                                                (250,000)
     Proceeds from sale of investment securities
       available-for-sale                                           1,478,042         647,553         742,989
     Proceeds from maturities and calls of investment
       securities held-to-maturity                                  5,191,000      18,150,000      14,890,000
     Net (increase) decrease in time deposits                         (39,997)       (139,287)        369,369
     Proceeds from sale of foreclosed assets                          231,838         488,420         110,614
     Acquisition of fixed assets                                     (249,886)       (698,917)       (352,345)
     Other investing activity, net                                   (181,749)       (114,061)        (50,289)
                                                                 ------------    ------------    ------------

Net cash provided (used) by investing activities                  (18,422,766)        624,854     (17,172,688)
                                                                 ------------    ------------    ------------

</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, 1999, 1998 and 1997

<TABLE>
<CAPTION>

                                                                      1999             1998             1997
                                                                 -------------    -------------    -------------
<S>                                                             <C>              <C>              <C>

CASH FLOWS FROM FINANCING ACTIVITIES

    Net increase in deposits                                     $   4,143,376    $  10,058,177    $     919,829
    Net increase (decrease) in escrow accounts                         239,635          231,113              (85)
    Proceeds from FHLB advances and other borrowings                91,800,000       31,700,000      126,600,000
    Repayment of FHLB advances and other borrowings                (75,500,000)     (36,200,000)    (113,866,668)
    Purchase of treasury stock                                      (4,239,923)      (8,654,310)      (3,222,729)
    Dividends paid                                                    (805,072)        (929,243)        (677,675)
                                                                 -------------    -------------    -------------
Net cash provided (used) by financing activities                    15,638,016       (3,794,263)       9,752,672
                                                                 -------------    -------------    -------------

Net increase in cash and cash equivalents                            3,131,352          103,326        2,267,342

Cash and cash equivalents at beginning of year                       2,844,378        2,741,052          473,710
                                                                 -------------    -------------    -------------
Cash and cash equivalents at end of year                         $   5,975,730    $   2,844,378    $   2,741,052
                                                                 =============    =============    =============

SUPPLEMENTAL DISCLOSURES
    Cash paid during the year for:
      Interest on deposits, advances and other
        borrowings                                               $  10,228,772    $   9,899,846    $   9,895,246

      Income taxes                                                   1,399,718        1,382,903          954,195

    Transfers from loans to foreclosed assets                          685,585          377,107          489,475

    Loans to facilitate the sale of foreclosed assets                   15,606          325,814          122,000

    Net transfer of loans held for investment to held-for-sale       1,325,297        2,827,880        5,155,392

</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, 1999, 1998 and 1997

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 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 loss may be
        accruable 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 nor 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 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, valuations are
        periodically  performed by  management,  and an allowance  for losses is
        established  by a  charge  to  operations  if the  carrying  value  of a
        property  exceeds 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.  In  June  1996,  the  Financial
        Accounting  Standard Board issued FASB Statement No. 125, Accounting for
        Transfers  and  Servicing of  Financial  Assets and  Extinguishments  of
        Liabilities.  FASB Statement No. 127,  Deferral of the Effective Date of
        Certain  Provisions  of FASB  Statement  No. 125, was issued in December
        1996 to defer  certain  provisions of Statement  125. The  provisions of
        FASB No.  125 for  servicing  of  financial  assets  have  been  applied
        effective January 1, 1997.

        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, 1999, 1998 and 1997.

        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.

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

        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.

        Advertising costs:
        Advertising  costs  are  expensed  as  incurred  and  included  in other
        non-interest expense.  Advertising expenses totaled $64,152, $74,274 and
        $67,101  for  the  years  ended  September  30,  1999,  1998  and  1997,
        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 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,
                                                        -----------------------------------------------------------------
                                                               1999                    1998                   1997
                                                        --------------------    --------------------    -----------------

<S>                                                            <C>                     <C>                   <C>
Net income                                                      $ 2,355,570             $ 2,363,798           $2,514,437
                                                        ====================    ====================    =================
Average number of common shares
     outstanding                                                  1,142,222               1,518,482            1,652,339
Effect of dilutive stock options                                    119,494                 140,102              111,815
Effect of dilutive MSBP shares                                          748                   6,366                9,967
                                                        --------------------    --------------------    -----------------
Average number of common shares
     outstanding used to calculate diluted
     earnings per common share                                    1,262,464               1,664,950            1,774,121
                                                        ====================    ====================    =================

</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,
                                                        --------------------------------------------------------------------
                                                                1999                     1998                    1997
                                                        ---------------------    ----------------------    -----------------
<S>                                                              <C>                       <C>                  <C>
Unrealized holding gains (losses) on
     available-for sale securities                                $ (160,267)               $ (842,750)          $1,314,719
Reclassification adjustment for losses
     (gains) realized in income                                     (500,123)                 (202,299)            (220,154)
                                                        ---------------------    ----------------------    -----------------
Net unrealized gains (losses)                                       (660,390)               (1,045,049)           1,094,565
Tax effect                                                           256,561                   406,001             (425,238)
                                                        ---------------------    ----------------------    -----------------
Net-of-tax amount                                                 $ (403,829)               $ (639,048)           $ 669,327
                                                        =====================    ======================    =================
</TABLE>


        Impact of new accounting standards:
        In  June  1998,  FASB  issued  SFAS  No.  133  entitled  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 133  regarding
        recognition in the balance sheet of embedded  derivatives that are to be
        separated from the host contract.

        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 has not determined the
        quarter in which to adopt the  provisions of this statement and does not
        believe that such adoption will have a material  effect on the Company's
        financial position, liquidity or results of operations.

        Financial statement presentation:
        Certain items in prior year financial  statements have been reclassified
        to conform to the 1999 presentation.

2.      Investment Securities

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

<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>

                                      F-12

<PAGE>


2.      Investment Securities (Continued)

<TABLE>
<CAPTION>

                                                         September 30, 1998
                                     -----------------------------------------------------
                                                       Gross         Gross       Estimated
                                       Amortized     Unrealized    Unrealized      Market
                                         Cost          Gains         Losses         Value
                                     -----------   ------------  ------------- -----------
<S>                                 <C>           <C>           <C>           <C>
    Held-to-maturity:
      Government Agency Securities   $10,000,433   $    57,975   $      --     $10,058,408
      Municipal Obligations            1,575,000        47,736                   1,622,736
                                     -----------   -----------   -----------   -----------
                                     $11,575,433   $   105,711   $      --     $11,681,144
                                     ===========   ===========   ===========   ===========
    Available-for-sale:
      Debt Securities
           Corporate Bonds           $   200,000   $      --     $      --     $   200,000
      Common Stock                     5,337,064     1,056,107       592,761     5,800,410
      Stock in FHLB, at cost           3,210,500                                 3,210,500
      Other                               10,000                                    10,000
                                     -----------   -----------   -----------   -----------
                                     $ 8,757,564   $ 1,056,107   $   592,761   $ 9,220,910
                                     ===========   ===========   ===========   ===========
</TABLE>
        Government  agency  securities  above  include bonds and notes issued by
        various  government  agencies.  Those  agencies  include the  following:
        Federal Farm Credit, 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, 1999 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, 1999
                                         --------------------------------------------------------
                                               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                  $   100,000   $   100,844   $      --     $      --
Due after one year through five years      1,500,000     1,491,141        50,000        52,000
Due after five years through ten years    24,249,853    23,506,718     2,100,000     2,094,000
Due after ten years                        3,000,000     2,870,937     2,050,000     2,047,000
                                         -----------   -----------   -----------   -----------
                                         $28,849,853   $27,969,640   $ 4,200,000   $ 4,193,000
                                         ===========   ===========   ===========   ===========

</TABLE>
                                      F-13

<PAGE>

2.      Investment Securities (Continued)

        Gross realized gains and (losses) on sales of investment  securities and
        related tax benefit  (provision) during the years ended September 30 are
        as follows:
<TABLE>
<CAPTION>
                                         1999                1998               1997
                                    ----------------    ----------------   ----------------
<S>                                     <C>                  <C>                <C>
Available-for-sale securities:
     Realized gains                      $  509,255           $ 202,299          $ 220,154
     Realized losses                         (9,132)                  -                  -
                                    ----------------    ----------------   ----------------
                                         $  500,123           $ 202,299          $ 220,154
                                    ================    ================   ================
Tax benefit (provision)                  $ (194,298)          $ (78,593)         $ (85,530)
                                    ================    ================   ================
</TABLE>

        Proceeds from sales of  available-for-sale  securities were  $1,478,042,
        $647,553 and $742,989 for the years ended  September 30, 1999,  1998 and
        1997, respectively.  During the years ended September 30, 1999, 1998 and
        1997,   sales   consisted  of  common   stock  of  unrelated   financial
        corporations.

        Investment   securities  with  a  carrying  amount  of  $19,500,000  and
        $9,200,000 as of September 30, 1999 and 1998, 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,  1999  and  1998,  consist  of  the
        following:
<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>

                                      F-14
<PAGE>
3.       Mortgage-Backed Securities (Continued)
<TABLE>
<CAPTION>

                                                              September 30, 1998
                                         ------------------------------------------------------
                                                            Gross          Gross      Estimated
                                           Amortized      Unrealized     Unrealized     Market
                                              Cost          Gains          Losses       Value
                                         --------------   ----------  -------------  ----------
<S>                                      <C>           <C>           <C>           <C>
GNMA - fixed rate                         $   229,898   $     6,711   $      --     $   236,609
FNMA - ARMs                                 8,841,621       134,117         4,066     8,971,672
FHLMC - ARMs                                2,814,514        44,772           845     2,858,441
FHLMC - fixed rate                            128,174         2,905                     131,079
FNMA - fixed rate                             448,123        28,827                     476,950
Collateralized mortgage obligations -
  government agency issue                   7,058,687        67,667         2,432     7,123,922
Collateralized mortgage
  obligations-private issues                2,202,738         7,108         1,549     2,208,297
                                          -----------   -----------   -----------   -----------
                                          $21,723,755   $   292,107       $ 8,892   $22,006,970
                                          ===========   ===========   ===========   ===========
</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   of   mortgage-backed    securities   classified   as
        available-for-sale  for years ended  September  30, 1999,  1998 or 1997,
        respectively.

        Mortgage-backed  securities  with a carrying  amount of  $6,171,483  and
        $17,352,579 at September 30, 1999 and 1998,  respectively,  were pledged
        as collateral for public funds as discussed in Note 9.

4.      Loans Receivable

        Loans receivable at September 30, are summarized as follows:
<TABLE>
<CAPTION>
                                                                        September 30,
                                                          --------------------------------------
                                                                1999                 1998
                                                          ------------------   -----------------
<S>                                                          <C>                 <C>
Real estate loans:
     Residential                                              $ 138,008,961       $ 129,688,030
     Construction                                                 1,847,609           1,386,224
     Commercial                                                   9,050,225           4,936,897
     Second mortgage                                              9,716,029          10,071,744
Commercial business                                               6,531,200           8,578,694
Consumer                                                         13,578,547          19,049,741
                                                          ------------------   -----------------
Gross loans                                                     178,732,571         173,711,330
Less:  Net deferred loan fees, premiums and discounts              (178,699)           (250,323)
          Allowance for loan losses                              (1,317,676)         (1,136,753)
                                                          ------------------   -----------------
Total loans, net                                              $ 177,236,196       $ 172,324,254
                                                          ==================   =================
</TABLE>
        The  following is an analysis of the change in the allowance for loss on
        loans:

                                      1999           1998           1997
                                  -----------    -----------    -----------
Balance, beginning                $ 1,136,753    $   968,623    $   740,346
Provision charged to operations       785,000        265,000        307,979
Loans charged off                    (657,712)      (107,070)       (92,243)
Recoveries                             53,635         10,200         12,541
                                  -----------    -----------    -----------
Balance, ending                   $ 1,317,676    $ 1,136,753    $   968,623
                                  ===========    ===========    ===========

                                      F-15
<PAGE>
4.      Loans Receivable (Continued)

        Impairment of loans having recorded investments of $353,790 at September
        30, 1999 and  $505,547 at  September  30, 1998 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,  1999,  1998 and 1997 was  $429,669,  $438,658 and
        $249,450, 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,  1999 and  1998.  Interest  income on  impaired  loans of
        $27,139,  $31,803 and $25,662 was recognized for cash payments  received
        for the year ended September 30, 1999, 1998 and 1997, 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:

                                       1999             1998             1997
                                   -----------      -----------      -----------
FHLMC                              $60,153,338      $58,336,823      $54,658,716
Other investors                      1,790,728        1,809,812        1,108,734
                                   -----------      -----------      -----------
                                   $61,944,066      $60,146,635      $55,767,450
                                   ===========      ===========      ===========

        Custodial  escrow  balances  maintained in connection with the foregoing
        loan  servicing  and  included in demand  deposits,  were  approximately
        $59,955 and $176,432 at September 30, 1999 and 1998.

        The following is an analysis of the changes in mortgage servicing rights
        during the year ended September 30, 1999, 1998 and 1997:

                                        1999            1998            1997
                                      ---------       ---------       ---------
Balance, beginning                    $ 225,835       $  96,199       $    --
Additions                               183,344         180,311         111,528
Amortization                            (90,636)        (50,675)        (15,329)
                                      ---------       ---------       ---------
Balance, ending                       $ 318,543       $ 225,835       $  96,199
                                      =========       =========       =========

        The fair value of servicing rights as of September 30, 1999 and 1998 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, 1999 and 1998.

6.      Accrued Income Receivable

        Accrued interest receivable at September 30 is summarized as follows:

                                                       1999               1998
                                                   ----------         ----------
Mortgage-backed securities                         $   83,235         $  138,525
Loans receivable                                    1,030,071          1,054,602
Investments                                           434,595            250,720
                                                   ----------         ----------
                                                   $1,547,901         $1,443,847
                                                   ==========         ==========

                                      F-16
<PAGE>

7.      Foreclosed Assets

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

                                                              September 30,
                                                         -----------------------
                                                           1999           1998
                                                         --------       --------

Real estate acquired by foreclosure                      $   --         $   --
Real estate loans in judgment
  and subject to redemption                                70,081         56,589
Other foreclosed assets                                    76,802         14,350
                                                         --------       --------
                                                         $146,883       $ 70,939
                                                         ========       ========

        There  was  no activity in the  allowance for loss account for the years
        ended September 30, 1999, 1998 and 1997.

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

                                                 1999        1998        1997
                                               --------    --------    --------

Net gain on sale of foreclosed assets          $  3,711    $ 24,677    $ 12,021
Operating expenses                              (20,773)    (13,142)     (6,000)
                                               --------    --------    --------
Balance, ending                                $(17,062)   $ 11,535    $  6,021
                                               ========    ========    ========

8.      Office Properties and Equipment

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

                                                            September 30,
                                                     ---------------------------
                                                        1999             1998
                                                     ----------       ----------
Land                                                 $  298,366       $  298,366
Office building and improvements                      1,955,675        1,934,541
Furniture, fixtures and equipment                     1,138,044        1,163,365
Automobiles                                              11,544           11,544
                                                     ----------       ----------
                                                      3,403,629        3,407,816
Less accumulated depreciation                         1,643,859        1,678,534
                                                     ----------       ----------
                                                     $1,759,770       $1,729,282
                                                     ==========       ==========

Depreciation expense ($113,881 for 1997)             $  208,330       $  157,885
                                                     ==========       ==========

9.      Deposits

        Deposits at September 30 are summarized as follows:

                                                     1999               1998
                                                 ------------       ------------
Demand  accounts:
     Interest-bearing                            $ 21,323,449       $ 17,131,980
     Non-interest bearing                           3,960,610          3,655,520
                                                 ------------       ------------
         Total demand accounts                     25,284,059         20,787,500
Savings deposits                                    7,561,096          6,520,220
Certificates of deposit                           126,091,137        127,485,196
                                                 ------------       ------------
                                                 $158,936,292       $154,792,916
                                                 ============       ============

                                      F-17
<PAGE>

9.      Deposits (Continued)

        The  aggregate  amount of jumbo  certificates  of deposit with a minimum
        denomination  of  $100,000  as  of  September  30,  1999  and  1998  was
        approximately   $26,987,714  and  $21,681,643,   respectively.   Deposit
        accounts as of September 30, 1999 included  public funds of $20,885,226.
        Public  funds  were   collateralized   by  investment   securities   and
        mortgage-backed securities as discussed in Notes 2 and 3.

        At September 30, 1999, scheduled maturities of certificates  of  deposit
        are as follows:

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

                             2000                              $103,751,256
                             2001                                15,527,781
                             2002                                 4,253,669
                             2003                                 2,290,313
                             2004                                   256,118
                          Thereafter                                 12,000
                                                       ---------------------
                                                               $126,091,137
                                                       =====================

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:

                                                    1999                  1998
                                               -----------           -----------
Advances                                       $35,000,000           $33,700,000
Line of credit                                  23,000,000             8,000,000
                                               -----------           -----------
                                               $58,000,000           $41,700,000
                                               ===========           ===========

        Advances  and  other  borrowings  from the  Federal  Home Loan Bank   at
        September 30 consist of the following:

                             1999                          1998
   Fiscal        ----------------------------  ----------------------------
    Year                          Weighted                      Weighted
  Maturity           Amount      Average Rate      Amount      Average Rate
--------------   -------------   ------------  -------------   ------------

    1999         $          -             %    $ 26,700,000         5.78 %
    2000           37,000,000        5.76         4,000,000         5.99
    2001
    2002
    2003                                          6,000,000         5.05
    2004            8,000,000        4.93
 Thereafter        13,000,000        4.64         5,000,000         4.99
                 -------------   ------------  -------------   ------------
                 $ 58,000,000        5.39 %    $ 41,700,000         5.60 %
                 =============   ============  =============   ============

        At September 30, 1999 the Company had  $23,000,000  outstanding  under a
        $30,000,000  line of credit with the Federal Home Loan Bank. All amounts
        outstanding under the line of credit are payable on February 4, 1999 and
        bear 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,  1999 was 5.90%.  At  September  30, 1998 the Company had
        $8,000,000  outstanding under a $30,000,000 line of credit, due February
        5, 1999.

        The advances and line of credit are  collateralized  as of September 30,
        1999 and 1998 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.


                                      F-18
<PAGE>

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,
                                   ---------------------------------------------
                                       1999             1998             1997
                                   -----------      -----------      -----------
Current tax provision:
      Federal                      $ 1,212,852      $ 1,289,824      $ 1,065,231
      State                            165,085          240,129          195,946
                                   -----------      -----------      -----------
                                     1,377,937        1,529,953        1,261,177
                                   -----------      -----------      -----------
Deferred tax provision:
      Federal                          (38,308)         (67,421)         241,071
      State                             (5,076)          (8,933)          47,836
                                   -----------      -----------      -----------
                                       (43,384)         (76,354)         288,907
                                   -----------      -----------      -----------
                                   $ 1,334,553      $ 1,453,599      $ 1,550,084
                                   ===========      ===========      ===========

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

                                                  1999        1998        1997
                                               ---------  ----------  ---------

Statuatory federal income tax                    34.0 %     34.0 %      34.0 %
Increase (reductions) resulting from:
     State taxes, net of federal tax benefit      2.9        3.6         3.9
     Other                                        0.7        0.5         0.2
                                               ---------  ----------  ---------
                                                 37.6 %     38.1 %      38.1 %
                                               =========  ==========  =========

         The components of net deferred tax asset  (liability) at September 30,
         1999 and 1998 are as follows:

                                                            1999         1998
                                                         ---------    ---------
Deferred tax asset:
      Deferred loan fees and costs                       $  15,833    $  24,091
      Allowance for loan losses                            485,433      418,780
      Deferred compensation and accrued salaries           182,874      139,101
      Equity investment in partnership                      11,129       32,797
      Unrealized loss on available-for-sale securities      76,551
      Accrued expenses                                                   11,052
                                                         ---------    ---------
                                                           771,820      625,821
                                                         ---------    ---------
Deferred tax liabilities:
      Accumulated depreciation                                (244)      (1,566)
      Special bad debt deduction                          (172,590)    (230,120)
      FHLB stock dividends                                (496,980)    (412,064)
      Investment basis                                     (12,141)     (12,141)
      Unrealized gain on available-for-sale securities                 (180,010)
                                                         ---------    ---------
                                                          (681,955)    (835,901)
                                                         ---------    ---------
                                                         $  89,865    $(210,080)
                                                         =========    =========

        No  valuation  allowance  was  recorded  against  deferred tax assets at
        September 30, 1999 or 1998.

                                      F-19
<PAGE>

11.     Income Taxes (Continued)

        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.

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, 1999, that the Bank meets all capital adequacy requirements to which
        it is subject.

        As of September 30, 1999, 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, 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%

As of September 30, 1998:
Total (Risk-Based) Capital
  (to Risk Weighted Assets)                 $ 17,725       14.4%   $ 9,825      8.0%          $ 12,282   10.0%
Core (Tier I) Capital
  (to Risk Weighted Assets)                   16,589       13.5%       N/A                       7,369    6.0%
Core (Tier I) Capital - leverage
  (to Assets)                                 16,589        7.4%     8,917      4.0%            11,158    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,  1999 and 1998  reports to the Office of
        Thrift Supervision:

                                                          September 30,
                                                 -------------------------------
                                                     1999             1998
                                                 -------------    -------------

Bank net worth per report to OTS                 $  18,615,000    $  16,815,000
Rounding                                                   328              (74)
                                                 -------------    -------------
Net worth as reported in accompanying
     financial statements (bank only)               18,615,328       16,814,926
Adjustments to arrive at Core (Tier I)
     and Tangible Capital:
Disallowed servicing assets                           (318,000)        (226,000)
                                                 -------------    -------------

Core (Tier I) and Tangible Capital                  18,297,328       16,588,926
Adjustments to arrive at Total Capital:
     Allowable portion of general allowance
          allowance for loan losses                  1,318,000        1,136,000
                                                 -------------    -------------
Total Risk-Based Capital                         $  19,615,328    $  17,724,926
                                                 =============    =============
Risk weight assets                               $ 121,734,000    $ 122,817,000
                                                 =============    =============

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, 1999, 1998
        and 1997 were $36,286, $29,847 and $27,274, respectively,  including all
        current service costs.

        Deferred Compensation Agreements:
        The Bank has entered into deferred compensation  agreements with certain
        key  employees  which  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  $246,285  and $205,707 at
        September  30,  1999 and  1998,  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, 1999 and 1998,  the cash
        surrender   values  on  the  policies   were   $529,842  and   $522,791,
        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,  l999,  the  balance  of
        indebtedness  from the ESOP to the Company was $555,841,  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 $191,188,  $298,320
        and $257,375  for the years ended  September  30,  1999,  1998 and 1997,
        respectively.  As of September 30, 1999, of the 133,018 shares  acquired
        by the ESOP,  63,746  shares  were  allocated  and  69,272  shares  were
        unallocated. The 69,272 unallocated shares had an estimated market value
        of $1,091,034 at September 30, 1999.

        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,  will be recognized pro rata over the five
        years  during  which  the  shares  are  payable.  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;
        and options for 10,000  shares were awarded on November 18, 1998,  at an
        exercise price of $23.25. All such options are exercisable  immediately.
        As of September 30, 1999, no options have been exercised and all options
        granted remain 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 $36,753,  $7,658 and $51,447 for the years ended September 30,
        1999, 1998 and 1997, 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,
        1999 and 1998:  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,  1999 had an  exercise  price of $23.25  per share and an
        estimated fair value of $3.73.  Common stock options  granted during the
        year ended September 30, 1998 had an exercise price of $23.625 per share
        and an estimated fair value of $3.73 per share.

        Certain  information  for the years ended  September 30, 1999 and 1998
        relative to stock  options are  comprised  of the  following:
<TABLE>
<CAPTION>
                                                                          September 30,
                                                ------------------------------------------------------------------
                                                             1999                               1998
                                                -------------------------------     ------------------------------
                                                                  Weighted-Average                     Weighted-Average
Fixed Options                                       Shares        Exercise Price        Shares         Exercise Price
-------------                                   --------------   --------------     --------------    -----------------
<S>                                                 <C>              <C>                <C>             <C>
Outstanding at beginning of year                      248,663          $ 10.70            246,610         $ 10.59
    Granted                                            10,000            23.13              2,053           23.63
    Canceled
    Exercised
                                                --------------   --------------     --------------    ------------
Outstanding at end of year                            258,663          $ 11.18            248,663         $ 10.70
                                                ==============   ==============     ==============    ============
Exercisable at end of year                            258,663                             248,663
                                                ==============                      ==============
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, 1999, the Bank had outstanding commitments to originate
        loans receivable of $3,292,299. The commitments outstanding at September
        30,  1999  consisted  of  $3,292,299  in  real  estate  loans.   Of  the
        commitments outstanding at September 30, 1999, $2,480,948 were for fixed
        rate  loans  with  rates  of  7.375%  to  9.00%  and  $811,351  were for
        adjustable rate loans with initial rates of 7.875% to 10.75%.

                                      F-23
<PAGE>

16.     Off-Balance Sheet Activities (Continued)

        At September 30, 1999, the Bank had unfunded  commitments under lines of
        credit of $3,620,503.  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,  1999,  the Bank had  commercial  letters of credit of
        $90,000. 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, 1999.

        The Bank had outstanding  commitments  with mortgage banking concerns to
        sell  loans  of  $677,646  at  September  30,  1999,   the   outstanding
        commitments expire on November 30, 1999.

        The Bank had no  commitments to purchase  mortgage-backed  securities or
        investments at September 30, 1999.

        At September 30, 1999, loans with a carrying value of $604,395 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, 1999.

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, 1999 the Bank had a net  investment of  $177,840,591
        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,  1999  and  1998,   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, 1999:

Balance, September 30, 1998                                         $ 3,182,598

New loans                                                             1,717,378
Repayments                                                           (2,353,625)
Adjust for balances less than $60,000                                    (1,433)
                                                                    -----------

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

        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, 1999             September 30, 1998
                                                           ------------------------------   ------------------------------
                                                             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                                        $ 4,377         $ 4,377          $ 2,012         $ 2,012
         Non-interest bearing                                      1,598           1,598              833             833
     Time deposits in other financial institutions                   290             290              250             250
     Investment securities held-to-maturity                       28,850          27,970           11,575          11,681
     Investment securities available-for-sale                     12,022          12,022            9,221           9,221
     Mortgage-backed securities held-to-maturity                  13,489          13,472           21,724          22,007
     Loans receivable                                            177,236         177,317          172,324         176,586
     Loans held-for-sale                                             604             604            2,409           2,409

Financial liabilities:
     Deposits                                                    158,936         158,317          154,793         153,531
     Advances and other borrowings from
         the Federal Home Loan Bank                               58,000          57,067           41,700          41,682
</TABLE>

<TABLE>
<CAPTION>
                                                                Par             Fair             Par             Fair
                                                               Value           Value            Value            Value
                                                           --------------  --------------   --------------   -------------
<S>                                                            <C>             <C>              <C>             <C>
     Unrecognized financial instruments:
         Commitments to extend credit                            $ 3,292         $ 3,329          $ 3,110         $ 3,151

         Commitments to sell loans                                   678             690            3,555           3,489

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.     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, 1999 and 1998
                                 (In Thousands)
<CAPTION>
                                                                  1999        1998
                                                                --------    --------
<S>                                                           <C>         <C>
ASSETS
     Cash and cash equivalents                                  $    778    $    479
     Time deposits in other financial institutions                   290         250
     Investment securities available-for-sale                      4,571       6,000
     Investment in subsidiary                                     18,615      16,815
     Loans receivable                                                556         939
     Other assets                                                    491       5,407
                                                                --------    --------
         Total assets                                           $ 25,301    $ 29,890
                                                                ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
     Liabilities:
         Borrowings from subsidiary                             $  2,800    $  4,700
         Accrued expenses and other liabilities                       97         166
                                                                --------    --------
              Total liabilities                                    2,897       4,866
                                                                --------    --------
     Stockholders' equity:
         Common stock                                                228         228
         Additional paid-in capital                               22,706      22,466
         Retained income                                          22,290      20,740
         Net unrealized gain on available-for-sale securities       (120)        283
         Unamortized amounts related to ESOP and MSBP               (556)       (789)
                                                                --------    --------
                                                                  44,548      42,928
         Treasury stock, at cost                                 (22,144)    (17,904)
                                                                --------    --------
              Total stockholders' equity                          22,404      25,024
                                                                --------    --------
         Total liabilities and stockholders' equity             $ 25,301    $ 29,890
                                                                ========    ========
</TABLE>

                       Condensed Statements of Operations
              For the Years Ended September 30, 1999, 1998 and 1997
                                 (In Thousands)

                                         1999           1998            1997
                                       -------        -------         -------
Equity earnings of subsidiary          $ 2,079        $ 2,267         $ 2,393
Interest and dividend income               224            248             176
Net gain on sale of investments            500            202             220
Other                                        5            (77)              1
                                       -------        -------         -------
    Total income                         2,808          2,640           2,790
                                       -------        -------         -------
Operating expenses                         360            235             218
                                       -------        -------         -------
    Income before income taxes           2,448          2,405           2,572
Income tax expense                          93             41              58
                                       -------        -------         -------
    Net income                         $ 2,355        $ 2,364         $ 2,514
                                       =======        =======         =======

                                      F-27
<PAGE>

21.     Parent Company Financial Information (Continued)

                       Condensed Statements of Cash Flows
              For the Years Ended September 30, 1999 1998 and 1997
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                        1999                1998              1997
                                                                  -----------------    ---------------   ---------------
<S>                                                                      <C>                <C>               <C>
Cash Flows from Operating Activities
     Net income                                                            $ 2,355            $ 2,364           $ 2,514
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Equity in net income of subsidiary                                 (2,079)            (2,267)           (2,393)
         Gain on sale of investments                                          (500)              (202)             (220)
         (Increase) decrease in other assets                                    57               (165)              (47)
         Increase (decrease) in other liabilities                               48                (17)               19
         Other                                                                  52                164                87
                                                                  -----------------    ---------------   ---------------
         Net cash used by operating activities                                 (67)              (123)              (40)
                                                                  -----------------    ---------------   ---------------

Cash Flows from Investing Activities
     Dividends from subsidiary                                               5,700              8,000             4,000
     Acquisition of investment securities available-for-sale,
       including deposits                                                     (287)            (3,765)           (1,190)
     Proceeds from sale of investment securities
       available-for-sale                                                    1,516                669               749
     Decrease in loans to subsidiary and ESOP, net                             137                152               150
     Other loans, net                                                          245                (95)               90
                                                                  -----------------    ---------------   ---------------
         Net cash provided by investing activities                           7,311              4,961             3,799
                                                                  -----------------    ---------------   ---------------

Cash Flows from Financing Activities
     Proceeds from subsidiary note payable                                   4,942              8,200
     Repayment of note payable to subsidiary                                (6,842)            (3,500)
     Purchase of treasury stock                                             (4,240)            (8,654)           (3,223)
     Cash dividends paid                                                      (805)              (929)             (678)
                                                                  -----------------    ---------------   ---------------
         Net cash used by financing activities                              (6,945)            (4,883)           (3,901)
                                                                  -----------------    ---------------   ---------------
         Increase (decrease) in cash and cash equivalents                      299                (45)             (142)
         Cash and cash equivalents at beginning of year                        479                524               666
                                                                  -----------------    ---------------   ---------------
         Cash and cash equivalents at end of year                            $ 778              $ 479             $ 524
                                                                  =================    ===============   ===============
</TABLE>

                                      F-28

<PAGE>



                                 OFFICE LOCATION

                                CORPORATE OFFICE
                            Landmark Bancshares, Inc.
                               Central and Spruce
                            Dodge City, Kansas 67801
                                 (316) 227-8111
<TABLE>
<CAPTION>
     <S>                                                           <C>
                 Board of Directors of Landmark Bancshares, Inc.

         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

         James F. Strovas
         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                                        American Securities Transfer & Trust, Inc.
    One Franklin Square                                              12039 W. Alameda Parkway
    1301 K Street, N.W., Suite 700 East                              Suite Z-2
    Washington, D.C. 20005                                           Lakewood, Colorado  80228



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The Company's Annual Report for the year ended September 30, 1999 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  19,  2000 at 1:30 p.m. at the Dodge City  Country  Club,  North
Avenue C, Dodge City, Kansas 67801.