SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 10-K


           Annual Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


For the Fiscal Year Ended December 31, 2002         Commission File
                                                     Number 2-84047

             Peoples Bancshares of Pointe Coupee Parish, Inc.
          (Exact name of registrant as specified in its charter)


         Louisiana                                  72-0995027
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)


805 Hospital Road                                        70760
New Roads, Louisiana                                  (Zip Code)
(Address of principal executive offices)


Registrant's Telephone Number, including area code:  (225) 638-3713


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



                       Common Stock, $2.50 Par Value
                             (Title of Class)


      Indicate  by  check mark whether the registrant:  (1) has  filed  all
reports   required  to be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934  during the preceding 12 months(or for such  shorter
period that the registrant was  required to file such reports), and (2) has
been subject to such filing requirements  for the past 90 days.
     Yes X    No

      State  the  aggregate  market  value of  the  voting  stock  held  by
nonaffiliates of the  registrant:  $9,296,583

      Indicate  the  number of shares outstanding of each of  the  issuer's
classes of  common stock, as of the latest practicable date.

      Common stock, $2.50 Par Value, 308,977 shares outstanding as of March
31, 2003.



<PAGE>


                      Documents Incorporated by Reference


        Document                                    Part of Form 10-K

"Consolidated Financial Statements for              Part I and Part II
   Years Ended December 31, 2002, 2001 and
   2000 and Independent Auditors' Report"

Item 1:    Business

     Peoples Bancshares of Pointe Coupee Parish, Inc. (the Corporation) was
incorporated under the laws of the State of Louisiana in 1983.  On December
9,  1983,  Peoples Bank and Trust Company (the Bank) was reorganized  as  a
subsidiary of the  Corporation.  Prior to December 9, 1983, the corporation
had  no  activity.    The   Corporation is currently engaged,  through  its
subsidiary,   in  banking  and  related   business.   The   Bank   is   the
Corporation's principal asset and primary source of income.


The Bank

      The  Bank  incorporated  under the State Banking  Laws  in  1979  and
received its charter on March 31, 1980.  It is in the business of gathering
funds by accepting  checking, savings, and other time-deposit accounts  and
reemploying  these by making  loans and investing in securities  and  other
interest bearing assets.  The Bank is a full service commercial bank.  Some
of  the  major services which it provides include  checking, NOW  accounts,
money  market investments, money market checking, savings and   other  time
deposits  of  various types, loans for business, agriculture, real  estate,
personal use, home improvement, automobile, and a variety of other types of
loans and  services including letters of credit, safe deposit rental,  bank
money orders, cashiers  checks, credit cards, and wire transfers.

      The  State  of  Louisiana  and various agencies  of  Parish  (County)
Government  deposits public funds with the Bank.  As of December 31,  2002,
$2,109,727   were  on   deposit  representing  5.81%  of   total   deposits
outstanding.   Of  this  total,  $1,507,602  represented  demand  deposits,
$602,125  were time deposits and $.00 were savings deposits.  The  weighted
average  interest rate on these deposits was 1.29%.  The maturity of  these
deposits range from one day to twelve months.

      The Bank's general and primary market area is in Pointe Coupee Parish
which  has  a   population of approximately 23,000.  Population  of  Pointe
Coupee has experienced virtually no  growth since inception of the bank.

      The  Bank faces keen competition from three other banks operating  in
nine   locations throughout the parish.  The largest bank in the parish  as
of  December 31,  2002 was Regions Bank of Alabama, New Roads Branch, which
had in excess of $50 billion  in assets nationwide. Regions Bank of Alabama
acquired  the former Bank of New Roads in  August of 1994. The other  banks
operating  in Pointe Coupee are Guaranty Bank and Trust Company  which  had
total  assets  of  approximately $47 million as of December  31,  2002  and
Cottonport Bank, which opened a branch in 1998 with assets of approximately
$200 million on December 31, 2002.  Additional competition for deposits and
loans  comes  from  banks and non-banks (credit  unions, brokerage  houses,
etc.)  in  Baton Rouge, the capital city of Louisiana, which  is  35  miles
from New Roads.

Supervision and Regulation

      The  Bank  is subject to regulation and regular examinations  by  the
State Banking  Department and by the Federal Deposit Insurance Corporation.
Applicable regulations  relate to reserves, investments, loans, issuance of
securities, establishment of  branches and aspects of its operations.

    The Corporation is a bank holding company within the meaning of the
Bank Holding  Company Act of 1956, as amended (the Act), and is thereby
subject to the provisions of  the Act and to regulation by the Board of
Governors of the Federal Reserve System (the  Board).



<PAGE>


     The  Act  requires the Corporation to file with the  Board  an  annual
report containing such information as the Board may require.  The Board  is
authorized  by  the Act to examine the Corporation and all its  activities.
The  activities  that  may  be   engaged in  by  the  Corporation  and  its
subsidiary  are limited by the Act to those so  closely related to  banking
or  managing  or  controlling banks, the Board must consider   whether  its
performance  by  an  affiliate  of  a holding  company  can  reasonably  be
expected  to  produce benefits to the public, such as greater  convenience,
increased   competition  or  gains in efficiency  that  out-weigh  possible
adverse  effects, such as  undue concentration of resources,  decreased  or
unfair  competition, conflicts of  interest, or unsound banking  practices.
The  Board has adopted regulations implementing the provisions of  the  Act
with respect to the activities of bank holding companies.  Such regulations
reflect  a  determination by the Board that the following  activities   are
permissible for bank holding companies:  (1) making, for its own account or
for  the account of others, loans such as would be made, for example, by  a
mortgage,   finance or factoring company; (2) operating  as  an  industrial
bank;  (3)  servicing  loans; (4) acting as a fiduciary; (5) acting  as  an
investment  trust or a real estate  investment trust; (6) leasing  personal
or real property, where the lease is to serve  as the functional equivalent
of  an extension of credit to the lessee of the property;  (7) investing in
community welfare corporations or projects; (8) providing bookkeeping   and
data  processing services for a bank holding company and its  subsidiaries,
or   storing  and  processing certain other banking, financial  or  related
economic  data;  (9)  acting as insurance agent or broker with  respect  to
certain  kinds  of insurance,  principally insurance issued  in  connection
with  extensions  of  credit  by  the  holding   company  or  any  of   its
subsidiaries; (10) underwriting credit life and credit accident  and health
insurance related to extensions of credit; (11) providing courier  services
for  documents  and papers related to banking transactions; (12)  providing
management   consulting advice to non-affiliated banks;  and  (13)  selling
money orders, travelers  checks and U.S. Savings Bonds.  In each case,  the
Corporation must secure the approval  of the Board prior to engaging in any
of these activities.

      Whether  or not a particular non-banking activity is permitted  under
the  Act, the Board is authorized to require a holding company to terminate
any  activity, or divest itself of any non-banking subsidiary,  if  in  its
judgement the activity or subsidiaries would be unsound.

      Under the Act the Board's regulations, a bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection  with  any extension of credit or provision of any  property  or
services.

      The  Board  of Directors of the Corporation has no present  plans  or
intentions to  cause the Corporation to engage in any substantial  business
activity which would be  permitted under the Louisiana Act but which is not
permitted to the Bank; however, a  significant reason for formation of  the
one-bank   holding  company  is  to  take  advantage   of  the   additional
flexibility  afforded by that structure if the Board of Directors  of   the
Corporation  concludes that such action would be in the  best  interest  of
stockholders.

     With certain exceptions, the Bank is restricted by Sections 22 and 23A
of  the  Federal  Reserve  Act and Section 18(j)  of  the  Federal  Deposit
Insurance  Corporation  Act from extending credit or  making  loans  to  or
investments in the Corporation.


Statistical Information

      The  following  tables contain additional information concerning  the
business and operations of the Registrant and its subsidiary and should  be
read  in  conjunction with  the Consolidated Financial  Statements  of  the
Registrant and Management's Discussion  and Analysis of Operations.


<PAGE>


I.   Distribution of Assets, Liabilities and Stockholders' Equity
     Interest Rates and Interest Differential

<TABLE>
<CAPTION>
                                             (In Thousands)
                                             2002                           2001
                                            Amount                          Amount
                                  Average   Earned    Yield/    Average     Earned     Yield/
                                  Balance   or Paid    Rate     Balance     or Paid    Rate
                                  -------   -------    ------   --------    -------    ------

                               <c>       <c>        <c>      <c>         <c>        <c>
Assets:
 Interest earning assets
 Loans and Leases                 $41,275   $ 2,876    6.97%    $39,084     $ 3,308     8.46%
 Taxable securities                   826        48    5.81%      3,175         199     6.27%
 Tax exempt securities
 (tax equivalent yields)              716        38    8.26%        606          32     8.26%
 Federal funds sold and
  time deposits with
  other banks                       3,965        83    2.09%      3,448         138     4.00%
                                  -------   -------    -----    -------     -------    ------
 Total interest
    earning assets                $46,782     3,045    6.51%     46,313       3,677     7.94%
                                  -------   -------    -----    -------     -------    ------
Non-interest earnings assets:
 Cash and due from banks          $ 1,465                         1,362
 Bank premises and equipment          548                           577
 Other assets                       1,225                         1,389
Allowance for Loan Losses            (712)                         (731)
                                  -------                       -------
    Total assets                  $49,308                       $48,910
                                  =======                       =======
LIABILITIES AND
 STOCKHOLDERS' EQUITY
Interest bearing Liabilities:
  Deposits
  Savings account                 $ 6,363       107    1.68%    $ 5,906         172     2.91%
  NOW accounts                      1,913        98    5.12%      1,786         194    10.86%
 Money market
  investment accounts               3,935         8    0.20%      4,406          14     0.32%
  Other time deposits              16,909       491    2.90%     19,126       1,021     5.34%
Federal funds purchased
and securities sold under
agreements to repurchase               38         1    0.00%          0           0     0.00%
Other borrowed funds                3,971        85    2.14%      1,975          92     4.66%
                                  ------    -------    ------     ------      -----    ------
Total interest bearing
 Liabilities                      $33,129       790    2.38%      33,199      1,493     4.50%
                                  ------    -------               ------     ------
Non-interest
    bearing Liabilities
and stockholders' equity:
Demand deposits                   $ 9,392                         6,757
Other Liabilities                     445                           557
Stockholders' equity                6,342                         8,397
                                  -------                       -------
Total Liabilities and
    stockholders' equity          $49,308                       $48,910
                                  =======                       =======
Net interest income                         $ 2,255                         $ 2,184
                                            =======                          ======
Margin Analysis
Interest Income/earnings assets                        6.51%                            7.94%
Interest Expense/earnings assets                       2.38%                            4.50%
                                                       ------                          ------
Net interest income/earnings assets                    4.13%                            3.44%
                                                       ======                          ======

</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                           2002 Compared with 2001       2001 Compared with 2000
                               Variance due to              Variance due to
                          -------------------------     ---------------------------

                            Volume  Rate     Net        Volume   Rate      Net
                            ------  ------  ------      ------   -----    -----
<S>                        <C>      <C>     <C>        <C>       <C>       <C>
INTEREST INCOME
 Loans                     $  198   (633)   (435)      $  577    (687)     (130)
 Taxable securities          (137)   (14)   (151)         (84)    (19)     (102)
 Tax exempt securities          9      -       9            1      (4)       (3)
 Federal funds sold            18    (73)    (55)          93     (41)       51
                            -----   -----   -----       -----    -----    -----
Total interest
    earning assets             88   (720)   (632)         567    (751)     (184)
                            -----   -----   -----       -----    -----    -----

INTEREST EXPENSE
 Savings accounts              12    (77)    (65)          19      (1)       18
 NOW accounts                  13   (109)    (96)         (35)    (15)      (50)
 Money market                  (2)    (4)     (6)           4      (3)        1
 Other time deposit          (107)  (423)   (530)         126     (58)       68
 Federal funds purchased        -      -       -           (6)     (6)      (12)
 Other borrowed funds         (15)     8      (7)         (19)    (28)      (47)
                            -----   -----   -----       ------   -----     -----
Total interest bearing
        liabilities           (99)  (605)   (704)          89    (111)      (22)
                            ------  -----   -----      ------    -----     -----

Net interest income        $  187   (115)     72       $  477    (639)     (162)
                            ======  ======  =====      ======    =====     =====

</TABLE>

II. Investment Portfolio

<TABLE>
<CAPTION>
                                               FAIR                       FAIR
                                  COST         VALUE          COST        VALUE
                                  2002         2002           2001        2001
                               ----------     ---------     ---------     --------
<S>                            <C>            <C>           <C>           <C>
US Treasury Securities
And obligations of other
Governmental entities          $   118,245       121,044    1,418,009     1,424,814

Tax - free municipal bonds         622,500       673,147      670,314       695,848

Mortgage - backed securities       352,907       363,248      562,615       566,923
                               ___________    __________    __________    _________
                               $ 1,093,652    $1,157,439    2,650,938     2,687,585
                               ===========    ==========    ==========    ==========

</TABLE>

<TABLE>

For year ended December 31, 2002

Scheduled Maturity - at fair value

<CAPTION>

                               Within One     Greater Than     Greater Than     Greater
                                  Year        1 but within     5 but within     than 10
                                              five years       ten years        years
                               ----------     -----------      ------------     -----------

<S>                             <C>           <C>              <C>              <C>
U.S. Treasury Securities and
   obligations of other
   governmental entities        $      -0-    $121,044         $     -0-        $     -0-


Tax - free municipal bonds             -0-         -0-           547,550            125,597

Mortgage - back securities         62,327          -0-            73,558            227,363

                                 $ 62,327     $121,044         $ 621,108         $  352,960
                               ==========     =========        =========         ==========

</TABLE>

<PAGE>



III. Loan Portfolio

  Major Classification of loans are summarized as follows:
                      (in thousands)


For year ended Dec. 31,       2002        2001

Real Estate                 $ 9,202        $ 7,539
Commercial                   20,629         16,821
Agricultural                  5,774          6,281
Individual                    6,476          6,397
Other                         1,194            570
                            -------        -------
TOTAL LOANS:                $43,275        $37,608
Less Unearned Discount            -              -
                            -------        -------
Net Loans                   $43,275        $37,608



          Loan Analysis of Principal Subject to Rate Change
                        December 31, 2002


                                  1 Year       Over 1 Year      Over 5
                                  or Less      Less than 5      Years

1.  Commercial, Financial,
    Agricultural, Real Estate,
    Consumer and Other          $32,700,160    $ 9,930,758     $  644,082
    Average Rate                      6.02%          8.59%          8.63%


Non-performing Loans and Other Problem Assets

      It is management's policy to discontinue accrual of interest on loans
where there is reasonable doubt as to collectibility.   The policy to place
loans  on non-accrual status is to normally discontinue accrual of interest
when  the  loan  is  delinquent 90  days or more,  or  where  circumstances
indicate that collection of principal or interest  is doubtful, unless  the
obligation  is  secured  (1)  by mortgage on  real  estate  or  pledge   of
securities that have a realizable value sufficient to pay the debt in full;
or  (2)   by  guarantee of a financially responsible party.  The  following
tables  presents  the   non-performing loans and other  problem  assets  at
December 31, 2002 and 2001.  Assets  acquired through the default of  loans
are  recorded at the lower of the outstanding  loan amount or  fair  market
value of the assets acquired at the time of foreclosure.   Reductions  from
outstanding  loan  amounts to fair market value  are  charged  against  the
reserve  for  possible  loan  losses.   Subsequent  adjustments  to  market
valuations are charged to operating expense.



                                2002         2001
                              --------     --------
NON-ACCRUAL LOANS             $278,652     $266,144
Restructured Loans              89,282       89,282

Other Real Estate                  -0-      114,822
                              --------     --------
   TOTAL NON-ACCRUAL & ORE    $369,206     $430,248
                              ========     ========

<PAGE>


Loans Over 90-days past due and still accruing interest:

                                  2002            2001
                                ---------    -----------
Commercial                      $   -0-      $    21,760
Agriculture                       48,195         127,398
Student                             -0-             -0-
Consumer                          24,158         103,809
Real Estate                         -0-           36,550
                                ---------      ---------
 TOTAL OVER 90-DAYS             $  72,353      $ 289,517
                                ==========     ==========

        The  effect of non-accruing loans on interest income for  2002  was
$10,778.  The effect of restructured loans on interest income for 2002  was
$0.00.  Interest recognized on such loans for the year approximated $10,500.

      At  December  31, 2002, there were no commitments to lend  additional
funds to debtors whose loans were considered to be non-performing.

     All loans listed above are subject to constant attention by management
and their progress is reviewed monthly.

      At the present time, management does not track loan concentrations by
particular  industries, but rather by the grouping of types of loan,  i.e.,
Agriculture, Real  Estate, Consumer and Commercial. We attempt to avoid any
undue concentration  in any particular sector.


IV.  Summary of Loan Loss Experience

     Changes in the allowance for loan losses were as follows:


                                     2002              2001
                                   -----------      --------
Balance, January 1,                $   708,724       825,337
Provision charged to Operations         -0-            4,433
Loans charged off                   (25,469)        (153,049)
Recoveries                              38,744        32,003
                                   -----------       -------
Balance December 31,               $   721,999       708,724
                                   ===========       =======

     In determining the adequacy of the loan loss reserves, management uses
the  following  formulas:  100% of loans classified loss, 50%  of  doubtful
loans,  5%  of  substandard  loans,  0% of  savings  loans  and  government
guaranteed  loans  and  1.5% of all other loan  types.   This  analysis  is
performed on a quarterly basis.


V.   Deposits

Deposits are summarized below:
                                                December 31,
                                             2002          2001
                                        --------------------------
     Demand deposits accounts           $ 7,250,018    $ 7,388,169
     NOW accounts                         5,558,112      6,310,655
     Savings accounts                     6,541,412      6,149,171
     Time accounts                       16,980,177     17,580,358
                                       ------------    -----------
                                       $36,329,719     $37,428,353
                                       ============    ===========

Included  in  deposits  are  approximately  $5,502,000  and  $5,228,500  of
certificates  of  deposit in excess of $100,000 at December  31,  2002  and
2001, respectively.


<PAGE>


                  Certificate of Deposit Maturity and Rate Analysis

As of December 31, 2002:

                         0-90       91-364         1 Year         Over
                         Days        Days          5 Years       5 Years

Total Certificates   $7,170,310   $7,331,928    $2,477,939      $  -0-
of Deposit
Average Rate              2.19%       2.52%         3.99%          ---



VI.  Return on Equity and Assets

ITEM 1:                       2002           2001
                              -----         ------
Return on assets               1.7            1.8
Return on equity               9.5           10.0
Dividend payout ratio           .3             .4
Equity to assets ratio        17.6           17.9


VII. Short-Term Borrowings

       The   bank   has  established  a  line-of-credit  for  approximately
$17,750,000 with the Federal Home Loan Bank (FHLB) to provide an additional
source   of  operating  capital.   The  current  advances,  which   totaled
$7,003,220 and $2,332,000 at December 31, 2002 and 2001, respectively, bore
interest at variable rates ranging from 1.42% to 3.84%.

      This line of credit is secured by $435,900 of FHLB stock owned by the
Bank  and  a  portion of the loan portfolio.  The bank  has  also  utilized
$1,620,000 of the line of credit with the FHLB to acquire letters of credit
to secure public deposits.


ITEM 2:    Properties

     The main office of the Corporation and Bank are presently located in a
two-story office building on State Highway 3131, New Roads, Louisiana.  The
bank owns one branch located on State Highway 78, Livonia, Louisiana, which
is  approximately 13 miles from the main office.  Additionally, in 1994 the
bank  purchased from its Other Real Estate portfolio the property  directly
behind  the  bank  for  $75,000.  This property was formerly  an  insurance
building  and lot.  It was acquired in an exchange of properties from  Farm
Bureau Insurance. All locations are owned free of any mortgages or liens.


ITEM 3:    Legal Proceedings

      There is no threatened or pending litigation against the Corporation,
the Bank, or its officers.


ITEM 4:    Submission of Matters to a Vote of Security Holders

      No  matters were submitted to a vote of security holders  during  the
fourth quarter of the fiscal year covered by this report.


<PAGE>


                                    PART II


ITEM 5:    Market Price Dividends on the Registrant's Common Equity and
                Related Stockholder Matters

      The  primary  market area for the Corporation stock is Pointe  Coupee
Parish with Peoples Bank and Trust Company acting as registrar and transfer
agent.  There were approximately 575 shareholders of record as of  December
31,  2002.   The  stock of the Corporation is not listed  on  any  security
exchange.

     Due to lack of an active trading market, the Corporation does not have
available information to furnish a high and low sales price on the range of
bid  and  asked  quotations for its stock. Based on  limited  inquiries  by
management,  it  is believed that less than 3,000 shares  traded  in  2002.
There can be no assurance that the limited inquiries adequately reflect the
marketability of the stock.

      In  March 2002 Peoples Bancshares declared a special dividend of $.55
per  share  to  all stockholders of record as of March 31,  2002,  totaling
$169,937. Additionally, In December of 2002, Peoples Bancshares declared  a
dividend of $.45 per share to all stockholders of record as of November 15,
2002, totaling $139,040.

      The  Bank,  as  a  state chartered Bank, is subject to  the  dividend
restrictions  set forth by the Commissioner.  Under such restrictions,  the
Bank  may  not,  without  the prior approval of the  Commissioner,  declare
dividends in excess of the sum of the current year's retained net  earnings
(as  defined)  plus the retained net earnings (as defined) from  the  prior
year.

      Management, will for the foreseeable future, approach the payment  of
dividends on an annual basis and according to the profitability of the bank
in that particular year, as well as considering the long-term capital needs
of the bank in the future.


ITEM 6:    Selected Financial Data

<TABLE>

                   Condensed Consolidated Statement of Income

<CAPTION>

For Year Ended Dec. 31,            2002       2001         2000         1999         1998
                              ----------    ---------    ---------    ---------    ---------
<S>                            <C>          <C>          <C>          <C>          <C>
Interest Income                3,045,272    3,676,403    3,859,137    3,387,916    3,465,179
Interest Expense                 789,861    1,492,736    1,513,905    1,091,748    1,131,970

Net Interest Income            2,255,411    2,183,667    2,345,232    2,296,168    2,333,209
Credit(Provisions)for
Loan Losses                           -0-      (4,433)          -0-      57,629       46,000

Other non-interest income
and expenses net                (946,326)    (892,405)    (958,162)  (1,049,184)  (1,004,289)

Income Tax
  (Expense) benefit             (429,759)    (425,182)    (472,658)    (416,321)    (452,387)
Net Income (Loss)                879,326      861,647      914,412      888,292      922,533

Per Share:
Net (Income)                        2.85         2.79        $2.96        $2.88        $2.99

   Cash Dividend                 308,977      308,977     $293,528     $262,430     $262,288
  Book Value-End of Year           30.09        28.18        26.35        24.08        22.41

Selected Ratios
   Loans to Assets                 81.81        77.11        74.40        77.70        71.17
   Loans to Deposits              119.12       100.50        95.46        99.64        87.83
   Deposits to Assets              68.68        76.74        77.94        77.98        81.03
   Capital to Deposits             25.59        23.27        21.20        24.27        20.85

</TABLE>

<PAGE>


ITEM 7:    Management Discussion and Analysis of Financial Condition
              and Results of Operation

       Peoples Bancshares of Pointe Coupee Parish, Inc., (Bancshares) is  a
one  bank  holding company whose sole subsidiary is Peoples Bank and  Trust
Company  of  Pointe Coupee Parish, Inc., (the Bank).  All  items  discussed
below  are  attributable  to the activities of the  Bank  unless  otherwise
stated.   This  section should be read in conjunction with the consolidated
financial  statements  and related notes and the  tables  presented  in  an
earlier section of this report.



                               FINANCIAL REVIEW

Summary

      Bancshares  consolidated  net income for  2002  was  $879,326.   This
represents a Return on Average Assets of 1.78%, which we believe is a  good
return.  This is in comparison to 1.79% for 2001 and 2.07% in 2000.

      Several  factors  contributed to this continued  success.   The  most
important  factors were: 1) good interest rate margins; 2) a low  level  of
classified assets; and 3) low loan loss provisions.

      In  2002, charge-offs were $25,469 as compared to $153,049  in  2001.
Recoveries  for 2002 were $38,744 and provisions were -0-.  Provisions  for
2001 were $4,443 and recoveries were $32,003.

     The prospects for 2003 remain encouraging.  The bank continues to note
financial stability  and deem our  reserves as  adequate.  As a result, the
projections for  income are good.  Additionally, Peoples  Bank is deemed to
be  a  well capitalized institution within the guidelines of the FDIC.

      However, we still remain conservative in our view of the economy  and
current management will maintain that philosophy throughout 2003.

Other Income and Expenses

      Other  Income, excluding loan related income, decreased $  66,407  or
8.24%  in  2002  as compared to 2001, whereas there were no loan  sales  in
2002.

      Other  expenses, excluding interest expense decreased by  $12,486  or
..74%  in 2002 as compared to 2001.  Other operating expenses accounted  for
the net decrease in other expenses.

Income Taxes

      Bancshares files a consolidated federal income tax return.   Deferred
income taxes are provided using the liability method on items of income  or
expenses  recognized in different time periods for financial statement  and
income tax purposes.

Statement of Condition

      Total deposits as of December 31, 2002 decreased $1,098,634 or  2.94%
as  compared  to  year end 2001.  Non-interest bearing  deposits  decreased
$138,150 or 1.87% and interest bearing deposits decreased $960,484 or 3.2%.
Total  loans  excluding loan reserves increased $5,666,552  or  15.07%  and
carrying  value  of investment securities decreased $1,530,146  or  56.93%.
The increase in loans was concentrated primarily in commercial loans.

Liquidity Management

      The  purpose  of liquidity management is to assure the  corporation's
ability,  at  an acceptable cost, to raise funds to support  asset  growth,
meet  deposit  withdrawals,  and otherwise operate  the  Corporation  on  a
continuing basis.  The overall liquidity position of the bank is insured by
acquisition  of  additional funds in the form of time deposits,  borrowings
such  as Federal Funds, Federal Home Loan Bank borrowings, and the sale  or
maturing of investments.

      In  management's opinion, there are no known trends,  commitments  or
uncertainties that will or should have a material effect on deposits or the
liquidity  position.  Additionally, no trends or events were cited  by  the
regulatory authorities.


<PAGE>

Capital Adequacy

      The  management of capital is a continuous process which consists  of
providing  capital  for  the current position and  the  anticipated  future
growth  of  the  Corporation.  The purposes of capital are to  serve  as  a
source  of funds, protect depositors against losses, and provide a  measure
of reassurance to the public that the community's needs will continue to be
served.  Since capital serves a multiplicity of purposes, the evaluation of
capital adequacy cannot be made solely in terms of total capital or related
ratios.

      Traditionally,  the source of additional capital  has  been  retained
earnings.  Due to strong earnings from 1990 - 2002, and large recoveries of
charged-off loans, our capital ratio is at an acceptable level.   As  such,
retained earnings should continue to provide needed capital.  Additionally,
we will concentrate on the following to provide for our capital needs:

    1.   Increase non-interest income and reduce non-interest expenses
    2.   Maintain an adequate interest rate spread
    3.   Actively pursue previous charged-off loans for recoveries
    4.   Manage our growth rate

      Furthermore, the prospects for 2003 continue to be encouraging.  Our
capital base continued to grow in 2002; our loan loss reserve is  adequate;
our net income was extremely good with a Return on Average Assets of 1.78%;
loan delinquencies  continue  to  be  manageable;  and  classified  assets
have remained at a manageable level.

                              ECONOMIC CONDITIONS


     Current economic conditions are about average compared to the previous
(5)   five  years,  but  are  certainly  not  great.   Our  asset/liability
management  strategy  helped produced good margins in  2002.  However,  our
strategies  remain conservative; therefore, we are positioned  as  interest
rates continue to fluctuate.

Item 8:    Financial Statements  (following on next pages)

Item 9:    Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure

           None

<PAGE>


                                    PART III


Item 10:   Directors and Executive Officers

Directors of Bancshares are identified in the following table:

                                          Type of                   Percent
Name                                      Stock          Amount     of
Principal Occupation               Age    Ownership      Owned      Total

Joseph Jefferson David             83     Direct         30,638      9.916

Stephen P. David                   45     Direct          4,522      1.464
President and CEO of Peoples              Indirect       19,557      6.330
Bancshares of Pointe Coupee and
Peoples Bank & Trust Company

Frank Ned Foti                     67     Direct         24,561      7.949

C. E. Hebert, III                  59     Direct          5,588      1.809

Clyde Walker Kimball               61     Direct          5,014      1.623

Camille N. Laborde                 75     Direct          5,028      1.627

Norris A. Melancon, Jr.            75     Direct         20,491      6.632
                                          Indirect          200       .065

Thomas W. Montgomery, III          63     Direct          3,588      1.161

Joseph Major Thibaut               49     Direct            600       .194
                                          Indirect        1,000       .324

Rodney Fontaine                    51     Direct          1,480       .479

Maurice Picard                     55     Direct            400       .129
                                                        -------     ------

All Directors and Principal               Direct        101,910     32.983
Officers as a Unit (11 Persons)           Indirect       20,757      6.718

<PAGE>


                     MANAGEMENT OF THE BANK AND BANCSHARES


Employees

  On  December  31, 2002 there were twenty-two full time  employees.   This
includes the officers of the Corporation and Bank listed below:


                            Officers


Name                       Age   Position Currently Held


Stephen P. David           45    President and CEO of Peoples Bancshares
                                 and Peoples Bank and Trust Company

Joyce A. York              55    Senior Vice President and Cashier of
                                 Peoples Bank

Robin Cashio               52    Branch Manager of Peoples Bank

Kenneth R. Ramagos         47    Assistant Vice President and
                                 Loan Officer of Peoples Bank

Melissa Laborde            39    Loan Review Officer of Peoples Bank

Mary Posey                 44    Loan Officer and
                                 Loan Collections Officer

Annie LeBlanc              69    Customer Account Officer

Belinda LeJeune            41    Assistant Cashier

Deborah F. Strate          41    Administrative Assistant


      Ms.  York has been with Peoples Bank since inception.  Mr. David  was
elected an officer of the Bank in December of 1983.

      Stephen P. David, Director, CEO, and President of Bancshares and  the
Bank, age 45. Mr. David joined the Bank on August 3, 1981 and has held many
positions,  including, Loan Officer; Assistant Vice President; Senior  Loan
Officer;  Senior  Vice-President and Assistant Secretary to  the  Board  of
Directors prior to being named to his current post on February 1, 1990.

      Bancshares  was formed in 1983 and became the Bank's sole shareholder
on  December  27,  1983, at which time all directors  of  the  Bank  became
directors of Bancshares.

     Joseph Jefferson David is the father of Stephen P. David.

<PAGE>

Item 11:   Executive Compensation

      a)  Remuneration of Directors and Officers:

      All Executive Officers (President David & Senior Vice President York)
had  direct cash compensation of $224,812, $212,919, and $206,420 excluding
board fees, but including bonuses in 2002, 2001, and 2000, respectively.

       On September 17, 1981, the Board of Directors of the Bank approved a
profit  sharing plan which conforms to the Internal Revenue  Code,  Section
401(a).   All employees who have been employed by the Bank for a period  of
six  months  or more; who are 25 years of age; and who have at least  1,000
hours  of service annually may participate in the profit sharing plan.   No
contributions were made to the plan in 2002.

      In January 1990 the Board of Directors approved a 401(k) savings plan
which  conforms to the Internal Revenue Code.  All employees who have  been
employed  by  the bank for a period of six months or more were eligible  to
participate in the plan. Contributions by the bank in 2002 totaled $13,795.
The accrued amount at year end totaled $368,221.

      The Bank has a deferred compensation plan available to its directors.
At present only two directors are participating.  Upon retirement, the Bank
will  pay  the  directors their deferred compensation plus interest,  which
accrues  at  the  "low  Wall Street rate", in 15 equal annual  installments
beginning the month after retirement. Upon pre-retirement death,  the  bank
will  pay his designated beneficiaries the greater of $8,400 a year for  15
years  or his deferred compensation and accrued interest.  The bank is  the
owner and beneficiary of an insurance policy on the life of each director.

      The  Bank also maintains two supplemental executive  retirement  plan
with its president.   On one plan, the president will receive  $25,000  per
year for  20  years,  beginning  immediately.   The  bank is  the owner and
beneficiary of  an  insurance  policy on  the life  of  the  president.  If
employment is terminated "without cause" prior to retirement, the bank will
pay the  president  his accrued  benefit,  which  is based on the number of
months  of  completed service  since January, 1996.  On the other plan, the
president will receive a percentage  of his income (salary and bonus) based
on the previous five year  period  preceding  retirement.   The  percentage
is determined by multiplying 1.5% by the number of years of employment with
the  bank.  The bank is the owner and beneficiary of an insurance policy on
the life of the president.

      The  Board  of  Directors  of Bancshares  held  twelve  (12)  regular
scheduled  meetings during 2002.  The Board of Directors of the  Bank  held
twelve  (12)  regularly  scheduled meetings.   The  Bank  has  a  personnel
committee  which met one (1) times during 2002, and a loan committee  which
met  thirteen (13) times during the year.  The Board of Directors  held  no
special  meeting  during  2002. The Bank also has an  audit  committee  and
executive  committee. The audit committee met with the  independent  C.P.A.
firm of Postlethwaite & Netterville one (1) time during 2002. The executive
committee did not meet in 2002.

      The  Board  of  Directors  of Bancshares  and the Bank do not have a
nomination committee.

      Directors of  Bancshares receive no remuneration for serving in  that
capacity. Each director of the Bank received a fee of $525 for each regular
board  meeting. Members of each committee receive $75 per meeting attended.


Item 12:  Security Ownership of Certain Beneficial Owners and Management

      As  of  March  31, 2003, Peoples Bancshares had authorized  1,000,000
shares of common stock and of this amount, 308,977 shares were outstanding.
Additionally,  as  of  this  date, Peoples Bancshares  had  authorized  but
unissued  500,000 shares of Series A Preferred stock and 500,000 shares  of
Series B Preferred stock.


      As  of  March 31, 2003 the management of Bancshares knew of no  other
person   or  group  that  owned  5% or more of  the  outstanding  stock  of
Bancshares  other  than  Mr.  N.  A.  Melancon,  Jr.,  with  20,491  shares
representing  6.632%;  Mr.  Frank N. Foti with 24,561  shares  representing
7.949%;  Mr.  J.  Jeff  David with 30,638 shares  representing  9.916%  and
William C. David* with 19,477 shares representing 6.304%.

      *William  C.  David  has granted a Proxy Authority  to  his  brother,
Stephen P. David.

<PAGE>


Item 13:   Certain Relationships & Related Transactions

     b)  Transactions with Management:

    From  time  to  time the Bank has extended credit to its  Officers  and
Directors  and  to  businesses  in which  Officers  and  Directors  own  an
interest;  and  the  Bank intends to continue this policy  because  of  the
deposits,  business and the income that these activities generate  for  the
Bank.   Such  loans  are  made  only with the  approval  of  the  Board  of
Directors.

           At  no  time in 2002 did these transactions exceed  10%  of  the
equity capital, except for those matters noted below.

     All  directors and officers as a group had total loans outstanding  at
year end 2002 and 2001 of $1,733,141 and $1,339,399 respectively.


                                 PART IV

Item 14:   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          A.  (1) Financial Statements

              The financial statements are listed under Part II, Item 8
              of this Report

              (2) Financial Statement Schedules

              The financial statement schedules are listed under Part II,
              Item 8 of this Report.

          B.  Reports on Form 8-K

              None

          C.  Exhibits

              None


<PAGE>



Signatures

     Pursuant to the requirements of Section 13 of the Securities  Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the under signed, thereunto duly authorized.

                   PEOPLES BANCSHARES OF POINTE COUPEE
                   PARISH, INC.



                                  By:/s/ Rodney G. Fontaine
                                    _________________________________
                                     Rodney G. Fontaine
                                     Chairman


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


/s/ Joseph Jefferson David           /s/ Clyde Walker Kimball
________________________________     ______________________________
Joseph Jefferson David               Clyde Walker Kimball
Director                             Director

/s/ Frank Ned Foti                   /s/ Camille N. LaBorde
________________________________     ______________________________
Frank Ned Foti                       Camille N. LaBorde
Director                             Director

/s/ Norris A. Melancon, Jr.          /s/ C. E. Hebert, III
________________________________     ______________________________
Norris A. Melancon, Jr.              C. E. Hebert, III
Director                             Director and Secretary

/s/ Stephen P. David                 /s/ Maurice Picard
________________________________     ______________________________
Stephen P. David                     Maurice Picard
President/CEO and Director           Director

/s/ Thomas W. Montgomery, III        /s/ Joseph Major Thibaut
________________________________     ______________________________
Thomas W. Montgomery, III            Joseph Major Thibaut
Director                             Director

/s/ Rodney G. Fontaine
________________________________
Rodney G. Fontaine
Director


<PAGE>





                      Peoples Bancshares of
                   Pointe Coupee Parish, Inc.
                          & Subsidiary


                              [LOGO]



                     2002 Financial Statements



<PAGE>



              PEOPLES BANCSHARES OF POINTE COUPEE
                  PARISH, INC. AND SUBSIDIARY

               CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001


<PAGE>



                        C O N T E N T S


                                                                  Page

Independent Auditors' Report                                        1

Consolidated Financial Statements

   Consolidated Balance Sheets                                     2 - 3

   Consolidated Statements of Operations and Comprehensive Income  4 - 5

   Consolidated Statements of Changes in Stockholders' Equity      6 - 7

   Consolidated Statements of Cash Flows                           8 - 9

Notes to Consolidated Financial Statements                        10 - 31


<PAGE>


                    INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
Peoples Bancshares of Pointe Coupee Parish, Inc.
New Roads, Louisiana


We  have  audited  the accompanying consolidated  balance  sheets  of
Peoples Bancshares of Pointe Coupee Parish, Inc. and Subsidiary as of
December  31, 2002 and 2001, and the related consolidated  statements
of  operations  and  comprehensive income, changes  in  stockholders'
equity  and  cash flows for each of the years during the  three  year
period  ended December 31, 2002. These financial statements  are  the
responsibility of the Company's management. Our responsibility is  to
express  an opinion on these consolidated financial statements  based
on our audits.

We  conducted  our  audits  in  accordance  with  auditing  standards
generally  accepted in the United States of America. Those  standards
require  that  we  plan and perform the 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  Peoples Bancshares of Pointe Coupee  Parish,  Inc.  and
Subsidiary as of December 31, 2002 and 2001, and the results of their
operations  and  their cash flows for each of the  years  during  the
three  year  period  ended  December 31,  2002,  in  conformity  with
accounting  principles generally accepted in  the  United  States  of
America.


/s/ Postlethwaite & Netterille
------------------------------
POSTLETHWAITE & NETTERVILLE



Baton Rouge, Louisiana
March 3, 2003


<PAGE>


<TABLE>

 PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                     NEW ROADS, LOUISIANA

                  CONSOLIDATED BALANCE SHEETS
                  DECEMBER 31, 2002 AND 2001



                          A S S E T S


                                                                 2002                 2001
                                                          -------------         ------------

<S>                                                       <C>                   <C>
Cash and due from banks                                   $   1,356,047         $ 1,669,591
Federal funds sold                                            4,375,000           4,875,000
                                                          -------------         ------------
      Cash and cash equivalents                               5,731,047           6,544,591

Interest-bearing deposits in other banks                      1,495,000             890,000

Securities available-for-sale                                 1,157,439           2,687,585

Federal Home Loan Bank Stock, at cost                           435,900             423,200

Loans, less allowances for loan losses of $721,999
  and $708,724 at December 31, 2002 and 2001,
  respectively                                               42,552,632          36,899,355

Accrued interest receivable                                     461,228             461,284

Bank premises and equipment, net of
  accumulated depreciation                                      529,521             560,598

Other assets                                                    532,628             305,367

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

TOTAL ASSETS                                              $  52,895,395         $48,771,980
                                                          =============         ============





</TABLE>



<PAGE>


<TABLE>




     L I A B I L I T I E S   A N D   S T O C K H O L D E R S'   E Q U I T Y


                                                                               2002              2001

                                                                            ------------      ------------
<S>                                                                         <C>               <C>
LIABILITIES

   Deposits:
      Noninterest-bearing                                                   $  7,250,019      $  7,388,169
      Interest-bearing                                                        29,079,700        30,040,184
                                                                            ------------      ------------
         Total deposits                                                       36,329,719        37,428,353

   Other borrowed funds                                                        7,003,220         2,332,000
   Accrued interest payable                                                       85,913           144,494
   Other liabilities                                                             179,960           158,812
                                                                            ------------      ------------
         Total liabilities                                                    43,598,812        40,063,659
                                                                            ------------      ------------
COMMITMENTS AND CONTINGENCIES                                                          -                 -

STOCKHOLDERS' EQUITY
   Common stock; $2.50 par value; 1,000,000 shares authorized;
      309,677 shares issued; and 308,977 shares outstanding                      774,193           774,193
   Capital surplus                                                             1,530,320         1,530,320
   Retained earnings                                                           6,958,247         6,387,898
      Accumulated other comprehensive income                                      42,099            24,186
                                                                            ------------      ------------
                                                                               9,304,859         8,716,597
   Less: 700 shares held in treasury - at cost                                    (8,276)           (8,276)

                                                                            ------------      ------------
         Total stockholders' equity                                            9,296,583         8,708,321
                                                                            ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ 52,895,395      $ 48,771,980
                                                                            ============      ============







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




</TABLE>




<PAGE>


<TABLE>


 PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                  NEW ROADS, LOUISIANA

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
      YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


                                                            2002            2001           2000

                                                       ------------    -----------    -------------
<S>                                                    <C>             <C>            <C>
INTEREST INCOME
   Interest and fees on loans                          $  2,876,168    $ 3,307,850    $   3,437,670
   Interest on available-for-sale securities                 86,062        230,717          334,928
   Interest on federal funds sold                            38,965        131,605           74,994
   Interest on deposits in other banks                       44,077          6,231           11,545
                                                       ------------    -----------    -------------
      Total interest income                               3,045,272      3,676,403        3,859,137
                                                       ------------    -----------    -------------


INTEREST EXPENSE
   Interest on deposits                                     704,152      1,401,522        1,363,628
   Interest on federal funds purchased                          776            258           12,197
   Interest on other borrowed funds                          84,933         90,956          138,080
                                                       ------------    -----------    -------------
                                                            789,861      1,492,736        1,513,905
                                                       ------------    -----------    -------------

NET INTEREST INCOME                                       2,255,411      2,183,667        2,345,232

   Provision for loan losses                                      -          4,433                -
                                                       ------------    -----------    -------------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                              2,255,411      2,179,234        2,345,232
                                                       ------------    -----------    -------------

NON-INTEREST INCOME
   Service charges on deposit accounts                      166,032        162,094          161,247
   Other service charges and fees                           452,237        388,593          394,498
   Net gain on sales of loans                                     -        174,101           20,736
   Net realized gains on sales of
      available-for-sale securities                               -          2,729                -
   Other income                                             121,531         78,690          131,538
                                                       ------------    -----------    -------------
      Total other income                                    739,800        806,207          708,019
                                                       ------------    -----------    -------------






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


</TABLE>


<PAGE>



<TABLE>

 PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                 NEW ROADS, LOUISIANA

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
     YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


                                                        2002              2001               2000

                                                     ----------       -----------        ------------
<S>                                                  <C>              <C>                <C>
NON-INTEREST EXPENSES
   Salaries and employee benefits                    $  889,566       $   879,466        $   899,353
   Occupancy expenses                                   170,828           170,421            153,630
   Data processing expenses                              98,046            94,762             95,342
   Other operating expenses                             527,686           553,963            517,856
                                                     ----------       -----------        ------------
      Total other expenses                            1,686,126         1,698,612          1,666,181
                                                     ----------       -----------        ------------
INCOME BEFORE INCOME
   TAX EXPENSE                                        1,309,085         1,286,829          1,387,070

Income tax expense                                      429,759           425,182            472,658
                                                     ----------       -----------        ------------
NET INCOME                                              879,326           861,647            914,412

OTHER COMPREHENSIVE INCOME
   Unrealized holding gains arising during
      the period, net of taxes                           17,913            16,230             80,868
   Less: reclassification adjustment for
      realized gains                                          -            (2,729)                 -
                                                     ----------       -----------        ------------
                                                         17,913            13,501             80,868
                                                     ----------       -----------        ------------
COMPREHENSIVE INCOME                                 $  897,239       $   875,148        $   995,280
                                                     ==========       ===========        ============


Per common share data:

   Net income                                        $     2.85       $      2.79        $      2.96
                                                     ==========       ===========        ============
   Cash dividends                                    $     1.00       $      1.00        $      0.95
                                                     ==========       ===========        ============
   Average number of shares outstanding                 308,977           308,977            308,777
                                                     ==========       ===========        ============






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


</TABLE>


<PAGE>





PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
              NEW ROADS, LOUISIANA


<TABLE>


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000
                                                                                     Accumulated
                                                                                        Other                            Total
                                           Common Stock        Capital    Retained   Comprehensive   Treasury Stock  Stockholders'
                                        Shares     Amount      Surplus    Earnings      Income     Shares   Amount      Equity

                                        -------   --------   ----------  ----------   ---------      ---- --------    ----------
<S>                                     <C>       <C>        <C>         <C>          <C>            <C>  <C>         <C>
Balance at December 31, 1999            309,677   $774,193   $1,530,320  $5,214,344   $(70,183)      700  $(8,276)    $7,440,398

   Net income                                 -          -            -     914,412          -         -        -        914,412

   Net change in unrealized gain (loss)
      on available-for-sale securities,
      net of deferred income taxes
      of $41,659                              -          -            -           -     80,868         -        -         80,868

   Cash dividends paid                        -          -            -    (293,528)         -         -        -       (293,528)
                                        -------   --------   ----------  ----------   ---------      ---- --------    ----------
Balance at December 31, 2000            309,677    774,193    1,530,320   5,835,228     10,685       700   (8,276)     8,142,150

   Net income                                 -          -            -     861,647          -         -        -        861,647

   Net change in unrealized gain on
      available-for-sale securities,
      net of deferred income taxes
      of $6,957                               -          -            -           -     13,501         -        -         13,501

   Cash dividends paid                        -          -            -    (308,977)         -         -        -       (308,977)
                                        -------   --------   ----------  ----------   ---------      ---- --------    ----------
Balance at December 31, 2001            309,677    774,193    1,530,320   6,387,898     24,186       700   (8,276)     8,708,321

   Net income                                 -          -            -     879,326          -         -        -        879,326

   Net change in unrealized gain on
      available-for-sale securities,
      net of deferred income taxes
      of $9,227                               -          -            -           -     17,913         -        -         17,913

   Cash dividends paid                        -          -            -    (308,977)         -         -        -       (308,977)
                                        -------   --------   ----------  ----------   ---------      ---- --------    ----------
Balance at December 31, 2002            309,677   $774,193   $1,530,320  $6,958,247   $ 42,099       700  $(8,276)    $9,296,583
                                        =======   ========   ==========  ==========   =========      ==== ========    ==========








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


</TABLE>


<PAGE>

<TABLE>


           PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                                 NEW ROADS, LOUISIANA

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


                                                                       2002             2001             2000
                                                                     -----------      ------------     -----------
<S>                                                                  <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                        $  879,326       $   861,647      $   914,412
   Adjustments to reconcile net income to net cash
      provided by operating activities:
         Gain on sales of assets                                        (25,038)           (3,183)         (54,263)
         Net realized gains from sales and maturities
            of available-for-sale securities                                  -            (2,729)             -
         Net accretion of investment security discounts /
            amortization of investment security premiums                  4,623               964
         Provision for loan losses                                            -             4,433              -
         Provision for foreclosed real estate                                 -             9,900           10,200
         Depreciation                                                    59,082            61,823           60,580
         Net changes in operating assets and liabilities:
            Accrued interest receivable                                      56           160,035          (56,399)
            Other assets                                               (351,309)          (97,006)         (12,260)
            Accrued interest payable                                    (58,581)          (68,815)          98,933
            Other liabilities                                            21,148            18,003           21,771
                                                                     -----------      ------------     -----------
               Net cash provided by operating activities                529,307           936,818          983,938
                                                                     -----------      ------------     -----------


CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sales and maturities of
      available-for-sale securities                                   1,652,663         9,210,274        1,666,912
   Purchases of available-for-sale securities                          (100,000)       (6,340,919)      (2,087,801)
   Net (increase) decrease in interest-bearing deposits in
      other banks                                                      (605,000)         (890,000)         394,000
   Purchase of other stocks                                             (12,700)          (20,500)         (24,300)
   Loan originations and principal collections, net                  (5,653,277)       (1,067,162)      (6,860,676)
   Expenditures on foreclosed real estate                                     -                 -          (30,129)
   Proceeds from sales of foreclosed real estate and other assets       139,859             5,000          863,300
   Purchases of bank premises and equipment                             (28,005)          (40,112)         (21,167)
   Proceeds from sales of bank premises and equipment                         -             8,100              -
                                                                    -----------      ------------      -----------
               Net cash provided by (used in) investing activities   (4,606,460)          864,681       (6,099,861)
                                                                    ===========      ============      ===========





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


</TABLE>


<PAGE>

<TABLE>


        PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                              NEW ROADS, LOUISIANA

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


                                                                   2002               2001                2000
                                                                ------------       -----------       -------------
<S>                                                             <C>                <C>               <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in noninterest-bearing demand
      deposit accounts, savings accounts, and NOW accounts      $  (498,453)       $(2,629,068)      $   4,094,440
   Net increase (decrease) in time deposits                        (600,181)         1,651,350           3,649,166
   Net increase in other borrowed funds                           4,671,220            (39,900)          1,371,900
   Dividends paid                                                  (308,977)          (308,977)           (293,528)
                                                                ------------       -----------       -------------
      Net cash provided by (used in) financing activities         3,263,609         (1,326,595)          8,821,978
                                                                ------------       -----------       -------------


Net increase (decrease) in cash and due from banks                 (813,544)           474,904           3,706,055

Cash and cash equivalents - beginning of year                     6,544,591          6,069,687           2,363,632
                                                                ------------       -----------       -------------

Cash and cash equivalents - end of year                         $ 5,731,047        $ 6,544,591       $   6,069,687
                                                                ============       ===========       =============

Supplemental disclosures of cash flow information

      Cash paid for interest                                    $   848,442        $ 1,561,551       $   1,414,972
                                                                ============       ===========       =============

      Cash paid for income taxes                                $   447,561        $   463,039       $     466,000
                                                                ============       ===========       =============








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


</TABLE>




<PAGE>


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  The  accounting  and  reporting policies of  Peoples  Bancshares  of
  Pointe  Coupee Parish, Inc. (Bancshares) and its subsidiary  conform
  to  accounting principles generally accepted in the United States of
  America   and  to  the  prevailing  practices  within  the   banking
  industry.  A  summary  of  significant  accounting  policies  is  as
  follows:

    Basis of presentation

    The  consolidated  financial statements include  the  accounts  of
    Bancshares  and  its  wholly owned subsidiary,  Peoples  Bank  and
    Trust  Company  (the Bank). All significant intercompany  accounts
    and transactions have been eliminated in consolidation.

    Nature of operations

    Substantially  all  of  the  assets, liabilities,  and  operations
    presented   in   the   consolidated   financial   statements   are
    attributable to Peoples Bank and Trust Company. The Bank  provides
    a  variety  of  banking  services to  individuals  and  businesses
    primarily  in  and  around Pointe Coupee  Parish,  Louisiana.  Its
    primary   deposit  products  are  demand  deposits  accounts   and
    certificates  of  deposits, and its primary lending  products  are
    commercial, agriculture, real estate, and consumer loans.

    Use of estimates

    The   preparation  of  financial  statements  in  conformity  with
    accounting principles generally accepted in the United  States  of
    America  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
    from those estimates.

    The  determination  of  the adequacy of  the  allowance  for  loan
    losses is based on estimates that are particularly susceptible  to
    significant  changes  in  the  economic  environment  and   market
    conditions.    In  connection  with  the  determination   of   the
    estimated   losses   on  loans,  management  obtains   independent
    appraisals for significant collateral.

    The  Bank's  loans  are  generally secured by  specific  items  of
    collateral including real property, consumer assets, and  business
    assets.  Although  the Bank has a diversified  loan  portfolio,  a
    substantial  portion  of  its  debtors'  ability  to  honor  their
    contracts  is  dependent  on  local economic  conditions  and  the
    agricultural industry.


<PAGE>



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Use of estimates (continued)

    While  management  uses available information to recognize  losses
    on  loans, further reductions in the carrying amounts of loans may
    be  necessary  based on changes in local economic  conditions.  In
    addition,  regulatory  agencies, as  an  integral  part  of  their
    examination process, periodically review the estimated  losses  on
    loans.  Such agencies may require the Bank to recognize additional
    losses  based  on their judgments about information  available  to
    them  at the time of their examination.  Because of these factors,
    it  is reasonably possible that the estimated losses on loans  may
    change  materially in the near term.  However, the amount  of  the
    change that is reasonably possible cannot be estimated.

    Investment securities

    The  Bank's investments in securities are classified as available-
    for-sale  securities and consist of bonds, notes,  and  debentures
    that  are  available  to  meet the Bank's operating  needs.  These
    securities  are  reported at fair value as  determined  by  quoted
    market prices.

    Unrealized holding gains and losses, net of tax, on available-for-
    sale   securities   are  reported  as  a  net  amount   in   other
    comprehensive  income. Gains and losses on the sale of  investment
    securities   are   determined  using  the  specific-identification
    method.  Realized  gains (losses) on the sales and  maturities  of
    investment  securities are classified as non-interest  income  and
    reported  as  a reclassification adjustment in other comprehensive
    income.

    Interest-bearing deposits in other banks

    Interest-bearing deposits in other banks mature  within  one  year
    and are carried at cost, which approximates market.

    Loans

    Loans  that management has the intent and ability to hold for  the
    foreseeable  future or until maturity or pay-off are  reported  at
    their  outstanding  principal adjusted for any  charge-off's,  the
    allowance  for  loan losses, and any deferred  fees  or  costs  on
    originated  loans.  Interest is accrued on  the  unpaid  principal
    balance.  Loan origination fees, net of certain direct origination
    costs,  are  deferred  and  recognized as  an  adjustment  of  the
    related loan yield using the interest method.

    The  accrual  of interest on impaired loans is discontinued  when,
    in  management's  opinion, the borrower  may  be  unable  to  meet
    payments   as   they   become  due.  When  interest   accrual   is
    discontinued,  all  unpaid accrued interest is reversed.  Interest
    income  is  subsequently  recognized  only  to  the  extent   cash
    payments  are  received, 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.  Loans  are  charged-off   if
    management  considers the collection of principal and interest  to
    be doubtful.



<PAGE>


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Allowance for loan losses

    The  allowance for loan losses is maintained at a level which,  in
    management's  judgment,  is  adequate  to  absorb  credit   losses
    inherent  in  the loan portfolio. The amount of the  allowance  is
    based  on  management's  evaluation of the collectibility  of  the
    loan  portfolio,  including the nature of  the  portfolio,  credit
    concentrations,  trends  in historical loss  experience,  specific
    impaired loans, and economic conditions.

    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 borrower's prior  payment
    record,  and  the  amount  of the shortfall  in  relation  to  the
    principal and interest owed.  Impairment is measured on a loan  by
    loan  basis  for commercial and construction loans by  either  the
    present  value  of  expected future cash flows discounted  at  the
    loan's  effective  interest  rate, the  loan's  obtainable  market
    price,  or  the  fair  value  of the collateral  if  the  loan  is
    collateral  dependent.  Past-due status  is  determined  based  on
    contractual terms.

    Large   groups   of   smaller  balance   homogeneous   loans   are
    collectively  evaluated  for impairment.   Accordingly,  the  Bank
    does  not  separately identify consumer and residential loans  for
    impairment disclosures.  Because of uncertainties associated  with
    the  regional economic conditions, collateral values,  and  future
    cash  flows  on  impaired  loans, it is reasonably  possible  that
    management's  estimate  of  loan  losses  inherent  in  the   loan
    portfolio and the related allowance may change materially  in  the
    near  term.  The  allowance is increased by a provision  for  loan
    losses,  which  is charged to expense and reduced by charge-off's,
    net of recoveries.

    Foreclosed real estate

    Real  estate  properties acquired through, or  in  lieu  of,  loan
    foreclosure  are  to be sold and are initially  recorded  at  fair
    value  at the date of foreclosure, establishing a new cost  basis.
    After  foreclosure,  valuations  are  periodically  performed   by
    management,  and the real estate is subsequently  carried  at  the
    lower  of  carrying  amount  or fair value,  less  cost  to  sell.
    Revenue  and expenses from operations and changes in the valuation
    allowance are included in loss on foreclosed real estate.

    Bank premises and equipment

    Land  is  carried at cost. Bank premises and equipment are  stated
    at  cost  less  accumulated depreciation, which is computed  using
    straight-line  and accelerated methods over the  estimated  useful
    lives of the assets, which range from 3 to 30 years.


<PAGE>


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Income taxes

    Provisions  for  income  taxes  are  based  on  taxes  payable  or
    refundable  for  the current year (after exclusion of  non-taxable
    income  such  as  interest on state and municipal securities)  and
    deferred  taxes  on temporary differences between  the  amount  of
    taxable  income  and pretax financial income and between  the  tax
    bases of assets and liabilities and their reported amounts in  the
    financial  statements.  Deferred tax assets  and  liabilities  are
    included  in the financial statements at currently enacted  income
    tax  rates  applicable  to the period in which  the  deferred  tax
    assets  and liabilities are expected to be realized or settled  as
    prescribed  in  Statement  of Financial Accounting  Standards  No.
    109,  Accounting for Income Taxes. As changes in tax laws or rates
    are  enacted,  deferred  tax assets and liabilities  are  adjusted
    through the provision for income taxes.

    Net Income per share

    Net  income  per  share of common stock has been computed  on  the
    basis  of  the  weighted average number of shares of common  stock
    outstanding.

    Comprehensive income

    Comprehensive income is the change in stockholders' equity  during
    the  period  from transactions and other events and  circumstances
    from  non-owner sources. Comprehensive income includes the  change
    in  unrealized gains (losses), net of taxes, on available-for-sale
    securities during the period.

    Cash and cash equivalents

    For  purposes  of presentation in the consolidated  statements  of
    cash  flows,  cash and cash equivalents include cash and  balances
    due from banks and federal funds sold.

    Credit related financial information

    In  the  ordinary  course of business, the Bank has  entered  into
    commitments  to  extend  credit, including commercial  letters  of
    credit  and  standby letters of credit. Such financial instruments
    are recorded when they are funded.



<PAGE>


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Fair values of financial instruments

    Statement  of  Financial  Accounting  Standards  (SFAS)  No.  107,
    Disclosures  about  Fair Value of Financial Instruments,  requires
    disclosure  of fair value information about financial instruments,
    whether  or  not recognized in the balance sheet. In  cases  where
    quoted  market prices are not available, fair values are based  on
    estimates  using  present  value or  other  valuation  techniques.
    Those  techniques  are significantly affected by  the  assumptions
    used,  including the discount rate and estimates  of  future  cash
    flows. In that regard, the derived fair value estimates cannot  be
    substantiated by comparison to independent markets  and,  in  many
    cases,  could  not  be  realized in immediate  settlement  of  the
    instruments  from  its disclosure requirements.  Accordingly,  the
    aggregate  fair  value  amounts presented  do  not  represent  the
    underlying value of Bancshares.

    The  following methods and assumptions were used by Bancshares  in
    estimating its fair value disclosures for financial instruments:

      Cash  and  cash equivalents - the carrying amounts of  cash  and
      cash equivalents approximate their fair values.

      Interest-bearing  deposits in other  banks  -  fair  values  for
      interest-bearing deposits in other banks are estimated  using  a
      discounted  cash  flow  analysis  that  applies  interest  rates
      currently  being  offered  on  certificates  to  a  schedule  of
      aggregated contractual maturities on such time deposits.

      Investment  securities  - fair values for investment  securities
      are  based on quoted market prices, where applicable. If  quoted
      market  prices  are  not available, fair  values  are  based  on
      quoted market prices of comparable instruments.

      Loans  -  for  variable-rate loans that reprice  frequently  and
      have  no  significant  change in credit risk,  fair  values  are
      based  on  carrying  values. Fair values  for  certain  mortgage
      loans  (i.e.,  one-to-four  family  residential),  credit   card
      loans,  and  other  consumer loans are based  on  quoted  market
      prices  of similar loans sold in conjunction with securitization
      transactions,  adjusted for differences in loan characteristics.
      Fair values for commercial real estate and commercial loans  are
      estimated  using discounted cash flow analyses,  using  interest
      rates  currently being offered for loans with similar  terms  to
      borrowers  of  similar credit quality. Fair values for  impaired
      loans  are  estimated  using discounted cash  flow  analyses  or
      underlying collateral values, where applicable.

      Deposit  liabilities  -  the fair values  disclosed  for  demand
      deposits  are,  by  definition, equal to the amount  payable  on
      demand  at the reporting date (that is, their carrying amounts).
      The  carrying amounts of variable-rate, fixed-term money  market
      accounts  and  certificates of deposit  approximate  their  fair
      values  at  the  reporting  date.  Fair  values  for  fixed-rate
      certificates  of  deposit are estimated using a discounted  cash
      flow  calculation  that applies interest rates  currently  being
      offered  on  certificates to a schedule of  aggregated  expected
      monthly maturities on time deposits.


<PAGE>


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Fair values of financial instruments (continued)

    The  following methods and assumptions were used by Bancshares  in
    estimating its fair value disclosures for financial instruments:

      Short-term  borrowings - the carrying amounts  of  other  short-
      term  borrowings maturing within 90 days approximate their  fair
      values.   Fair   values  of  other  short-term  borrowings   are
      estimated  using  discounted cash flow  analyses  based  on  the
      incremental  borrowing  rates for  similar  types  of  borrowing
      arrangements.

      Accrued  interest  -  the carrying amounts of  accrued  interest
      approximate their fair values.

      Off-balance  sheet  instruments - fair  values  for  off-balance
      sheet  lending  commitments are based on fees currently  charged
      to  enter  into  similar  agreements, taking  into  account  the
      remaining  terms  of  the  agreements  and  the  counterparties'
      credit standing.

    Reclassification

    Certain  amounts  in  the  2001  and 2000  consolidated  financial
    statements  have  been reclassified to conform  with  the  current
    year presentation.


2.  INVESTMENT SECURITIES

  Debt  and equity securities have been classified in the consolidated
  balance   sheets   according  to  management's  intent.   Securities
  classified  as  available-for-sale consisted  of  the  following  at
  December 31, 2002:

                               Amortized  Unrealized  Unrealized     Fair
                                  Cost      Gains      Losses       Value
                              ----------  ---------   ----------  ----------
U.S. Treasury securities and
  obligations of other
  governmental entities       $  118,245  $  2,799      $    -    $  121,044
Tax-free municipal bonds         622,500    50,647           -       673,147
Mortgage-backed securities       352,907    10,582         241       363,248
                              ----------  ---------   ----------  ----------
                              $1,093,652  $ 64,028      $  241    $1,157,439
                              ==========  =========   ==========  ==========





<PAGE>

2.  INVESTMENT SECURITIES (continued)

  Securities classified as available-for-sale consisted of the following
at December 31, 2001:

                              Amortized   Unrealized  Unrealized    Fair
                                 Cost        Gains     Losses       Value
                              ---------   ----------  ----------  ----------
U.S. Treasury securities and
  obligations of other
  governmental entities       $1,418,009    $11,668   $ 4,863     $1,424,814
Tax-free  municipal bonds        670,314     29,950     4,416        695,848
Mortgage-backed securities       562,615      4,783       475        566,923
                              ---------   ----------  ----------  ----------
                              $2,650,938    $46,401   $ 9,754     $2,687,585
                              ==========  =========   ==========  ==========


  The  amortized costs and estimated market values of debt  securities
  at  December  31,  2002, by contractual maturity, are  shown  below.
  Expected  maturities may differ from contractual maturities  because
  borrowers  have  the  right to call or prepay  obligations  with  or
  without call or prepayment penalties.

                                    Amortized         Fair
                                       Cost           Value
                                    ----------     ----------
       Within one year              $        -     $       -
       Greater than one but within
         five years                    118,245        121,044
       Greater than five but within
         ten years                     502,500        547,550
       Greater than ten years          120,000        125,597
                                    ----------     ----------
                                       740,745        794,191
       Mortgage-backed securities      352,907        363,248
                                    ----------     ----------
                                    $1,093,652     $1,157,439
                                    ==========     ==========


  Investment   securities  with  carrying  values   of   approximately
  $914,000  and  $195,400 at December 31, 2002 and 2001, respectively,
  were  pledged  to secure public deposits and for other  purposes  as
  required or permitted by law.




<PAGE>


3.  LOANS

  The  components  of  loans  in the consolidated  balance  sheets  at
  December 31, 2002 and 2001, were as follows:

                                              2002            2001
                                         ------------    -------------
      Agricultural loans                 $  5,774,399    $   6,280,542
      Commercial loans                     20,629,054       16,820,986
      Real estate loans                     9,202,418        7,538,708
      Consumer loans                        6,476,205        6,397,315
      Overdrafts                              824,525          255,157
      Other                                   368,030          315,371
                                         ------------    -------------
                                           43,274,631       37,608,079
      Less: allowance for loan losses     (  721,999)       (  708,724)
                                         ------------    -------------
           Loans, net                    $ 42,552,632     $ 36,899,355
                                         ============     ============


  Changes  in  the  allowance for loan losses during the  years  ended
  December 31, 2002, 2001, and 2000 were as follows:

                                            2002         2001         2000
                                       ------------  -----------  -----------
    Balance - beginning of year        $   708,724   $  825,337   $  801,545
    Provision (credit) for loan losses           -        4,433            -
    Loans charged-off                    (  25,469)   ( 153,049)   (  37,871)
    Recoveries                              38,744       32,003       61,663
                                       ------------  -----------  -----------
    Balance - end of year               $  721,999   $  708,724   $  825,337
                                       ============  ===========  ===========


  At  December  31,  2002 and 2001, the total recorded  investment  in
  loans   on   nonaccrual  amounted  to  approximately  $279,000   and
  $226,000, respectively, and the total recorded investment  in  loans
  past  due  ninety days or more and still accruing interest  amounted
  to  approximately  $72,353 and $289,517, respectively.  At  December
  31,  2002 and 2001, the total recorded investment in impaired loans,
  all  of which had allowances determined in accordance with SFAS  No.
  114  and  No.  118, amounted to approximately $368,000 and  315,000,
  respectively.  The  average recorded investment  in  impaired  loans
  during  2002  and  2001  was approximately  $324,000  and  $331,000,
  respectively,  and the total allowances for loan losses  related  to
  these  impaired  loans  was approximately $46,500  and  $31,100,  at
  December  31, 2002 and 2001, respectively. The Bank is not committed
  to lend additional funds to debtors whose loans have been modified.

  Interest  income  on impaired loans, which is recognized  when  cash
  payments  are received, totalled approximately $10,500, $6,500,  and
  $5,000  during  the years ended December 31, 2002, 2001,  and  2000,
  respectively.

  The  Bank  transferred $36,000 and $774,308 of real estate  acquired
  in  settlements of loans to other real estate owned and other assets
  during the years ended December 31, 2001 and 2000, respectively.



<PAGE>



4.  BANK PREMISES AND EQUIPMENT

  Major  classifications  of bank premises and equipment  at  December
  31, 2002 and 2001, are summarized as follows:

                                             2002           2001
                                        ----------     ----------
     Land                               $  100,081     $  100,081
     Buildings and improvements            909,560        894,923
     Equipment                             535,830        522,462
                                        ----------     ----------
                                         1,545,471      1,517,466
     Less: accumulated depreciation    ( 1,015,950)      (956,868)
                                        ----------     ----------
                                        $  529,521     $  560,598
                                        ==========     ==========


  Depreciation  expense  amounted  to $59,082,  $61,823,  and  $60,580
  during   the  years  ended  December  31,  2002,  2001,  and   2000,
  respectively.


5. DEPOSITS

  Deposits at December 31, 2002 and 2001, are summarized below:

                                     2002           2001
                                 -----------    -----------
     Demand deposit accounts     $ 7,250,018    $ 7,388,169
     NOW accounts                  5,558,112      6,310,655
     Savings accounts              6,541,412      6,149,171
     Time accounts                16,980,177     17,580,358
                                 -----------    -----------
                                 $36,329,719    $37,428,353
                                 ===========    ============

  At  December  31, 2002, the scheduled maturities of all  outstanding
  certificates of deposit were as follows:

          Year ending
         December 31st                Amount
         -------------            ------------
              2003                $14,502,238
              2004                    977,745
              2005                    105,621
              2006                    532,363
              2007                    862,210
                                  $16,980,177

  Included in deposits are approximately $5,502,000 and $5,228,500  of
  certificates of deposit in excess of $100,000 at December  31,  2002
  and  2001,  respectively.  Interest expense  on  such  deposits  was
  approximately  $149,000,  $346,400, and $286,500  during  the  years
  ended December 31, 2002, 2001, and 2000, respectively.


<PAGE>


6.OTHER BORROWED FUNDS

  The   Bank   has  established  a  line-of-credit  for  approximately
  $17,750,000  with the Federal Home Loan Bank (FHLB)  to  provide  an
  additional source of operating capital. The current advances,  which
  totalled  $7,003,220 and $2,332,000 at December 31, 2002  and  2001,
  respectively, bore interest at variable rates ranging from 1.42%  to
  3.84%, and are scheduled to mature as follows:

             Year ending
            December 31st              Amount
          ---------------         ---------------
                  2003            $    1,750,000
                  2004                 1,000,000
                  2005                 2,753,220
                  2006                         -
                  2007                   500,000
           2008 and after              1,000,000
                                  ---------------
                                  $    7,003,220
                                  ===============


  This indebtedness is secured by $435,900 of FHLB stock owned by  the
  Bank and a portion of its loan portfolio.

  The  Bank  has  utilized $1,620,000 of its line-of-credit  with  the
  Federal  Home  Loan Bank to acquire letters-of-credit which  it  has
  used to secure public deposits.


7.   INCOME TAXES

  The  source  and tax effect of items reconciling income tax  expense
  to  the amount computed by applying the federal income tax rates  in
  effect  to  income  before income tax expense for  the  years  ended
  December 31, 2002, 2001, and 2000 were as follows:


<TABLE>


                                  2002                   2001                  2000
                          --------------------  --------------------   ------------------
                            Amount       %        Amount        %       Amount        %
                           ----------   ------  ----------   ------    -----------  ------
<S>                        <C>          <C>     <C>          <C>       <C>          <C>
Income before income
  tax  expense             $1,309,085   100.0%  $1,286,829   100.0%    $1,387,070   100.0%
                           ==========   ======  ==========   ======    ==========   ======
Income tax expense at
  statutory  rate          $  445,089    34.0%  $  437,522    34.0%    $  471,604    34.0%
Tax-exempt interest income
  and nondeductible
  interest cost              ( 12,216)   (0.9)  (    9,722)  ( 0.7 )   (    9,438)  ( 0.7 )
Other                        (  3,114)   (0.3)  (    2,618)  ( 0.2 )       10,492     0.8
                           ----------   ------  ----------   ------    -----------  ------
                           $  429,759    32.8%  $  425,182    33.1%    $  472,658    34.1%
                           ==========   ======  ==========   ======    ==========   ======



</TABLE>


7.   INCOME TAXES (continued)

  The  components  of  income  tax  expense  during  the  years  ended
  December 31, 2002, 2001, and 2000 were as follows:


                                         2002         2001         2000
                                     ----------   ----------    ----------
     Current tax expense             $  426,069   $  403,235    $  486,253
     Deferred tax expense (benefit)       3,690       21,947       (13,595)
                                     ----------   ----------    ----------
                                     $  429,759   $  425,182    $  472,658
                                     ==========   ==========    ==========


  Bancshares  records  deferred income taxes  on  the  tax  effect  of
  temporary  differences.  Deferred  tax  assets  are  subject  to   a
  valuation allowance if their realization is less than fifty  percent
  probable.  Deferred tax assets (liabilities) were comprised  of  the
  following at December 31, 2002 and 2001:

                                                      2002         2001
                                                   ----------   ----------
     Depreciation                                  ($108,024)   ($107,006)
     Stock dividends                               (  28,567)   (  24,247)
     Unrealized gains on securities                (  21,688)   (  12,461)
                                                   ----------   ----------
     Gross deferred tax liability                  ( 158,279)   ( 143,714)
                                                   ----------   ----------
     Reserve for loan losses                          79,409       79,409
     Write-downs of foreclosed property               18,924       27,627
     Deferred compensation                            57,970       47,619
                                                   ----------   ----------
     Gross deferred tax assets                       156,303      154,655
     Less: deferred tax assetvaluation allowance           -           -
                                                   ----------   ----------
       Net deferred tax asset (liability)          ($  1,976)    $ 10,941
                                                   ==========   ==========

8. EMPLOYEE BENEFITS

  The  Bank maintains a 401(k) savings plan for which the majority  of
  its  employees are eligible. The employer contributes  to  the  plan
  based  on the discretion of the Board of Directors. The Bank matches
  50%  of  employee contributions up to 6% of each employee's  salary.
  The  Bank recognized expenses relating to this plan of approximately
  $14,000,  $16,000, and $16,700 during the years ended  December  31,
  2002, 2001, and 2000, respectively.



<PAGE>


8. EMPLOYEE BENEFITS (continued)

  The  Bank  maintains a deferred compensation agreement with  several
  directors.  Upon  retirement, the Bank will pay the directors  their
  deferred  compensation  plus interest. The Bank  is  the  owner  and
  beneficiary  of  several insurance policies covering  the  lives  of
  these directors.

  The  Bank  also  maintains a supplemental executive retirement  plan
  agreement  with its president. Upon retirement, or in the  event  of
  death,  the  president, or his designated beneficiary, will  receive
  the  benefit  over  a  20 year period. The Bank  is  the  owner  and
  beneficiary  of  an  insurance  policy  covering  the  life  of  the
  president.  If  employment is terminated "without  cause"  prior  to
  retirement,  the  Bank will pay the president his  accrued  benefit,
  which  is  based on the number of months of completed service  since
  January, 1996.


9.   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 financing  needs
  of  its  customers. These financial instruments include  commitments
  to  extend  credit and standby letters of credit. These  instruments
  involve,  to  varying degrees, elements of credit and interest  rate
  risk  in excess of the amount recognized in the consolidated balance
  sheets.

  The   Bank's  exposure  to  credit  loss  is  represented   by   the
  contractual  amount  of these commitments. The Bank  uses  the  same
  credit  policies  in making commitments and conditional  obligations
  as  it  does  for  financial instruments  recorded  on  its  balance
  sheets.

  Commitments to Extend Credit

    Commitments  to  extend  credit are  agreements  to  lend  to  a
    customer,  as  long as there is no violation  of  any  condition
    established  in the contract. Commitments generally  have  fixed
    expiration  dates or other termination clauses and  may  require
    the  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  amount  of collateral  obtained,  if  it  is
    deemed necessary by the Bank upon extension of credit, is  based
    on  management's credit evaluation of the customer. At  December
    31,  2002,  unfunded  loan  commitments  totalled  approximately
    $3,283,000.

    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.   These  lines-of-credit  are  uncollateralized   and
    usually do not contain a specified maturity date and may not  be
    drawn upon to the total extent to which the Bank is committed.


<PAGE>


9. FINANCIAL  INSTRUMENTS (continued)

  Commitments to Extend Credit (continued)

    Standby letters of credit are conditional commitments issued  by
    the  Bank to guarantee the performance of a customer to a  third
    party.  Those guarantees are primarily issued to support  public
    and  private borrowing arrangements, including commercial paper,
    bond  financing, and similar transactions. At December 31, 2002,
    commitments   under   standby   letters   of   credit   totalled
    approximately  $187,000.  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  these  commitments   if   deemed
    necessary. Because these instruments have fixed maturity  dates,
    they do not generally present any significant liquidity risk  to
    the Bank.

    The  Bank  has  not  been required to perform on  any  financial
    guarantees during the past three years. The Bank did  not  incur
    any  losses  on  such commitments during either 2002,  2001,  or
    2000.


  The  estimated fair values of Bancshares's financial instruments  at
  December 31, 2002 and 2001, were as follows (in thousands):

                                              2002               2001
                                     ------------------   ---------------
                                     Carrying     Fair    Carrying   Fair
                                      Amount     Value     Amount   Value
Financial assets:
  Cash and due from banks, interest
    bearing deposits in other banks,
    and federal funds sold            $ 7,226  $  7,226  $  7,435  $  7,435
  Securities available-for-sale         1,157     1,157     2,688     2,688
  Loans receivable (net)               42,553    42,553    36,899    37,262
  Accrued interest receivable             461       461       461       461

Financial liabilities:
  Deposit liabilities                  36,330    36,505    37,428    37,585
  Other borrowed funds                  7,003     7,031     2,332     2,332
  Accrued interest payable                 86        86       144       144


<PAGE>


10.    RELATED PARTY TRANSACTION

  In  the  ordinary course of business, certain officers and directors
  of  the Bank and companies in which they have 10% or more beneficial
  ownership  maintain  a  variety of banking  relationships  with  the
  Bank.  An  analysis  of activity during 2002, 2001,  and  2000  with
  respect  to  loans  to officers and directors  of  the  Bank  is  as
  follows:

                                      2002          2001          2000
                                  -----------   -----------   -----------
    Balance - beginning of year   $ 1,339,399   $ 1,353,120   $ 1,441,636
       Additions                    1,260,682     1,380,886       492,406
       Payments                     ( 866,940)   (1,394,607)    ( 580,922)
                                  -----------   -----------   -----------
     Balance - end of year        $ 1,733,141   $ 1,339,399   $ 1,353,120
                                  ===========   ===========   ===========


  Included  in  deposits are deposits from directors, officers,  their
  immediate  families, and related companies. These accounts  totalled
  approximately  $1,573,000 and $1,499,000 at December  31,  2002  and
  2001, respectively.


11. RESTRICTIONS OF RETAINED EARNINGS

  The  Bank,  as  a state chartered Bank, is subject to  the  dividend
  restrictions   set   forth   by   the   Commissioner.   Under   such
  restrictions,  the Bank may not, without the prior approval  of  the
  Commissioner, declare dividends in excess of the sum of the  current
  year's  retained  net earnings (as defined) plus  the  retained  net
  earnings  (as  defined) from the prior year. The Bank  can  declare,
  without  the  approval  of  the  Commissioner,  dividends  totalling
  $417,658 more than its retained net earnings during the year  ending
  December 31, 2003.


12.  MINIMUM REGULATORY CAPITAL MATTERS

  Both  the  Company  and the Bank are 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 Company's and the Bank's financial statements. Under capital
  adequacy   guidelines  and  the  regulatory  framework  for   prompt
  corrective  action,  the  Company and the Bank  must  meet  specific
  capital  guidelines  that  involve quantitative  measures  of  their
  assets,   liabilities,  and  certain  off-balance  sheet  items   as
  calculated  under  regulatory  accounting  practices.  The   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  Company and the  Bank  to  maintain  minimum
  amounts  and  ratios (set forth in the table on the following  page)
  of total and Tier I capital (as defined in the regulations) to risk-
  weighted assets (as defined), and of Tier I capital (as defined)  to
  average  assets  (as  defined).  Management  believes,  that  as  of
  December 31, 2002 and 2001, both the Company and the Bank meets  all
  capital adequacy requirements to which it is subject.



<PAGE>


12.  REGULATORY MATTERS (continued)

  The  most  recent  notification from the Federal  Deposit  Insurance
  Corporation (as of September 30, 2001) categorized the Bank as  well
  capitalized  under  the regulatory framework for  prompt  corrective
  action.  To  remain  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 below. There are no conditions  or
  events  since  that  notification  that  management  believes   have
  changed the institution's category.

  Capital  amounts and ratios as of December 31, 2002 and  2001,  are
  presented below:

<TABLE>


                                                                                      To be well
                                                                  For capital      capitalized under
                                                                   adequacy        prompt corrective
                                                Actual             purposes        action provisions
                                          ----------------    -----------------    --------------------
                                          Amount     Ratio    Amount     Ratio     Amount      Ratio
                                          ---------  ------  ---------  --------   ---------   --------
<S>                                       <C>         <C>    <C>        <C>        <C>         <C>
As of December 31, 2002:
 Total capital (to risk-weighted assets):
    Consolidated                          $9,757,690  25.1%  3,111,183  >/= 8.0%   N/A         N/A
      Bank only                            6,759,000  17.4%  3,111,280  >/= 8.0%   3,889,100   >/= 10.0%
 Tier I capital (to risk-weighted assets):
    Consolidated                           9,243,049  23.8%  1,555,092  >/= 4.0%   N/A         N/A
      Bank only                            6,271,000  16.1%  1,555,640  >/= 4.0%   2,333,460   >/= 6.0%
 Tier I capital (to average assets):
    Consolidated                           9,243,049  17.5%  2,110,012  >/= 4.0%   N/A         N/A
      Bank only                            6,271,000  11.9%  2,108,360  >/= 4.0%   2,635,450   >/= 5.0%

As of December 31, 2001:
 Total capital (to risk-weighted assets):
    Consolidated                           9,141,611  25.4%  2,874,880  >/= 8.0%   N/A         N/A
      Bank only                            6,302,783  17.6%  2,873,040  >/= 8.0%   3,591,300   >/= 10.0%
 Tier I capital (to risk-weighted assets):
    Consolidated                           8,692,411  24.2%  1,437,440  >/= 4.0%   N/A         N/A
      Bank Only                            5,853,870  16.3%  1,436,520  >/= 4.0%   2,154,780   >/= 6.0%
 Tier I capital (to average assets):
    Consolidated                           8,692,411  17.8%  1,957,280  >/= 4.0%   N/A         N/A
      Bank only                            5,853,870  12.0%  1,952,720  >/= 4.0%   2,440,900   >/= 5.0%



</TABLE>


<PAGE>


13.  SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK

  Most  of  the  Bank's  business activity is with  customers  located
  within  Pointe  Coupee Parish. As of December 31, 2002,  the  Bank's
  receivables  from, guarantees of, and obligations  from  agriculture
  loans  made to sugar cane, cotton, and wheat farmers were considered
  a  concentration.  These loans are generally secured  by  assets  or
  farm  crops, and a large majority of these loans are 90%  guaranteed
  by  the  Farm  Service Agency. The loans are expected to  be  repaid
  from  cash  flow  or  proceeds from the sale of crops.  Loan  losses
  arising  from  lending transactions with farmers  compare  favorably
  with  the  Bank's loan loss experience on its loan  portfolio  as  a
  whole.

  The  distribution  of commitments to extend credit approximates  the
  distribution  of  loans outstanding. Commercial and standby  letters
  of credit were granted primarily to commercial borrowers.

  The  contractual  amounts of credit-related  financial  instruments,
  such  as  commitments  to  extend  credit  and  letters  of  credit,
  represent  the  amounts  of  potential accounting  loss  should  the
  contract  be fully drawn upon, the customer default, and  the  value
  of any existing collateral become worthless.


14.    SUPPLEMENTAL EXPENSE ITEMS

  Supplemental  expense  items during the  years  ended  December  31,
  2002, 2001, and 2000 were as follows:


                                2002        2001        2000
                             ----------  ----------   ----------
     Director fees           $   93,025  $   98,725   $   93,025
                             ==========  ==========   ==========
     Professional fees       $   77,400  $   76,235   $   76,690
                             ==========  ==========   ==========


<PAGE>

   PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                          NEW ROADS, LOUISIANA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


15. BANK ONLY FINANCIAL STATEMENTS



<TABLE>

                     STATEMENTS OF FINANCIAL CONDITION
                         DECEMBER 31, 2002 AND 2001


               ASSETS

                                                                             2002                  2001
                                                                         ------------         -------------
<S>                                                                      <C>                  <C>
Cash and due from banks                                                  $  1,356,047         $   1,669,591
Federal funds sold                                                          4,375,000             4,875,000
                                                                         ------------         -------------
     Cash and cash equivalents                                              5,731,047             6,544,591

Interest bearing deposits in other banks                                    1,495,000               890,000
Securities available-for-sale                                               1,127,227             2,598,460
Federal Home Loan Bank Stock, at cost                                         435,900               423,200
Loans, less allowances for loan losses of $721,999 and $708,724
     at December 31, 2002 and 2001, respectively                           42,552,632            36,899,355
Bank premises and equipment, net                                              529,521               560,598
Accrued interest receivable                                                   461,065               460,813
Other assets                                                                  532,628               308,654
                                                                         ------------         -------------
               Total assets                                              $ 52,865,020         $  48,685,671
                                                                         ============         =============

   LIABILITIES AND STOCKHOLDER'S EQUITY


Liabilities:
     Deposits
          Noninterest-bearing                                            $ 10,202,887         $  10,133,839
          Interest-bearing                                                 29,079,700            30,040,184
                                                                         ------------         -------------
               Total deposits                                              39,282,587            40,174,023

Other borrowed funds                                                        7,003,220             2,332,000
Accrued interest payable                                                       85,913               144,494
Other liabilities                                                             179,715               158,229
                                                                         ------------         -------------
               Total liabilities                                           46,551,435            42,808,746
                                                                         ------------         -------------

Stockholder's equity:
     Common stock; $2.50 par value; 1,000,000 shares authorized;
          309,677 shares issued and outstanding                               774,193               774,193
     Capital surplus                                                        3,475,808             3,475,808
     Undivided profits                                                      2,021,527             1,603,869
     Accumulated other comprehensive income                                    42,057                23,055
                                                                         ------------         -------------
               Total stockholder's equity                                   6,313,585             5,876,925
                                                                         ------------         -------------

                    Total liabilities and stockholder's equity           $ 52,865,020         $  48,685,671
                                                                         ============         =============



</TABLE>


<PAGE>

   PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                      NEW ROADS, LOUISIANA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


15. BANK ONLY FINANCIAL STATEMENTS (continued)


<TABLE>

         STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
          YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000



                                                           2002              2001               2000
                                                      ------------       -----------         ---------
<S>                                                   <C>                <C>                 <C>
INTEREST INCOME
    Interest and fees on loans                        $  2,876,168       $ 3,307,850         3,437,670
    Interest on available-for-sale securities               82,737           224,373           313,749
    Interest on federal funds sold                          38,965           131,605            74,994
    Interest on deposits in other banks                     44,077             6,231            11,545
                                                      ------------       -----------         ---------
       Total interest income                             3,041,947         3,670,059         3,837,958
                                                      ------------       -----------         ---------

INTEREST EXPENSE
    Interest on deposits                                   704,152         1,401,522         1,363,628
    Other borrowed funds                                    84,933            90,956           138,080
    Interest on federal funds purchased                        776               258            12,197
                                                      ------------       -----------         ---------
       Total interest expense                              789,861         1,492,736         1,513,905
                                                      ------------       -----------         ---------

NET INTEREST INCOME                                      2,252,086         2,177,323         2,324,053

    Provision for loan losses                                   -              4,433                 -
                                                      ------------       -----------         ---------

NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                              2,252,086         2,172,890         2,324,053
                                                      ------------       -----------         ---------

NONINTEREST INCOME
    Service charges on deposit accounts                    166,032           162,094           161,247
    Other service charges and fees                         452,237           388,593           394,498
    Net gain on sales of loans                                   -           174,101            20,736
    Net realized gains on sales of
       available-for-sale securities                             -             2,729               -
    Other income                                           121,531            78,690           131,538
                                                      ------------       -----------         ---------
                                                           739,800           806,207           708,019
                                                      ------------       -----------         ---------


</TABLE>


<PAGE>


    PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                       NEW ROADS, LOUISIANA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


15. BANK ONLY FINANCIAL STATEMENTS (continued)


<TABLE>

        STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
          YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


                                                       2002                2001               2000
                                                  ------------       -------------       ------------
<S>                                               <C>                <C>                 <C>
NONINTEREST EXPENSES
    Salaries and employee benefits                $    889,566       $     879,466       $    899,353
    Occupancy expenses                                 170,828             170,421            153,630
    Data processing expenses                            98,046              94,762             95,342
    Other operating expenses                           511,029             532,469            504,300
                                                  ------------       -------------       ------------
                                                     1,669,469           1,677,118          1,652,625
                                                  ------------       -------------       ------------

INCOME BEFORE INCOME
  TAX EXPENSE                                        1,322,417           1,301,979          1,379,447


    Income tax expense                                 429,759             425,182            470,046
                                                  ------------       -------------       ------------

NET INCOME                                             892,658             876,797            909,401


OTHER COMPREHENSIVE INCOME
    Unrealized holding gains (losses) arising
      during the period, net of taxes                   19,002              13,890             76,984
    Less: reclassification adjustment for
      realized gains                                         -              (2,729)               -
                                                  ------------       -------------       ------------
                                                        19,002              11,161             76,984
                                                  ------------       -------------       ------------

COMPREHENSIVE INCOME                              $    911,660       $     887,958       $    986,385
                                                  ============       =============       ============




</TABLE>


<PAGE>


    PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                        NEW ROADS, LOUISIANA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


16. PARENT ONLY FINANCIAL STATEMENTS



<TABLE>


                         BALANCE SHEETS
                   DECEMBER 31, 2002 AND 2001

                           ASSETS


                                                                          2002                2001
                                                                     --------------       -------------
<S>                                                                  <C>                  <C>
Cash in subsidiary bank                                              $   2,952,868        $  2,745,670
Securities available-for-sale                                               30,212              89,125
Accrued interest receivable                                                    163                 471
Investment in subsidiary bank                                            6,313,585           5,876,925
                                                                     --------------       -------------
        Total assets                                                 $   9,296,828        $  8,712,191
                                                                     ==============       =============

             LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
    Due to subsidiary bank                                           $           -        $      3,287
    Other liabilities                                                          245                 583
                                                                     --------------       -------------
        Total liabilities                                                      245               3,870
                                                                     --------------       -------------

STOCKHOLDERS' EQUITY
     Common stock; $2.50 par value; 1,000,000 shares authorized;
        309,677 shares issued; and 308,977 shares outstanding               774,193            774,193
     Capital surplus                                                      1,530,320          1,530,320
     Retained earnings                                                    6,958,247          6,387,898
     Accumulated other comprehensive income                                  42,099             24,186
                                                                     --------------       -------------
                                                                          9,304,859          8,716,597
     Less: 700 shares held in treasury - at cost                             (8,276)            (8,276)
                                                                     --------------       -------------
        Total stockholders' equity                                        9,296,583          8,708,321
                                                                     --------------       -------------

Total liabilities and stockholders' equity                            $   9,296,828       $  8,712,191
                                                                     ==============       =============



</TABLE>



<PAGE>


    PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                      NEW ROADS, LOUISIANA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


16. PARENT ONLY FINANCIAL STATEMENTS (continued)

<TABLE>


          STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
            YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


                                                        2002              2001            2000
                                                    -----------       -------------     ---------

<S>                                                 <C>               <C>               <C>
INCOME
  Interest on available-for-sale securities         $     3,325       $     6,344       $ 21,179
  Interest on loan to subsidiary                              -                 -              -
  Dividends from subsidiary                             475,000         1,100,000              -
                                                    -----------       -------------     ---------
                                                        478,325         1,106,344         21,179
                                                    -----------       -------------     ---------
EXPENSES                                                 16,657            21,494         13,556
                                                    -----------       -------------     ---------

INCOME BEFORE EQUITY (DEFICIT)
  IN UNDISTRIBUTED EARNINGS
  OF SUBSIDIARY                                         461,668         1,084,850          7,623

  Equity (deficit) in undistributed earnings
    of subsidiary                                       417,658          (223,203)       909,401
                                                    -----------       -------------     ---------

INCOME BEFORE INCOME
  TAX EXPENSE                                           879,326           861,647        917,024

  Income tax expense                                          -                 -          2,612
                                                    -----------       -------------     ---------

NET INCOME                                              879,326           861,647        914,412

OTHER COMPREHENSIVE INCOME
  Unrealized holding gains (losses) arising
    during the period, net of taxes                      17,913            16,230         80,868
  Less: reclassification adjustment for
    realized gains                                            -            (2,729)             -
                                                    -----------       -------------     ---------
                                                         17,913            13,501         80,868
                                                    -----------       -------------     ---------

COMPREHENSIVE INCOME                                $   897,239       $   875,148       $995,280
                                                    ===========       =============     =========


</TABLE>


<PAGE>


     PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                         NEW ROADS, LOUISIANA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


16. PARENT ONLY FINANCIAL STATEMENTS (continued)

<TABLE>


                      STATEMENTS OF CASH FLOWS
          YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000



                                                                       2002            2001                 2000

                                                                    -----------    --------------      --------------
<S>                                                                 <C>            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                        $  879,326     $     861,647       $     914,412
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Net accretion of investment security discounts /
        amortization of investment security premiums                       464               824                 712
      Decrease (increase) in other assets                                    -               629                (629)
      Decrease in accrued interest receivable                              308               242               2,828
      Increase (decrease) in other liabilities                          (3,064)                -               2,612
      Undistributed earnings of subsidiaries                          (417,658)          223,203            (909,401)
                                                                    -----------    --------------      --------------
    Net cash provided by operating activities                          459,376         1,086,545              10,534
                                                                    -----------    --------------      --------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturities of available-for-sale securities             56,799            44,653             328,319
                                                                    -----------    --------------      --------------
    Net cash provided by investing activities                           56,799            44,653             328,319
                                                                    -----------    --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Dividends paid                                                      (308,977)         (308,977)           (293,528)
                                                                    -----------    --------------      --------------
    Net cash used in financing activities                             (308,977)         (308,977)           (293,528)
                                                                    -----------    --------------      --------------

Increase in cash                                                       207,198           822,221              45,325

Cash - beginning of year                                             2,745,670         1,923,449           1,878,124

                                                                    -----------    --------------      --------------
Cash - end of year                                                  $2,952,868     $   2,745,670       $   1,923,449
                                                                    ===========    ==============      ==============


</TABLE>