<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION {PRIVATE}
                            WASHINGTON, D.C. 20549

                                  FORM 10-KSB

               Annual Report under Section 13 of the Exchange Act
               of 1934 for the fiscal year ended December 31, 1999

                        Commission File Number 0-16187

                                GRANDBANC, INC.
                           -------------------------
             (Exact name of small business issuer in its charter)

         Maryland                                   52-1332050
--------------------------                        --------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                 Identification Number)

         1800 Rockville Pike, P.O. Box 2022, Rockville, Maryland 20852
         -------------------------------------------------------------
          (Address of principal executive offices)         (Zip Code)

Issuer's telephone number, including area code:                   (301) 770-1300
                                                                  --------------

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

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

                    Common Stock, Par Value $.10 Per Share
                    --------------------------------------
                                Title of Class

Check whether the issuer: (1) filed all reports required to be filed by Sections
13 or 15(d) of the Exchange Act during the past 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
                                                              -------

Check if there is no disclosure of delinquent filers in response to item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in PART III of this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $9,223,208

The aggregate market value of the voting stock held by non-affiliates as of
March 21, 2000 was $4,219,314. For purposes of this calculation, it is assumed
that directors, officers and beneficial owners of more than 5% of the
registrant's outstanding voting stock are affiliates.

The number of shares of common stock outstanding as of March 21, 2000: 4,049,590

                     DOCUMENTS INCORPORATED BY REFERENCE:

     The following lists the documents incorporated by reference and the Part of
the Form 10-KSB into which the document is incorporated:

     1.   Portions of the Annual Report to Stockholders for the fiscal year
          ended December 31, 1999. (Parts I and II)

     2.   Portions of the Proxy Statement for 1999 Annual Meeting of
          Stockholders. (Part III)
Transitional Small Business Disclosure Format (check one): YES          NO   X
                                                               -----       -----
<PAGE>

                          FORWARD-LOOKING STATEMENTS

Part I and Part II of this Annual Report on Form 10-KSB include statements of
management's goals and expectations that are based on assumptions about the
future, including future economic conditions, interest rates, and the financial
condition of the Bank's borrowers, and statements by suppliers of data
processing equipment and services, government agencies, and other third parties
as to Year 2000 compliance and compliance costs. Because of these uncertainties
and the assumptions on which statements in this report are based, the actual
future results may differ materially from those indicated in this report.

                                    PART I

Item 1.  DESCRIPTION OF BUSINESS

General

     GrandBanc, Inc. (the "Corporation"), headquartered in Rockville, Maryland
and incorporated in the State of Maryland in 1983, is a Maryland bank holding
company registered with and subject to the regulation and supervision of the
Board of Governors of the Federal Reserve System ("FRB") under the Bank Holding
Company Act of 1956, as amended (the "Act"). The Corporation's operations
primarily consist of managing the operations of GrandBank (the "Bank"), its
wholly-owned banking subsidiary. The Bank is a Maryland chartered commercial
bank formed in 1979, with offices now located in Montgomery County, Maryland and
the city of Alexandria, Virginia. The Bank is subject to the regulation and
supervision of the Maryland State Commissioner of Financial Regulation (the
"Maryland Commissioner"), the Virginia Commissioner of Financial Institutions
(the "Virginia Commissioner"), and the Federal Deposit Insurance Corporation
(the "FDIC"). As of December 31, 1997, the Bank had 41 employees, all of which
were full time. The executive offices of the Corporation and the Bank are
located at 1800 Rockville Pike, Rockville, Maryland 20852 and its telephone
number is (301) 770-1300.

Business of the Bank

     The Bank, in addition to its headquarters in Rockville, has branch offices
in Bethesda and Germantown, Maryland and Alexandria, Virginia. The Bank is a
full-service community-oriented commercial bank serving small-to-medium sized
businesses, professionals, and individuals in the Washington, DC metropolitan
area.

     The Bank established its Alexandria, Virginia office in connection with the
acquisition of a portfolio of loans, certain other assets, and certain deposits,
from First Commonwealth Financial Corp. and its subsidiary, First Commonwealth
Federal Savings Bank FSB ("FSB"). This transaction, which was completed on
September 20, 1996, and a related private offering of common stock,
substantially increased the assets, liabilities and capital of the Corporation
and the Bank, and significantly altered their operations, as indicated in the
comparison provided elsewhere in this report.

     The Bank offers a full range of commercial and retail banking services,
including commercial and consumer loan and deposit products suited to businesses
and professional and consumer customers. Commercial products include working
capital loans, letters of credit, lines of credit, and real estate loans, along
with deposit products to support the business needs of the customer. Consumer
products include home equity loans, automobile and other personal loans,
overdraft protection through "ChekGuard", home improvement loans, mortgage loans
and deposit products including checking, savings, certificates of deposit, and
individual retirement accounts. The Bank operates three Automated Teller
Machines. The Bank is a member of the Internet shared automated teller system,
the STAR system and the PLUS system, providing 24-hour access to funds.

     The Bank's mission is to provide a high level of personal service to the
local community and also to participate in community service within the
Montgomery County, Alexandria, Virginia, and the Washington, D.C. metropolitan
area. The Bank competes with local and regional commercial banks, savings
associations, mutual



                                       1
<PAGE>

savings banks, credit unions, money market brokers, and other financial
institutions that provide loan and deposit relationships. The Bank competes with
these other institutions for customers by offering competitive products and
services, interest rates, and delivery of quality service and expertise.

Lending Activities

     The Bank's lending activities are broken into three broad types of loan
categories consisting of commercial, real estate and consumer loans. The overall
size and composition of the loan portfolio depends upon the market demand for
credit and management's requirements for liquidity, asset quality and
profitability. The composition of the Bank's loan portfolio is shown on the
following table.

<TABLE>
<CAPTION>
                   A. Loans Outstanding by Type at December 31
                                 (in thousands)

                                                             % of                    % of                   % of
                                                 1999      Portfolio    1998       Portfolio      1997    Portfolio
-------------------------------------------------------------------------------------------------------------------

<S>                                          <C>              <C>    <C>              <C>    <C>              <C>
Real Estate - Mortgage.....................  $  40,988        69%    $  37,659        61%    $ 47,017         61%

Real Estate - Construction.................         94         0           210         1          434          1

Commercial.................................     13,381        23        17,477        28       21,684         28

Consumer...................................      4,530         8         5,954        10        8,311         10
                                             ----------      ---        ------      ----        -----        ---

     Total.................................  $  58,993       100%    $  61,300       100%   $  77,446        100%
                                             =========      ====     =========      ====    =========        ===
</TABLE>



<TABLE>
<CAPTION>
           B. Maturities and Sensitivity to Changes in Interest Rates
                                 (in thousands)

                                                 Due In One                Due After                 Due After
At December 31, 1999                            Year or Less            One-Five Years              Five Years
--------------------------------------------------------------------------------------------------------------

<S>                                              <C>                        <C>                       <C>
Real Estate - Mortgage                           $22,925                    $ 14,055                  $ 4,009
Real Estate - Construction                            94                         ---                      ---
Commercial                                         7,194                       3,307                    2,880
Consumer                                           2,680                       1,597                      252
                                                 -------                    --------                 --------

     Total loans maturities                      $32,893                    $ 18,959                 $  7,141
                                                 =======                    =========                ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                     Variable
Loans with Maturities of One Year or Greater                                Fixed Rate                  Rate
                                                                            ----------                -------

<S>                                                                         <C>                     <C>
Real Estate - Mortgage                                                      $ 16,840                $   1,224
Real Estate - Construction                                                       ---                      ---
Commercial                                                                     1,532                    4,655
Consumer                                                                       1,718                      131
                                                                            --------                ---------
     Total Loans                                                            $ 20,090                $   6,010
                                                                            ========                =========
</TABLE>


Real Estate Mortgage and Construction Loans

     The Bank makes a wide variety of mortgage loan products available to
businesses and individuals. Residential mortgages are made through the Bank's
mortgage lending division, with numerous pricing, term and structuring options
available. The Bank makes home equity lines of credit available to homeowners
for a variety of purposes, with rates based upon the prime rate published in The
                                                                             ---
Wall Street Journal, as well as fixed rate home equity term loans for a variety
-------------------
of purposes including home

                                       2
<PAGE>

improvement. These loans are typically secured by 1- to 4-family, owner occupied
homes in the Washington, D.C. metropolitan area. Commercial mortgages are made
available to businesses and individuals for the purchase or re-finance of
commercial properties such as office buildings, apartment buildings and
industrial buildings located in the Washington, D.C. metropolitan area. These
commercial mortgages generally have adjustable rates of interest based upon the
prime rate as published in The Wall Street Journal, or tied to an index of U.S.
                           ---------------
Government securities, have maturities of five years or less and have
amortizations of 15-30 years. The Bank does not generally make fixed-rate loans
with maturities greater than 15 years for its own portfolio.


     On a limited basis, the Bank makes loans to businesses and individuals to
finance the acquisition, development and construction of real estate. Generally,
the loans are made to entities that are constructing the property for their own
use and have qualified for permanent financing prior to beginning construction.
The Bank's construction loans generally have adjustable rates of interest based
on the prime rate as published in The Wall Street Journal, with terms not
                                  -----------------------
generally exceeding one year.

Commercial Loans

     The Bank makes commercial loans primarily to small- to medium-sized
businesses, professionals, and other individuals who desire specialized and
personalized financial services. The Bank offers a variety of commercial lending
products, including revolving lines of credit, letters of credit, working
capital loans, and loans to finance accounts receivable, inventory, and
equipment. The Bank's commercial loans generally have adjustable rates of
interest based on either the Bank's base lending rate or the prime rate, with
terms not generally exceeding five years. Revolving lines of credit generally do
not exceed terms of one year. Commercial loans are generally secured by accounts
receivable, inventory, other business assets, or real estate.

Consumer Loans

     The Bank makes consumer (installment) loans to individuals for a variety of
personal and household purposes. Such loans generally are at fixed rates for
terms of up to five years. Also, in December, 1996, the Company and the Bank
entered into an agreement that calls for the Bank to develop a credit card
lending program for participants in certain health care plans. Lending began
under this program during 1997. Credit card receivables amounted to $2,099,493
and $3,064,911 at December 31, 1999 and December 31, 1998, respectively.


Delinquencies and Non-Accrual Loans

     All delinquencies over five days are reviewed by loan officers and
management on a weekly basis. Delinquencies greater than 30 days are reviewed by
the Board of Directors on a monthly basis. The Bank's loan policy states that
the transfer of a loan to non-accrual status will occur when there is a
deterioration in the financial condition of the borrower and/or of collateral
such that the collectability of principal and interest is in question or when a
loan becomes contractually 90 days past due, unless, based upon management's
judgment, the loan is well secured and in the process of collection. When a loan
is placed on non-accrual status, all accrued but unpaid interest is reversed
from income and future payments are treated as cash income when received. Refer
to the schedule of non-performing assets and past-due loans on page 4.

     Collection Policy. The loan officer who services a borrower's loan is
     -----------------
responsible for monitoring the borrower's financial condition and reviewing the
file on a regular basis. If the loan becomes delinquent, the officer is
responsible for the collection of the loan. A past due notice is generally sent
when a loan becomes 15 days past due. Thereafter, the account officer makes
contact with the borrower on a regular basis as necessary. The officer is
responsible for keeping the Bank's management up to date on their collection
efforts and new developments regarding the loan's status. As stated above, the
Bank's past due reports are reviewed by management on a weekly basis. When a
loan becomes 90 days delinquent it is to be transferred to non-accrual status
based on the non-accrual guidelines stated above.

     Classified Assets. The Bank reviews the loan portfolio on an ongoing basis
     -----------------
to detect and identify loans that show deterioration in the borrower's financial
condition or collateral values. Each loan is rated through a criteria and
classification system based on the quality of the loan. There are eight ratings
that can be assigned to a loan. These ratings are reviewed on an annual basis.
These ratings are intended to be identical to the ratings used by the Bank's
regulatory agencies. Of the eight ratings, the first four are generally referred
to as "pass" loans, the fifth as "special mention" loans and the sixth, seventh,
and eighth as "substandard," "doubtful," and "loss." When the Bank classifies
loans as either "substandard" or "doubtful," it is required to establish a
specific allowance for loss in an amount deemed prudent by management. When the
Bank classifies a loan as "loss" it is required to establish a specific
allowance equal to 100% of the amount or to charge-off the amount against the
allowance for credit losses. In addition to these specific allowances, the Bank
maintains a general allocation which represents loss allowances which have been
established to recognize the inherent risk associated with lending activities
but have not been allocated to particular loans. The Bank's determination as to
the classification of its assets and the amount of its allowance for credit
losses is subject to review by the FDIC and the Commissioner which can require
the establishment of additional general or specific loss allowances.

     The Bank maintains a Watch List of all loans rated special mention or
worse. The Watch List includes, among other

                                       3
<PAGE>

things, basic information on the loan, its risk rating, allowance percentage
allocated to the loan and the dollar amount of the allowance specifically
reserved against the loan. All changes in risk rating assignments must be
approved by the chief lending officer. Changes also are made on a monthly basis
upon the recommendation of the loan officer responsible for the loan. The Watch
List is reviewed by the Board of Directors on a monthly basis. Performing loans
considered potential nonperforming loans, loans which are not included in the
past-due, nonaccrual or restructured categories, but for which known information
about possible credit problems cause management to be uncertain as to the
ability of the borrowers to comply with the present loan repayment terms,
amounted to approximately $281 thousand at December 31, 1999.

Other Real Estate Owned

     Other real estate owned represents assets acquired in satisfaction of loans
either by foreclosure or deeds taken in lieu of foreclosure.

     Properties acquired are recorded at the lower of cost or fair value minus
estimated selling costs at the time of acquisition with any deficiency charged
to the allowance for credit losses. Thereafter, costs incurred to operate or
carry the properties are charged to operating expense. Gains and losses
resulting from the final disposition of the properties are included in
non-interest expense. Any reductions in value as determined by periodic
re-appraisal of the property, or other means, is either charged to operations or
reserved against the property by an allowance which is funded by a charge to
operations.

     Generally, the Bank obtains appraisals annually by state licensed or
certified appraisers for each property owned at acquisition, and evaluates each
property's value regularly thereafter.

                  C. Non-Performing Assets and Past Due Loans
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                      1999              1998             1997
                                                                                ----------------- ----------------- ----------------

Non-Performing Assets:
<S>                                                                                         <C>               <C>           <C>
     Loans accounted for on a non-accrual basis                                             $592              $535          $ 2,772
     Restructured loans                                                                      ---                --             ----
                                                                                          ------            ------           ------
        Total non-performing loans                                                           592               535            2,272
     Other real estate owned net of allowance                                                114               374            1,435
     Other non-performing assets                                                               0                 0                3
                                                                                          ------            ------           ------
          Total non-performing assets                                                       $706              $909           $4,220
                                                                                          ======            ======           ======
Total non-performing assets to total assets                                                 0.60%             0.83%            4.06%

Total non-performing loans to total loans                                                   1.00%             0.87%            3.58%



Past Due Loans:
     Loans contractually past due 90 days or more as to
          interest or principal payments, still accruing                                 $ 1,187             $ 127             $ 13
     Loans contractually past due 30 days or more through
          90 days as to interest or  principal  payments,  still accruing                  1,422             1,113              350
                                                                                           -----             -----              ---
          Total Past Due Loans                                                           $ 2,609           $ 1,240             $363
                                                                                         =======           =======             ====
</TABLE>

                                       4
<PAGE>

Allowance for Credit Losses

     The allowance for credit losses is established through a provision for
credit losses based on management's evaluation of the risk inherent in the loan
portfolio and the general economy. This evaluation, which includes a review of
the loan portfolio, considers, among other things, the estimated net realizable
value of the underlying collateral, economic conditions, historical loan loss
experience, and other factors. The adequacy of this allowance is reviewed by
management on a quarterly basis and subsequently reviewed by the Board of
Directors. Although the Bank attempts to maintain an allowance adequate to cover
potential losses, there can be no assurance that future losses will not exceed
the Bank's allowance.

                      SUMMARY OF LOAN LOSS EXPERIENCE AND
                          ALLOWANCE FOR CREDIT LOSSES
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                             1999         1998         1997
                                                                         -----------------------------------

<S>             <C>                                                      <C>          <C>          <C>
Balance January 1                                                        $    927     $  1,702     $  1,016
                                                                         --------     --------     --------
Provision (recovery) charged to operating expense                             269           10        1,209)
                                                                         --------     --------     --------

Recoveries:
  Commercial                                                                   12          430           53
  Real Estate - Construction                                                   --           --           --
  Real Estate - Mortgage                                                       36           78           --
  Consumer and other                                                           28            6           10
                                                                         --------     --------     --------

     Total recoveries                                                          76          514           63
                                                                         --------     --------     --------

Charge-offs:
  Commercial                                                                   43          260          322
  Real Estate - Construction                                                   --           --           --
  Real Estate - Mortgage                                                       --          621          234
  Consumer and other                                                          539          418           30
                                                                         --------     --------     --------
     Total charge-offs                                                        582        1,299          586

  Net (charge-offs) recoveries                                               (506)        (785)        (523)
  Allowance acquired                                                           --           --           --
                                                                         --------     --------     --------

Balance December 31                                                      $    690     $    927     $  1,702
                                                                         ========     ========     ========

Average amount of total loans outstanding, net                           $ 58,453     $ 73,176     $ 74,822
Total loans outstanding at December 31, gross                              58,993       61,300       77,446
Loan loss ratios:
  Net charge-offs (recoveries) to average loans outstanding, net             0.87%        1.07%         .70%

Allowance for possible loan losses to total
  loans outstanding December 31                                              1.17%        1.51%        2.20%
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
Allocation of allowance for loan
losses among loan type and % of                       % of              % of               % of
loan type to total loan portfolio            1999   Portfolio   1998   Portfolio  1997    Portfolio
                                 --------------------------------------------------------------------

<S>                                         <C>          <C>   <C>          <C>   <C>          <C>
Commercial ...............                  $   49       23%   $  114       28%   $  560       28%
Real Estate - Construction                       1        0         1        1         5        1
Real Estate - Mortgage ...                     224       69       450       61       745       61
Consumer .................                     304        8       281       10        25       10
Unallocated ..............                     112      N/A        81      N/A       367      N/A
                                            ------             ------             ------
     Total ...............                  $  690             $  927             $1,702
                                            ======             ======             ======
</TABLE>

Investment Portfolio

The Corporation's investment policy is implemented by the Investment Committee,
which is comprised of selected Board members and management. Securities in the
investment portfolio are classified into two categories, held to maturity
("HTM") and available for sale ("AFS"). The available for sale ("AFS")
investment portfolio is managed from an interest income and total return
perspective. As such, securities will at times be sold out of the AFS portfolio
when management deems that a greater return can be earned in another type of
security (including cash) or that the interest rate risk in the balance sheet is
not appropriate for the prevailing micro and macro-economic climate. The AFS
portfolio is marked-to-market on a monthly basis. Changes in the fair value of
the AFS portfolio are excluded from earnings and reported as a separate
component of equity, net of income taxes. The investment portfolio is primarily
comprised of three basis types of securities: U.S. Treasury and U.S. Government
agencies, mortgage-backed obligations (MBSs"), and collateralized mortgage
obligations ("CMOs"). The investments are chosen primarily to provide and
maintain adequate liquidity and to generate a positive return on investments
without undue interest or credit risk. The Corporation utilizes the Federal
Funds market to invest available short term funding. At December 31, 1999, the
Corporation's investments portfolio totaled $ 44,967,011. Refer to Note 4 of the
Notes to the Consolidated Financial Statements contained in Item 7 hereof for
the carrying and fair values of the investment securities portfolio. The
investment portfolio is accounted for in accordance with FAS 115 which was
implemented as of December 31, 1994. Refer to Management's Discussion and
Analysis in Item 6 hereof for a discussion of certain investments. The following
table depicts the matirities and weighted average yields of the investment
securities portfolio by category. Amounts represent stated maturities adjusted
for estimated calls.

                  Investment Securities at December 31, 1999
                                (in thousands)
<TABLE>
<CAPTION>
                                                                   Available for Sale
                                                    --------------------------------------------

                                                      Amortized         Estimated    Weighted
                                                         Cost          Fair Value     Average
                                                                                       Yield
                                                     -------------     ------------ ------------
U.S. Agency:
<S>                                                        <C>                <C>         <C>
           Due in one year or less                         $  500             $489        3.36%
           Due after one year through five years            3,600            3,483        6.21%
           Due after five years through ten years          22,405           20,867        6.45%
                                                           ------           ------
                Total U.S. Agency                          26,506           24,839

Mortgage-backed securities                                 20,709           19,650        6.51%
Other investments                                             420              478        7.00%
                                                           ------           ------
Total Securities Available for Sale                      $ 47,634         $ 44,967        6.38%
                                                         --------         --------
</TABLE>


Deposit Activities

                                       6
<PAGE>

     The Bank offers a wide range of deposit products with varying rates and
terms to meet the banking needs of both individuals and business customers in
the community. The Bank offers checking, interest checking, money market
accounts, savings, and individual retirement accounts ("IRAs"). The Bank also
offers a variety of certificates of deposit with maturities of three months to
five years.

     The average balance of deposits and average interest paid during the years
1999, 1998, and 1997 can be found in the Three Year Average Consolidated Balance
Sheet contained in Item 6 hereof.

     A. Certificate of Deposit of over $100,000 by Maturity at December 31,
                                 (in thousands)

<TABLE>
<CAPTION>
                                                1999              1998             1997
                                          ----------------- ----------------- ----------------

<S>                                                <C>               <C>              <C>
Three months or less                               $ 2,753           $ 4,960          $ 5,591
Over three months through six months                 5,633             3,404            5,110
Over six months through one year                     3,864             4,749            1,760
Over one year                                        2,441             4,138            2,808
                                                     -----             -----            -----
         Total                                    $ 14,691          $ 17,251         $ 15,269
                                                  ========          ========         ========
</TABLE>


Borrowings

     The average amounts of borrowings outstanding during 1999, 1998 and 1997
and the approximate weighted average interest rate thereon are contained in the
Three-Year Average Consolidated Balance Sheet in Item 6 hereof.



Supervision and Regulation

     The Corporation is a bank holding company within the meaning of the Act and
is registered as such with the FRB. The Corporation is required to file with the
FRB an annual report and such other information as the FRB may require pursuant
to the Act. The Corporation is subject to regulation and examination by the FRB,
which may also examine any of the Corporation's subsidiaries.

     Under the Act, a bank holding company must obtain the prior approval of the
FRB before (i) acquiring direct or indirect ownership or control of any class of
voting securities of any bank or bank holding company if, after the acquisition,
the bank holding company would directly or indirectly own or control more than
5% of the class; (2) acquiring all or substantially all of the assets of another
bank or bank holding company; or (3) merging or consolidating with another bank
holding company.

     Under the Act, any company must obtain approval of the FRB prior to
acquiring control of the Corporation or the Bank. For purposes of the Act,
"control" is defined as ownership of more than 25% of any class of voting
securities of the Corporation or the Bank, the ability to control the election
of a majority of the directors, or the exercise of a controlling influence over
management or policies of the Corporation or the Bank.

     The Change in Bank Control Act and the related regulations of the FRB
require any person or persons acting in concert (except for companies required
to make application under the Act,) to file a written notice with the FRB before
the person or persons acquire control of the Corporation or the Bank. The Change
in Bank Control Act defines "control" as the direct or indirect power to vote
25% or more of any class of voting securities or to direct the management or
policies of a bank holding company or an insured bank.

     The Act also limits the investments and activities of bank holding
companies. In general, a bank holding

                                       7
<PAGE>

company is prohibited from acquiring direct or indirect ownership or control of
more than 5% of the voting shares of a company that is not a bank or bank
holding company or from engaging directly or indirectly in activities other than
those of banking, managing or controlling banks, providing services for its
subsidiaries, non-bank activities that are closely related to banking, and other
financially related activities. The activities of the Corporation are subject to
these legal and regulatory limitations under the Act and FRB regulations.

     The Gramm Leach Bliley Act of 1999 (the "GLB Act") made major changes in
the historical restrictions on the non-bank activities of bank holding
companies, and allows affiliations between types of companies that were
previously prohibited. (See "Competition" below.) In general, bank holding
companies that qualify as financial holding companies under the GLB Act may
engage in an expanding list of non-bank activities. The GLB Act also created a
new regulatory framework by expanding the extent to which non-bank and
financially related activities of bank holding companies, including companies
that become financial holding companies under the GLB Act, are subject to
regulation and oversight by regulators other than the FRB. Many of the changes
in law enacted by the GLB Act became effective March 11, 2000, although some
become effective at later dates.

     The FRB also has the power to order a holding company or its subsidiaries
to terminate any activity, or to terminate its ownership or control of any
subsidiary, when it has reasonable cause to believe that the continuation of
such activity or such ownership or control constitutes a serious risk to the
financial safety, soundness, or stability of any bank subsidiary of that holding
company.

     Subsidiary banks of a bank holding company are subject to certain
quantitative restrictions imposed by the Federal Reserve Act on any extension of
credit to, or purchase of assets from, or guarantee or letter of credit on
behalf of the bank holding company or its subsidiaries, and on the investment in
or acceptance of stocks or securities of such holding company or its
subsidiaries as collateral for loans. In addition, provisions of the Federal
Reserve Act and FRB regulations limit the amounts of, and establish required
procedures and credit standards with respect to, loans and other extensions of
credit to officers, directors, and principal shareholders of the Holding Company
and its subsidiaries, and related interests of such persons.

     As a state-chartered commercial bank, the Bank is subject to regulation and
examination primarily by the Commissioner but also by the FDIC. The operations
of the Bank in Virginia also are subject to the oversight of the Virginia
Commissioner and laws of the Commonwealth of Virginia. These agencies, as well
as Federal and State law, extensively regulate various aspects of the Bank's
business including permissible types and amounts of loans, investments and other
activities, capital adequacy (by requiring minimum capital ratios), branching,
and the safety and soundness of banking practices. Both the Commissioner and the
FDIC have substantial authority to regulate unsafe or unsound practices and
violations of law including cease and desist orders, removal of directors and
officers, civil money penalties and, ultimately, appointment of a receiver or
conservator. Banking regulations restrict transactions by banks owned by a bank
holding company, including: (1) loans to and certain purchases from the parent
holding company, principal shareholders, officers, directors, and their
affiliates; (2) investments by the subsidiary bank in the shares or securities
of the parent bank holding company (or any other nonbank affiliates); and (3)
acceptance of such shares or securities as collateral for loans to any borrower.
The Bank's regulators also may review other transactions, such as payments of
management fees by subsidiary banks to affiliated companies. The Bank is subject
to legal limitations on the frequency and amount of dividends that can be paid
to the Corporation. Under Maryland banking regulations, the Bank may not declare
a cash dividend except out of undivided profits, or from its surplus in excess
of 100% of its required capital stock with the prior approval of the
Commissioner, both after providing for due and accrued expenses, losses,
interest and taxes. In addition, the FDIC may restrict the ability of the Bank
to pay dividends if such payments would constitute an unsafe or unsound banking
practice. Also, State and Federal laws regulate the amount of voting stock of a
bank or bank holding company that a person may acquire without prior approval.

     Under Federal Reserve Board regulations, the Bank is required to maintain
noninterest-earning reserves against its transaction accounts (primarily
interest checking and regular checking accounts). The Federal Reserve Board
regulations generally require that, for 1999, reserves of 3% must be maintained
against aggregate transaction

                                       8
<PAGE>

accounts of $44.3 million or less (subject to adjustment by the Federal Reserve
Board) and an initial reserve of $1.329 million plus 10% (subject to adjustment
by the Federal Reserve Board between 8% and 14% and was reduced to 10% effective
April 1, 1992) against that portion of total transaction accounts in excess of
$44.3 million. Since the amount of the Bank's transaction accounts is below the
$44.3 million, the Bank is currently subject to the 3% reserve requirement for
maintaining reserves. Because required reserves must be maintained in the form
of either vault cash, a noninterest-bearing account at a Federal Reserve Bank,
or a pass-through account as defined by the FRB, the effect of this reserve
requirement is to reduce the Bank's interest-earning assets.

Effect of Governmental Action

     Operating results of the Corporation and the Bank are affected by the
policies of various regulatory, fiscal and monetary authorities including the
FRB. Major functions of the FRB, in addition to those set out under Supervision
and Regulation above, are to regulate the supply of bank credit and to deal
generally with economic conditions within the United States, including efforts
to combat recessionary economic conditions and to curb inflationary pressures.
The instruments of monetary policy employed by the FRB for these purposes
influence in various ways the overall levels of bank loans and extensions of
credit, investments and deposits as well as the interest rate paid on
liabilities and received on earning assets. The implementation of these policies
has had a significant effect on the operating results of bank holding companies
and banks in the past and will continue to do so in the future. In view of
changing conditions within the national economy as well as the uncertain effects
of actions by regulatory, fiscal, and monetary authorities, no prediction can be
made as to possible future changes in interest rates, deposit levels or loan
demand, or their effect on the business and earnings of the Corporation and the
Bank. Also, it cannot be predicted whether or in what manner the operation of
the Corporation and the Bank may be affected by any pending or future Federal or
state legislative actions.

Community Reinvestment

     Under the Community Reinvestment Act ("CRA"), as implemented by FDIC
regulations, a financial institution has a continuing and affirmative obligation
consistent with its safe and sound operation to help meet the credit needs of
its entire community, including low and moderate income neighborhoods. The CRA
does not establish specific lending requirements or programs for financial
institutions nor does it limit an institution's discretion to develop the types
of products and services that it believes are best suited to its particular
community, consistent with the CRA. The CRA requires the FDIC, in connection
with its examination of a bank, to assess the institution's record of meeting
the credit needs of its community and to take such record into account in its
evaluation of certain applications by such institution. The CRA rating system
identifies four levels of performance that may describe an institution's record
of meeting community needs: outstanding, satisfactory, needs to improve and
substantial noncompliance. The CRA also requires all institutions to make public
disclosure of their CRA ratings. The Bank received a "Satisfactory" CRA rating
in its most recent examination.

                                       9
<PAGE>

Capital Maintenance

     The FDIC has issued regulations that require banks with deposits insured by
the Bank Insurance Fund ("BIF"), such as the Bank, to maintain minimum levels of
capital. The regulations establish a minimum leverage capital requirement of not
less than 3% core capital to total average assets for banks in the strongest
financial and managerial condition, with a CAMEL Rating of 1 (the highest
examination rating of the FDIC for banks). For all other banks, the minimum
leverage capital requirement is 3% plus an additional cushion of at least 100 to
200 basis points. Core capital is comprised of the sum of common stockholders'
equity, noncumulative perpetual preferred stock (including any related surplus)
and minority interests in consolidated subsidiaries, minus all intangible assets
(other than qualifying mortgage servicing rights and purchased credit card
relationships). At December 31, 1999, the capital ratios of core capital to
total average assets of GrandBank, the Corporation's banking subsidiary, equaled
6.4% which exceeded the minimum leverage requirement.

     The FDIC also requires that banks meet a risk-based capital standard. The
risk-based capital standard requires the maintenance of total capital (which is
defined as core capital and supplementary capital) to risk-weighted assets of 8%
and core capital to risk-weighted assets of 4%. In determining the amount of
risk-weighted assets, all assets, plus certain off balance sheet items are
multiplied by a risk-weight of 0% to 100%, based on the risks the FDIC believes
are inherent in the type of asset or item. The components of core capital are
equivalent to those discussed earlier under the 3% leverage requirement. The
components of supplementary capital currently include cumulative perpetual
preferred stock, certain other preferred stock, mandatory convertible debt
securities, subordinated debt and intermediate term preferred stock, and
allowance for loan and lease losses. Allowance for loan and lease losses
included in supplementary capital is limited to a maximum of 1.25% of
risk-weighted assets. Overall, the amount of capital counted toward
supplementary capital cannot exceed 100% of core capital. Federal law also
prohibits a bank from paying a dividend if it will not meet applicable capital
requirements after the payment.

     In July 1996, the federal bank regulatory agencies, including the FDIC,
issued a joint policy statement regarding the evaluation of commercial banks'
capital adequacy for interest rate risk. Under the policy, the FDIC's assessment
of a bank's capital adequacy includes an assessment of the bank's exposure to
adverse changes in interest rates. The FDIC has determined to rely on its
examination process for such evaluations rather than on standardized measurement
systems or formulas. The FDIC may require banks that are found to have a high
level of interest rate risk exposure or weak interest rate risk management
systems to take corrective actions. Management believes its interest rate risk
management systems and its capital relative to its interest rate risk are
adequate.

     At December 31, 1999, the Bank's total capital to risk-weighted assets was
11.0% and the Bank's core capital to risk-weighted assets was 10.1%, both
exceeding the FDIC risk-based capital requirement.

Prompt Corrective Action

     The Federal Deposit Insurance Act establishes a system of prompt corrective
action to resolve the problems of undercapitalized institutions. The FDIC's
Prompt Corrective Action rules require the FDIC to take certain supervisory
actions against undercapitalized institutions for which it is the primary
federal regulator, the severity of which depends upon the categories consisting
of "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized." Regulatory
action taken will depend on the level of capitalization

                                       10
<PAGE>

of the institution and may range from restrictions on capital distributions and
dividends to seizure of the institution. Generally, subject to narrow
exceptions, FDICIA authorizes the banking regulators to specify the ratio of
tangible capital to assets at which an institution becomes critically
undercapitalized and requires that ratio to be no less than 2% of assets. The
Federal Deposit Insurance Act also allows the regulator to downgrade an
institution if the institution is determined to be in an unsafe or unsound
condition or to be engaging in unsafe or unsound practices. Such a downgrading
may result in an otherwise "adequately capitalized" institution with other
problems being subject to supervisory actions as if it were classified as
"undercapitalized." FDIC rules generally provide that an insured institution
that has total risk-based capital of less than 8%, core capital of less than 4%,
or a leverage ratio that is less than 4% would be considered to be
"undercapitalized," an insured institution that has total risk-based capital
less than 6%, core capital of less than 3%, or a leverage ratio that is less
than 3% would be considered to be "significantly undercapitalized," and an
insured institution that is "undercapitalized," "significantly
undercapitalized," or "critically undercapitalized" becomes immediately subject
to certain regulatory restrictions, including, but not limited to, restrictions
on growth, investment activities, capital distributions and affiliate
transactions. The filing of a capital restoration plan, which must be guaranteed
by any parent holding company, is also required. In addition, "critically
undercapitalized" institutions must receive prior written approval from the FDIC
to engage in any material transaction other than the normal course of business.
Subject to a narrow exception, a receiver or conservator must be appointed for
any critically undercapitalized institution within 90 days after it becomes
critically undercapitalized.

Insurance of Deposit Accounts

        The FDIC has established a risk-based deposit insurance premium
assessment system for insured depository institutions. Under the system, the
assessment rate for an insured depository institution depends on the assessment
risk classification assigned to the institution by the FDIC, which is determined
by the institution's capital level and supervisory evaluations. Institutions are
assigned to one of three capital groups -- well-capitalized, adequately
capitalized or undercapitalized -- based on the data reported to regulators for
the date closest to the last day of the seventh month preceding the semi-annual
assessment period. Well-capitalized institutions are institutions satisfying the
following capital ratio standards: (i) total risk-based capital ratio of 10.0%
or greater; (ii) Tier 1 risk-based capital ratio of 6.0% or greater; and (iii)
Tier 1 leverage ratio of 5.0% or greater. Adequately capitalized institutions
are institutions that do not meet the standards for well-capitalized
institutions but that satisfy the following capital ratio standards: (i) total
risk-based capital ratio of 8.0% or greater; (ii) Tier 1 risk-based capital
ratio of 4.0% or greater; and (iii) Tier 1 leverage ratio of 4.0% or greater.
Undercapitalized institutions consist of institutions that do not qualify as
either well-capitalized or adequately capitalized institutions. Within each
capital group, institutions are assigned to one of three subgroups on the basis
of supervisory evaluations by the institution's primary supervisory authority
and such other information as the FDIC determines to be relevant to the
institution's financial condition and the risk posed to the deposit insurance
fund. Subgroup A consists of financially sound institutions with only a few
minor weaknesses. Subgroup B consists of institutions that demonstrate
weaknesses that, if not corrected, could result in significant deterioration of
the institution and increased risk of loss to the deposit insurance fund.
Subgroup C consists of institutions that pose a substantial probability of loss
to the deposit insurance fund unless effective corrective action is taken.

        Supervision, regulation and examination of the Bank and the Corporation
by the bank regulatory agencies are intended primarily for the protection of
depositors rather than for holders of Bank or Corporation stock.

        Under the Federal Deposit Insurance Act, insurance of deposits may be
terminated by the FDIC upon a finding that the institution has engaged in unsafe
or unsound practices, is in an unsafe or unsound condition to continue
operations, or has violated any applicable law, regulation, rule, order or
condition imposed by the FDIC. The management of the Bank does not know of any
practice, condition or violation that might lead to termination of deposit
insurance.


Competition

                                       11
<PAGE>

        In order to compete effectively, the Bank relies substantially on local
commercial and consumer activity; personal contacts by its directors, officers,
other employees and shareholders; personalized services; and its reputation in
the communities it serves.

        The Bank presently competes within its market area with numerous bank
subsidiaries of larger bank holding companies, including the subsidiaries of
regional bank holding companies with principal operations in states other than
Maryland. It also competes with numerous independent banks, thrift institutions,
credit unions, and various other nonbank financial companies.

        The banking business in Maryland and Virginia generally, and the Bank's
primary service areas specifically, are highly competitive with respect to both
loans and deposits. As noted above, the Bank competes with many larger banking
organizations that have offices over a wide geographic area. These larger
institutions have certain inherent advantages, such as the ability to finance
wide ranging advertising campaigns and promotions and to allocate their
investment assets to regions offering the highest yield and demand. They also
offer services such as international banking, which are not offered directly by
the Bank (but could be offered indirectly through correspondent institutions);
and by virtue of their larger total capitalization (legal lending limits to an
individual consumer or corporation are limited to a percentage of the Bank's
total capital accounts), such banks have substantially higher lending limits
than does the Bank. Other entities, both governmental and in private industry,
raise capital through the issuance and sale of debt and equity securities and
thereby indirectly compete with the Bank in the acquisition of deposits.

        In addition to competing with other commercial banks and thrift
institutions, commercial banks such as the Bank compete with nonbank financial
institutions for funds. For instance, yields on corporate and government debt
and equity securities affect the ability of commercial banks to attract and hold
deposits. Commercial banks also compete for available funds with money market
instruments, which are not subject to interest rate ceilings. Such money market
funds have provided substantial competition to banks for deposits, and it is
anticipated they may continue to do so in the future.

        The FRB may approve an application of an adequately capitalized and
adequately managed bank holding company to acquire control of, or acquire all or
substantially all of the assets of, a bank located in a state other than such
holding company's home state, without regard to whether the transaction is
prohibited by the laws of any state. The FRB may not approve the acquisition of
a bank that has not been in existence for the minimum time period (not exceeding
five years) specified by the statutory law of the host state. The FRB may not
approve an application if the applicant (and its depository institution
affiliates) controls or would control more than 10% of the insured deposits in
the United States or 30% or more of the deposits in the target bank's home state
or in any state in which the target bank maintains a branch. Federal banking
agencies, effective June 1, 1997, also may approve interstate merger
transactions without regard to whether such transaction is prohibited by the law
of any state, unless the home state of one of the banks expressly prohibits
merger transactions involving out-of-state banks.

        The States of Maryland and Virginia each had previously enacted
reciprocal interstate banking statutes that authorized banks and thrift
institutions, and their holding companies, in those states to be acquired by
regional banks and thrift institutions, or their holding companies, in
designated states, and permitted Maryland and Virginia banks and thrift
institutions, and their holding companies, to acquire banks and thrift
institutions in designated states, if such jurisdictions have enacted reciprocal
statutes. In 1996, the States of Maryland and Virginia each adopted legislation
allowing out of state financial institutions to merge with their banks and to
establish branches in Maryland and Virginia, respectively, subject to certain
limitations. The Bank's establishment of a branch in Alexandria Virginia was
made possible by these laws. The effect of the federal and state legislation,
however, may be to increase competition within the States of Maryland and
Virginia among banking and thrift institutions.

        The GLB Act permits the creation of a new type of regulated entity, the
financial holding company, that can offer a broad range of financial products.
These new financial holding companies may engage in banking as well as types of
securities, insurance, and other financial activities that had been prohibited
for bank holding companies

                                       12
<PAGE>

under prior law. The GLB Act also permits banks with or without holding
companies to establish and operate financial subsidiaries that may engage in
most financial activities in which financial holding companies may engage.
Competition may increase as bank holding companies and other large financial
service companies take advantage of the new activities and provide a wider array
of products. By removing historical restrictions on affiliations between banks
and certain type of companies, the GLB Act expands the number of potential
acquirers of existing banks and bank holding companies, and makes it possible
for bank holding companies to acquire new types of existing businesses.

Year 2000

        Many computer programs in use prior to the end of 1999 had not been
designed to properly recognize years after 1999. If not corrected, these
programs could have resulted in system and processing failures or create
erroneous results. The year 2000 ("Y2K") issue affected the entire banking
industry because of its reliance on computers and other equipment that use
computer chips, and may have significant adverse effects on banking customers,
bank regulators, and the general economy.

        The Corporation initiated the process of preparing its computer systems
and applications for the Year 2000 in 1997.

        The Corporation's computer systems and business processes successfully
handled the date change from December 31, 1999 to January 1, 2000. The Company
is not aware of any significant year 2000 problems encountered internally or
with third parties with which interfaces or receives services.

        Based on operations since January 1, 2000, the Corporation does not
expect any significant impact to its ongoing operations as a result of the year
2000 issue. However, the corporation will continue to follow its Y2K plan into
the year 2000.


Item 2. DESCRIPTION OF PROPERTY

        The main office of the Corporation and the Bank is located at Twinbrook
Square, 1800 Rockville Pike, Rockville, Maryland. The premises are leased under
an agreement that expires in 1999. The Bank leases two branches; the Germantown
location is operating under a lease which expires in 2005, the River Road,
Bethesda location operates under a lease which expire in 2002. The Bank owns the
building located at 7535 Old Georgetown Road, Bethesda, Maryland. The Bank
acquired this building in February 12, 1999. Facility Holdings, Inc., a wholly
owned, direct subsidiary of the Company, also owns a 6,000 square foot office
building in Alexandria, Virginia that is leased to the subsidiary Bank. The
Company considers these properties suitable and adequate for current operations.
During 1999, the Bank incurred rental expenses for properties totaling $393,046.
Refer to Note 5--"Bank Premises and Equipment" on pages 18 and 19 of the Annual
Report, which is hereby incorporated by reference.

Item 3. LEGAL PROCEEDINGS

        Note 14 --"Litigation" on page 29 of the Annual Report is hereby
incorporated by reference.

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

        No matters were submitted to a vote of the Corporation's security
holders during the quarter ended December 31, 1999, through solicitation of
proxies or otherwise.



                                    PART II

Item 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                                       13
<PAGE>

        The section entitled "Market for the Common Equity and Related
Stockholder Matters" on page 6 of the Annual Report is hereby incorporated by
reference. For information regarding regulatory restrictions on the Bank's, and,
therefore, the Corporation's payment of dividends, see Note 13 -- "Regulatory
Matters" on pages 23 and 24 of the Annual Report, which hereby is incorporated
by reference.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        The section entitled "Selected Financial Data" on page "i" of the Annual
Report and the section entitled "Management's Discussion and Analysis" on pages
2 through 7 in the Annual Report are hereby incorporated by reference.

Item 7. FINANCIAL STATEMENTS

        The Consolidated Financial Statements, Notes to Consolidated Financial
Statements and Independent Auditors' Report on pages 8 through 28 in the Annual
Report, which are listed under Item 13 herein, are incorporated herein by
reference. The remaining information appearing in the Annual Report is not
deemed to be filed as part of this Report, except as expressly provided herein.



Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        Not applicable.

                                   PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16 (a) OF THE EXCHANGE ACT

        The information relating to the Directors and Executive Officers of the
Corporation on pages 3 and 4 and "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" on page 7 of the Corporation's definitive proxy
statement for the Corporation's 2000 Annual Meeting of Stockholders (the "Proxy
Statement") is hereby incorporated by reference.

                                       14
<PAGE>

Item 10. EXECUTIVE COMPENSATION

         The section entitled "Executive Compensation and Other Benefits" on
pages 5 and 6 of the Proxy Statement are hereby incorporated by reference.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Page 2 of the Proxy Statement relating to security ownership of certain
beneficial owners and management is hereby incorporated herein by reference.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The section entitled "Certain Transactions" on page 7 of the Proxy
Statement is incorporated herein by reference.


Item 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  The following financial statements of the Corporation included in
              the Annual Report to stockholders for the year ended December 31,
              1999 are incorporated by reference in Item 7 of this Report. The
              remaining information appearing in the Annual Report to
              stockholders is not deemed to be filed as part of this Report
              except as expressly provided herein. The following financial
              statements are filed as part of this Report:


                   Consolidated Balance Sheets at December 31, 1999 and 1998

                   Consolidated Statements of Income for the Years Ended
                   December 31, 1999, 1998 and 1997

                   Consolidated Statements of Changes in Stockholders' Equity
                   for the Years Ended December 31, 1999, 1998 and 1997

                   Consolidated Statements of Cash Flows for the Years Ended
                   December 31, 1999, 1998 and 1997

                   Notes to Consolidated Financial Statements

                   Independent Auditors' Report



                   All financial statement schedules are omitted as the required
              information is inapplicable or the information is presented in the
              consolidated financial statements or related notes which are
              incorporated by reference in item 7 hereof.

                                       15
<PAGE>

                                  SIGNATURES


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

                                         GRANDBANC, INC.

                                         /s/ Steven K. Colliatie
                                         ---------------------------------------
                                         Steven K. Colliatie
Date: March 28, 2000                     President and Chief Executive Officer

     In accordance with the Securities and Exchange Act of 1934, the following
persons on behalf of the registrant and in the capacities and on the dates
indicated have signed this report below:


March 28, 2000

/s/ Steven K. Colliatie
-----------------------
Steven K. Colliatie
President, Chief Executive Officer and Director


/s/ Domingo Rodriguez
---------------------
Domingo Rodriguez
Chief Financial Officer and Secretary


     A majority of the directors of the Corporation executed a power of attorney
appointing Steven K. Colliatie as their attorney-in-fact, empowering him to sign
this report on their behalf. This power of attorney has been filed with the
Securities and Exchange Commission under Part IV, Exhibit 24 of this Form 10-K
for the year ended December 31, 1999. This report has been signed below by such
attorney-in-fact as of March 28, 2000.


                                     By: /s/ Steven K. Colliatie
                                         ------------------------------------
                                         Steven K. Colliatie
                                         Attorney-in-Fact for Majority of the
                                         Directors of the Corporation

                                       16
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                                 Incorporated
                                                                                                     by
      Exhibit No.   Description                                                                  Reference to
      -----------   -----------                                                                  ------------
<S>   <C>           <C>                                                                          <C>
          3.1       GrandBanc, Inc. Articles of Incorporation, as amended                        Exhibit 3.1
                                                                                                 to Report on
                                                                                                 Form 10-QSB for
                                                                                                 the Quarter
                                                                                                 Ended September
                                                                                                 30, 1999


       3.2          GrandBanc, Inc. Bylaws                                                       Exhibit 3.2
                                                                                                 to Report on
                                                                                                 Form 10-QSB for
                                                                                                 the Quarter
                                                                                                 Ended September
                                                                                                 30, 1999

           4        Form of Common Stock Certificate                                                      *

**       10.1       FWB Corporation 1994 Incentive Stock Option Plan                                      *

**       10.2       GrandBanc, Inc. 1994 Stock Option Plan for Outside Directors                          *

**       10.3       Employment Agreement Dated as of June 1999,                                  Exhibit 10.3
                    by and between GrandBanc, Inc., GrandBank, and                               to Report on
                    Steven K. Colliatie                                                          Form 10-QSB for
                                                                                                 the Quarter
                                                                                                 Ended September
                                                                                                 30, 1999

**       10.4       Form of Employment Agreement Dated December 1998,                            Exhibit 10.2
                    by and between GrandBank, and Domingo Rodriguez                              to Report on
                                                                                                 Form 10-QSB for
                                                                                                 the Quarter
                                                                                                 Ended September
                                                                                                 30, 1999

**       10.5       Form of Employment Agreement Dated December 1998,                            Exhibit 10.1
                    by and between GrandBank, and Gary Hobert                                    to Report on
                                                                                                 Form 10-QSB for
                                                                                                 the Quarter
                                                                                                 Ended September
                                                                                                 30, 1999

         13         Annual Report to Stockholders

         21         Subsidiaries of the Registrant

         23         Consent of Independent Auditors

         24         Power of Attorney
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>   <C>           <C>                                                                          <C>
         27         Financial Data Schedule



         *          Incorporated herein by reference from the Registrant's Annual
                    Report on Form 10-KSB for the year ended December 31, 1995
                    (File No. 0-16187).

         **         Compensatory plan or arrangement

         (b)        The Corporation did not file a report on Form 8-K during the
                    last quarter of the period covered by this report.
</TABLE>