UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                  For the fiscal year ended: December 31, 2000

                                       OR

              | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from _____________to_____________

                         Commission File Number 0-22469

                            LAFAYETTE BANCORPORATION
             (Exact name of registrant as specified in its charter)
                               INDIANA                  35-1605492
                  (State or other jurisdiction          (I.R.S. Employer
              of incorporation or organization)         Identification No.)

                 133 North 4th Street, Lafayette, Indiana 47902
               (Address of Principal Executive Offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (765) 423-7100

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

          Title of each class         Name of each exchange on which registered

                  NONE                Not Applicable

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

                           Common Shares, No Par Value
                                (Title of Class)

<PAGE>



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 [ ]

The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
Registrant  (assuming solely for purposes of this calculation that all directors
and executive  officers of the Registrant are affiliates) valued at the price of
the last trade price of $14.125  reported on the OTC Bulletin  Board as of March
16, 2001, was approximately $54,530,509.

As of March 16, 2001,  there were outstanding  3,957,522  common shares,  no par
value, of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

     (1)   Portions  of  the  Annual   Report  to   Shareholders   of  Lafayette
Bancorporation  for 2000,  to the extent  stated  herein,  are  incorporated  by
reference into Parts I and II.

     (2) Portions of the Proxy  Statement of  Lafayette  Bancorporation  for the
Annual  Meeting of its  Shareholders  to be held  April 9,  2001,  to the extent
stated herein, are incorporated by reference into Part III.

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K (section 229.405 of this chapter) is not contained herein,
and will not 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-K or any amendment to this Form 10-K. [X]


<PAGE>


                                     PART I

ITEM 1. Business.

     General

     Lafayette  Bancorporation  (the  "Corporation")  is a  registered  one-bank
holding company that holds all the outstanding stock of Lafayette Bank and Trust
Company (the "Bank").  The  Corporation  was  incorporated  under Indiana law on
February  16,  1984,  at the  direction of the Board of Directors of the Bank to
facilitate the Bank's adoption of a one-bank holding company structure. The Bank
became a wholly-owned  subsidiary of the Corporation on April 30, 1985, pursuant
to a Plan of  Exchange  in  which  all the  outstanding  stock  of the  Bank was
exchanged for stock of the  Corporation.  Prior to its acquisition of the Bank's
stock, the Corporation  conducted no business or operations.  The  Corporation's
principal  executive  offices are  located at 133 North 4th  Street,  Lafayette,
Indiana 47902 and its telephone number is (765) 423-7100.

     As a bank holding company,  the Corporation  engages in commercial  banking
through  its sole  banking  subsidiary,  the Bank,  and can  engage  in  certain
non-banking  activities and own certain other business corporations that are not
banks, subject to applicable laws and regulations. All references hereinafter to
the activities or operations of the Corporation reflect the Corporation's acting
or operating through the Bank.

     On March 12, 1999,  the Bank  completed the  acquisition  of three branches
from Bank One Indiana,  National Association.  The three branches are located in
DeMotte,  Remington  and  Rensselaer,  in Jasper  County,  Indiana.  This branch
purchase  added   approximately   $117  million  in  deposits  and   represented
approximately  30% of the  deposits  in Jasper  County.  The branch  acquisition
expanded  the  Bank's  market  area into an  additional  county in  northwestern
Indiana.

     The Bank was  chartered  as an Indiana  state-chartered  bank in 1899.  The
Bank's  principal  executive  offices are also  located at 133 North 4th Street,
Lafayette, Indiana 47902 and its telephone number is (765) 423-7100. At December
31, 2000, the Bank was the largest bank  headquartered in Tippecanoe County with
total assets of $741,147,000 and total deposits of $578,297,000.

     Competition

     The banking business is highly competitive.  The Corporation's  market area
consists  principally  of  Tippecanoe,  White and Jasper  Counties  in  Indiana,
although the Bank also competes with other financial institutions in surrounding
counties in Indiana in obtaining  deposits and providing many types of financial
services.  The Corporation  competes with larger regional banks for the business
of companies located in the Corporation's market area.
<PAGE>

     The Bank also competes with savings and loan  associations,  credit unions,
production  credit   associations  and  federal  land  banks  and  with  finance
companies,  personal loan companies, money market funds and other non-depository
financial  intermediaries.  Many of these financial  institutions have resources
many times greater than those of the Bank. In addition, financial intermediaries
such as  money-market  mutual funds and large  retailers  are not subject to the
same  regulations  and laws that govern the operation of traditional  depository
institutions.

     Recent  changes in federal and state law have  resulted in and are expected
to continue to result in increased competition. The reductions in legal barriers
to the acquisition of banks by  out-of-state  bank holding  companies  resulting
from  implementation  of  interstate  banking  legislation  and other recent and
proposed  changes are expected to continue to further  stimulate  competition in
the markets in which the Bank  operates,  although it is not possible to predict
the extent or timing of such increased competition.

     Employees

     The  Corporation  has no compensated  employees.  At December 31, 2000, the
Bank employed 267 full-time  employees and 57 part-time  employees.  The Bank is
not a party to any collective bargaining agreements,  and employee relations are
considered to be good.

     Regulation and Supervision

     The Bank is chartered under the banking laws of the State of Indiana and is
subject to the supervision  of, and is regularly  examined by, the Department of
Financial Institutions (the "DFI") and the Federal Deposit Insurance Corporation
(the "FDIC").  The  Corporation is a bank holding  company within the meaning of
the Bank Holding Company Act (the "BHC Act") and is registered as such with, and
is subject to the supervision of, the Federal Reserve Board (the "FRB"). Certain
legislation and regulations  affecting the businesses of the Corporation and the
Bank are discussed below.

     General.
     -------

     As a bank holding  company,  the Corporation is subject to the BHC Act. The
Corporation reports to, registers with, and is examined by the FRB. The FRB also
has the authority to examine the Corporation's  subsidiaries  which includes the
Bank.

     The FRB requires the Corporation to maintain certain levels of capital. See
"Capital  Standards"  herein. The FRB also has the authority to take enforcement
action  against  any bank  holding  company  that  commits any unsafe or unsound
practice,  violates certain laws, regulations,  or conditions imposed in writing
by the FRB.  See "Prompt  Corrective  Action and Other  Enforcement  Mechanisms"
herein.
<PAGE>

     Under the BHC Act, a company  generally  must obtain the prior  approval of
the FRB before it exercises a controlling  influence over, or acquires  directly
or  indirectly,  more than 5% of the voting shares or  substantially  all of the
assets of any bank or bank holding company. Thus, the Corporation is required to
obtain the prior approval of the FRB before it acquires,  merges or consolidates
with any bank, or bank holding company. Any company seeking to acquire, merge or
consolidate  with the  Corporation  also would be  required  to obtain the FRB's
approval.

     The  Corporation is generally  prohibited  under the BHC Act from acquiring
ownership or control of more than 5% of the voting shares of any company that is
not a bank or bank holding  company and from engaging  directly or indirectly in
activities  other  than  banking,  managing  banks,  or  providing  services  to
affiliates of the holding company. A bank holding company,  with the approval of
the FRB,  may  engage or acquire  the voting  shares of  companies  engaged,  in
activities  that the FRB has  determined to be so closely  related to banking or
managing or controlling banks as to be a proper incident thereto. A bank holding
company  must  demonstrate  that the  benefits  to the  public  of the  proposed
activity  will  outweigh  the  possible  adverse  effects  associated  with such
activity.  Legislation  enacted  in  December  1999  provides  for bank  holding
companies  that satisfy  certain  conditions  to qualify as  "financial  holding
companies"  and  thereby  be  permitted  to  engage in a much  broader  range of
financial activities.

     The FRB generally prohibits a bank holding company from declaring or paying
a cash dividend  which would impose undue  pressure on the capital of subsidiary
banks or would be funded only through borrowing or other arrangements that might
adversely affect a bank holding company's financial  position.  The FRB's policy
is that a bank holding  company  should not  continue its existing  rate of cash
dividends on its common stock unless its net income is  sufficient to fully fund
each dividend and its prospective rate of earnings  retention appears consistent
with its capital needs, asset quality and overall financial condition.

     Transactions between the Corporation,  the Bank and any future subsidiaries
of the Corporation are subject to a number of other  restrictions.  FRB policies
forbid  the  payment  by  bank   subsidiaries   of  management  fees  which  are
unreasonable in amount or exceed the fair market value of the services  rendered
(or, if no market exists, actual costs plus a reasonable profit).  Additionally,
a bank holding  company and its  subsidiaries  are  prohibited  from engaging in
certain tie-in  arrangements in connection with the extension of credit, sale or
lease  of  property,  or  furnishing  of  services.  See  also  "Inter-Corporate
Borrowings" below for a discussion of additional restrictions.
<PAGE>

      Capital Standards.
      -----------------

     The FRB, FDIC and other federal banking  agencies have  risk-based  capital
adequacy  guidelines  intended  to provide a measure of  capital  adequacy  that
reflects the degree of risk associated with a banking organization's  operations
for both transactions reported on the balance sheet as assets, and transactions,
such as letters of credit  and  recourse  arrangements,  which are  reported  as
off-balance  sheet items.  Under these  guidelines,  nominal  dollar  amounts of
assets and credit  equivalent  amounts of off-balance sheet items are multiplied
by one of several risk  adjustment  percentages,  which range from 0% for assets
with low credit risk, such as certain U.S.  government  securities,  to 100% for
assets with  relatively  higher credit risk, such as business loans. On March 2,
1999,  the four  federal  banking  agencies  published  in the Federal  Register
uniform  final rules that  amended the leverage  capital  standards to make them
more uniform and streamlined and amended the risk-based  standards applicable to
three types of assets. The new standards became effective on April 1, 1999.

     A banking organization's risk-based capital ratios are obtained by dividing
its qualifying capital by its total  risk-adjusted  assets and off-balance sheet
items. The regulators measure  risk-adjusted  assets and off-balance sheet items
against  both total  qualifying  capital  (the sum of Tier 1 capital and limited
amounts of Tier 2 capital) and Tier 1 capital. Tier 1 capital consists of common
stock, retained earnings,  noncumulative  perpetual preferred stock and minority
interests in certain  subsidiaries,  less most other intangible  assets.  Tier 2
capital may  consist of a limited  amount of the  allowance  for loan losses and
certain other instruments with some  characteristics of equity. The inclusion of
elements  of Tier 2 capital  are  subject  to  certain  other  requirements  and
limitations  of the federal  banking  agencies.  Since  December 31,  1992,  the
federal  banking  agencies have  required a minimum  ratio of  qualifying  total
capital to risk-adjusted assets and off-balance sheet items of 8%, and a minimum
ratio of Tier 1 capital to risk-adjusted  assets and off-balance  sheet items of
4%.

     In  addition  to the  risk-based  guidelines,  federal  banking  regulators
require banking  organizations to maintain a minimum amount of Tier 1 capital to
total  assets,  referred to as the leverage  ratio.  For a banking  organization
rated in the highest of the five  categories  used by regulators to rate banking
organizations,  the minimum  leverage ratio of Tier 1 capital to total assets is
3%;  all other  institutions  are  required  to have a minimum  ration of 4%. In
addition to these uniform risk-based capital guidelines and leverage ratios that
apply across the industry,  the regulators have the discretion to set individual
minimum capital  requirements for specific  institutions at rates  significantly
above the minimum guidelines and ratios.

     For a detailed  discussion of the regulatory  capital  requirements and the
Corporation's  and Bank's  compliance  with  those  requirements,  see  "Capital
Adequacy" in  Management's  Discussion  and Analysis of Financial  Condition and
Results  of  Operations  and  Note  [14]  of  Notes  to  Consolidated  Financial
Statements.

     The  Federal  Deposit  Insurance   Corporation   Improvement  Act  of  1991
("FDICIA")  required  the federal  financial  institution  agencies to prescribe
standards  for assessing  interest rate risk,  which is the exposure of a bank's
earnings  and capital  arising from adverse  movements  in interest  rates.  The
banking  agencies  issued a joint policy  statement on interest rate risk in May
1996 that describes prudent methods for monitoring such risk that rely primarily
on the  maintenance  of adequate  internal risk  measurement  systems and active
oversight of risk  management  activities  by the Board of Directors  and senior
management.
<PAGE>

     Prompt Corrective Action and Other Enforcement Mechanisms.
     ---------------------------------------------------------

     FDICIA  requires  each  federal  banking  agency to take prompt  corrective
action to resolve the problems of insured depository institutions, including but
not  limited  to those  that fall  below one or more of the  prescribed  minimum
capital  ratios.  The law requires  each federal  banking  agency to  promulgate
regulations   defining  the  following  five  categories  in  which  an  insured
depository institution will be placed, based on the level of its capital ratios:
well-capitalized,   adequately  capitalized,   undercapitalized,   significantly
undercapitalized and critically undercapitalized.

     The federal banking agencies have issued uniform  regulations  implementing
the  prompt  corrective  action  provisions  of FDICIA.  An  insured  depository
institution  generally will be classified in the following  categories  based on
capital measures indicated below:

     "Well-Capitalized":
     ----------------

          Total  risk-based  capital  of 10% or more;  Tier 1  risk-based  ratio
          capital of 6% or more; and Leverage ratio of 5% or more.

     "Adequately Capitalized":
     ----------------------

          Total risk-based  capital of at least 8%; Tier 1 risk-based capital of
          at least 4%; and Leverage ratio of at least 4%.

     "Undercapitalized":
     ----------------

          Total risk-based  capital less than 8%; Tier 1 risk-based capital less
          than 4%; or Leverage ratio less than 4%.

     "Significantly Undercapitalized":
     ------------------------------

          Total risk-based  capital less than 6%; Tier 1 risk-based capital less
          than 3%; or Leverage ratio less than 3%.

     "Critically Undercapitalized":
     ---------------------------

          Tangible equity to total assets less than 2%.
<PAGE>

     An  institution  that,  based upon its capital  levels,  is  classified  as
well-capitalized,  adequately capitalized, or undercapitalized may be treated as
though it were in the next lower  capital  category if the  appropriate  federal
banking agency,  after notice and  opportunity  for hearing,  determines that an
unsafe or unsound  condition  or an unsafe or  unsound  practice  warrants  such
treatment.  At each successive  lower capital  category,  an insured  depository
institution  is subject to more  restrictions.  The  federal  banking  agencies,
however,  may not treat an institution as "critically  undercapitalized"  unless
its capital ratio actually warrants such treatment.

     If an  insured  depository  institution  is  undercapitalized,  it  will be
closely  monitored by the appropriate  federal banking agency.  Undercapitalized
institutions  may be required to submit an acceptable  capital  restoration plan
with  a  guarantee  of  performance  issued  by  the  holding  company.  Further
restrictions  and  sanctions  are  required to be imposed on insured  depository
institutions that are critically undercapitalized. The most important additional
measure is that the  appropriate  federal  banking  agency is required to either
appoint a receiver for the institution  within 90 days or obtain the concurrence
of the FDIC in another form of action.

     In  addition  to  measures  taken  under  the  prompt   corrective   action
provisions,  commercial  banking  organizations  may  be  subject  to  potential
enforcement actions by the federal regulators for unsafe or unsound practices in
conducting  their  businesses or for violations of any law, rule,  regulation or
any condition imposed in writing by the agency or any written agreement with the
agency.  Enforcement  actions may include the  imposition  of a  conservator  or
receiver,  the  issuance  of a  cease-and-desist  order  that can be  judicially
enforced,  the termination of insurance of deposits (in the case of a depository
institution),   the  imposition  of  civil  money  penalties,  the  issuance  of
directives to increase capital,  the issuance of formal and informal agreements,
the issuance of removal and  prohibition  orders against  institution-affiliated
parties and the enforcement of such actions  through  injunctions or restraining
orders  based  upon a prima  facie  showing by the  agency  that such  relief is
appropriate. Additionally, a holding company's inability to serve as a source of
strength to its subsidiary  banking  organizations  could serve as an additional
basis for a regulatory action against the holding company.

     As discussed in the "Capital  Adequacy" section of Management's  Discussion
and  Analysis of Financial  Condition  and Results of  Operations  in the Annual
Report to Shareholders and Note 14 to the Corporation's  Financial Statements,
which are  incorporated  herein by  reference,  the  consolidated  and bank-only
capital levels were significantly  reduced as a result of the Bank's acquisition
of the  three  Jasper  County  branches  on March 12,  1999.  In  response,  the
Corporation borrowed  $14,000,000 and contributed  $13,000,000 of capital to the
Bank for the Bank to maintain its  well-capitalized  status.  As of December 31,
1999,  the  Bank  was  categorized  as  well-capitalized  under  the  regulatory
framework for prompt corrective  action,  but the Corporation was categorized as
undercapitalized  as of December 31, 1999, as the total capital ratio was 7.99%,
slightly below the 8% minimum.  Although the Corporation's  capital was slightly
below the minimum at December 31, 1999,  no  corrective  action was initiated by
the banking  regulatory  authorities.  The  Corporation  returned to  adequately
capitalized  status as of March 31,  2000 and  maintained  that  status  through
December 31, 2000. See Items 7 and 8 below.
<PAGE>

     Safety and Soundness Standards.
     ------------------------------

     FDICIA also implemented  certain specific  restrictions on transactions and
required the  regulators  to adopt overall  safety and  soundness  standards for
depository  institutions  related to internal  control,  loan  underwriting  and
documentation,  and asset  growth.  Among  other  things,  for  undercapitalized
institutions  FDICIA  limits the  interest  rates paid on  deposits,  the use of
brokered  deposits  and  the  aggregate  extension  of  credit  by a  depository
institution to an executive officer, director,  principal stockholder or related
interest,  and  reduces  deposit  insurance  coverage  for  deposits  offered by
undercapitalized   institutions  for  deposits  by  certain  employee   benefits
accounts.

     The FDICIA also  required the agencies to  establish  safety and  soundness
standards for insured  financial  institutions  covering (1) internal  controls,
information  systems and internal audit  systems;  (2) loan  documentation;  (3)
credit  underwriting;   (4)  interest  rate  exposure;  (5)  asset  growth;  (6)
compensation,   fees  and  benefits;  (7)  asset  quality,  earnings  and  stock
valuation;  and (8) excessive compensation for executive officers,  directors or
principal shareholders which could lead to material financial loss. The agencies
have adopted guidelines covering most of these items.

     Restrictions on Dividends and Other Distributions.
     -------------------------------------------------

     The power of the board of directors of an insured depository institution to
declare a cash dividend or other distribution with respect to capital is subject
to statutory and regulatory  restrictions  which limit the amount  available for
such  distribution  depending  upon the earnings,  financial  condition and cash
needs  of the  institution,  as  well as  general  business  conditions.  FDICIA
prohibits  insured  depository  institutions  from paying management fees to any
controlling  persons  or,  with  certain  limited  exceptions,   making  capital
distributions,  including dividends, if, after such transaction, the institution
would be undercapitalized.

     An FRB policy  statement  provides that a bank holding  company  should not
declare or pay a cash dividend to its  stockholders  if the dividend would place
undue pressure on the capital of its  subsidiary  banks or if the dividend could
be funded only through  additional  borrowings or other  arrangements that might
adversely   affect  the  financial   position  of  the  bank  holding   company.
Specifically,  a bank holding  company  should not continue its existing rate of
cash  dividends on its common stock unless its net income is sufficient to fully
fund  each  consistent  with its  capital  needs,  asset  quality,  and  overall
financial condition.  Further, the Corporation is expected to act as a source of
financial  strength for the Bank and to commit  resources to support the Bank in
circumstances when it might not do so absent such policy.

     The  Corporation's  ability to pay  dividends  depends in large part on the
ability of the Bank to pay dividends to the Corporation. The ability of the Bank
to pay  dividends is subject to  restrictions  set forth in the Indiana  banking
laws and regulations of the FDIC.
<PAGE>

     Under  Indiana  law,  the Bank may declare a dividend  in an amount  deemed
expedient by the Board of Directors of the Bank. Any such dividend, however, may
not (i) impair the capital stock of the Bank,  (ii) be in an amount greater than
the  remainder of undivided  profits then on hand after  deducting  losses,  bad
debts, depreciation, and all other expenses, or (iii) constitute a withdrawal of
any portion of the capital stock of the Bank. In addition,  the Bank must obtain
the prior  approval of the DFI for the  payment of any  dividend if the total of
all  dividends  declared by the Bank during the  calendar  year,  including  the
proposed  dividend  would  exceed the sum of (i) the total of the net profits of
the Bank and (ii) the  retained  net  profits of the Bank for the  previous  two
years.  The amount of "net  profits" is determined  by  subtracting  all current
operating expenses,  actual losses, and all federal,  state and local taxes from
all  earnings  from  current   operations  plus  actual   recoveries  on  loans,
investments and other assets.

     Additionally, under FDICIA, the Bank may not make any capital distribution,
including the payment of dividends,  if after making such  distribution the Bank
would be in any of the  "under-capitalized"  categories  under the FDIC's Prompt
Corrective Action regulations.

     Also, under the Financial Institution's  Supervisory Act, the FDIC also has
the authority to prohibit the Bank from engaging in business practices which the
FDIC  considers  to be unsafe or unsound.  It is  possible,  depending  upon the
financial  condition of the Bank and other  factors,  that the FDIC could assert
that the payment of dividends or other payments in some  circumstances  might be
such an unsafe or unsound practice and thereby prohibit such payment.

     FDIC Insurance Assessments.
     --------------------------

     The FDIC has  established  several  mechanisms to increase funds to protect
deposits insured by the Bank Insurance Fund ("BIF") and the Savings  Association
Insurance Fund ("SAIF"),  both of which are administered by the FDIC. The Bank's
deposits are insured  through BIF except for those  deposits  the Bank  acquired
from the  Resolution  Trust  Corporation  in December,  1990.  This  acquisition
consisted of two branches of the former Hometown Federal Savings Bank in Delphi,
Indiana, and these deposits remain insured through SAIF.

     As required by FDICIA, the FDIC has adopted a risk-based  assessment system
for deposit insurance premiums.  Under this system,  depository institutions are
charged anywhere from zero to $.27 for every $100 in insured domestic  deposits,
based on such institutions'  capital levels and supervisory subgroup assignment.
The FDIC's rules set forth which  supervisory  subgroup  assignments are made by
the FDIC,  the  assessment  classification  review  procedure,  provide  for the
assignment of new institutions to the  "well-capitalized"  assessment group, set
forth when an institution is to make timely adjustments as appropriate,  and set
forth the basis,  and report data, on which capital group  assignments  are made
for insured  branches of foreign banks,  and expressly  address the treatment of
certain lifeline accounts for which special assessment treatment is given.

     The BIF reached its required  1.25 reserve  ratio in 1995,  and in response
the FDIC reduced deposit insurance  assessment rates on BIF-insured  deposits to
historic low levels.  Legislation enacted in September, 1996 included provisions
for the  recapitalization  of the  SAIF.  The  legislation  imposed  a  one-time
assessment in the amount of 65.7 basis points on all SAIF-insured  deposits held
as of March 31, 1996.  The Bank paid an  assessment  in the amount of $31,000 on
the small  portion of its  deposits  that are  SAIF-insured.  As a result of the
payment of the special  assessment and the adoption of regulations  implementing
the legislation,  rates for deposits insured through SAIF have been brought into
parity  with BIF rates.  The BIF and SAIF  deposit  insurance  assessment  rates
currently in effect range from zero to $.27 per $100 of insured  deposits,  with
the healthiest financial institutions, including the Bank, not being required to
pay any deposit insurance premiums.
<PAGE>

     Interstate Banking and Branching.
     --------------------------------

     On September 29, 1994,  the  Riegle-Neal  Interstate  Banking and Branching
Efficiency  Act of  1994  (the  "Interstate  Act")  was  signed  into  law.  The
Interstate Act effectively permits nationwide banking. As of September 30, 1995,
the Interstate Act provides that adequately  capitalized and adequately  managed
bank  holding   companies  may  acquire  banks  in  any  state,  even  in  those
jurisdictions   that  had  previously   barred   acquisitions   by  out-of-state
institutions, subject to deposit concentration limits. The deposit concentration
limits provide that regulatory  approval by the Federal Reserve Board may not be
granted for a proposed  interstate  acquisition  if after the  acquisition,  the
acquiror  on a  consolidated  basis  would  control  more  than 10% of the total
deposits  nationwide  or would  control  more than 30% of  deposits in the state
where the acquiring  institution  is located.  The deposit  concentration  state
limit does not apply for initial acquisitions in a state and, in every case, may
be waived by the state regulatory authority. Interstate acquisitions are subject
to compliance with the Community Reinvestment Act ("CRA").  States are permitted
to  impose  age  requirements  not to  exceed  five  years on  target  banks for
interstate acquisitions.

     Branching  between states may be  accomplished  either by merging  separate
banks located in different  states into one legal entity,  or by establishing de
novo branches in another state.  Interstate  branching by consolidation of banks
was  permitted  beginning  in  June  1,  1997,  except  in  states  that  passed
legislation  prior to that date  "opting-out"  of  interstate  branching.  Banks
located in states that opted out of interstate  branching may not participate in
interstate   branching.   The  laws  of  the  host  state  regarding   community
reinvestment,  fair lending,  consumer  protection  (including usury limits) and
establishment of branches apply to the interstate branches.

     De novo branching by an out-of-state  bank is not permitted unless the host
state  expressly  permits  de novo  branching  by banks from  out-of-state.  The
establishment  of an  initial  de novo  branch in a state is subject to the same
conditions  as apply to initial  acquisition  of a bank in the host state  other
than the deposit concentration limits.  Effective March 14, 1996, Indiana "opted
in" to the interstate branching provision of the Interstate Act.
<PAGE>

     Community Reinvestment Act.
     --------------------------

     A  comprehensive  revision of the  regulations  implementing  the Community
Reinvestment  Act  ("CRA"),  enacted  in 1977 to promote  lending  by  financial
institutions  to individuals  and businesses  located in low and moderate income
areas,  became effective on July 1, 1995. The revised CRA regulations  emphasize
an assessment of actual performance rather than of the procedures  followed by a
bank, to evaluate  compliance with the CRA. Overall CRA compliance  continues to
be  rated  across  a  four-point   scale  from   "outstanding"  to  "substantial
noncompliance," and continues to be a factor in review of applications to merge,
establish  new branches or form bank holding  companies.  In addition,  any bank
rated in  "substantial  noncompliance"  with the revised CRA  regulations may be
subject  to  enforcement  proceedings.  Different  evaluation  methods  are used
depending on the asset size of the bank.

     The  "lending,  investments  and service test method" is  applicable to all
banks with more than $250 million in assets  which are not  wholesale or limited
purpose banks and do not elect to be evaluated by the "strategic plan assessment
method" which is discussed below. Central to this method is the requirement that
such  banks  collect  and report to their  primary  federal  banking  regulators
detailed  information  regarding  home  mortgage,  small  business  and farm and
community  development  loans which is then used to evaluate CRA compliance.  At
the bank's option, data regarding consumer loans and any other loan distribution
it may choose to provide also may be collected and reported.

     Using  such  data,  a bank  will be  evaluated  regarding  its (i)  lending
performance  according  to  the  geographic   distribution  of  its  loans,  the
characteristics  of its  borrowers,  the number and  complexity of its community
development loans, the innovativeness or flexibility of its lending practices to
meet low and moderate income credit needs and, at the bank's  election,  lending
by affiliates  or through  consortia or  third-parties  in which the bank has an
investment  interest;  (ii)  investment  performance  by  measure  of the bank's
"qualified  investments,"  that is, the extent to which the bank's  investments,
deposits,  membership  shares in a credit union, or grants  primarily to benefit
low or moderate  income  individuals  and small  businesses  and farms,  address
affordable  housing or other needs not met by the private market,  or assist any
minority or women-owned depository institution by donating, selling on favorable
terms or  provisioning  on a rent-free basis any branch of the bank located in a
predominately minority neighborhood; and (iii) service performance by evaluating
the  demographic  distribution  of the bank's  branches and ATMs,  its record of
opening and closing  them,  the  availability  of  alternative  retail  delivery
systems  (such as  telephone  banking,  banking  by mail or at work,  and mobile
facilities)  in low and  moderate  income  geographies  and to low and  moderate
income individuals, and (given the characteristics of the bank's service area(s)
and its  capacity  and  constraints)  the  extent  to which  the  bank  provides
"community  development  services"  (services  which  primarily  benefit low and
moderate income  individuals or small farms and businesses or address affordable
housing  needs  not met by the  private  market)  and their  innovativeness  and
responsiveness.

     Any bank may request to be  evaluated  by the  "strategic  plan  assessment
method" by submitting a strategic plan for review and approval. Such a plan must
involve public  participation in its preparation,  and contain  measurable goals
for meeting low and moderate  income credit needs through  lending,  investments
and provision of services.  Such plans  generally will be evaluated by measuring
strategic plan goals against standards similar to those which will be applied in
evaluating  a bank  according  to the  "lending,  investments  and service  test
method."
<PAGE>

     The federal financial  institution  regulatory agencies issued a final rule
effective as of January 1, 1996, to make certain  technical  corrections  to the
revised CRA regulations.  Among other matters, the rule clarifies the transition
from the former CRA  regulations  to the revised CRA  regulations  by confirming
that when an institution  either  voluntarily or mandatorily  becomes subject to
the performance tests and standards of the revised regulations,  the institution
must comply with all of the  requirements  of the revised  regulations and is no
longer subject to the provisions of the former CRA regulations.

     The Bank is evaluated  under the  "lending,  investment  and service"  test
method. The Bank's most recent CRA exam was conducted by the FDIC on November 1,
1999. The Bank was given the CRA rating of "outstanding."

     Inter-Corporate Borrowings.
     --------------------------

     Bank holding  companies  also are restricted as to the extent to which they
and their subsidiaries may borrow or otherwise obtain credit from one another or
engage in certain other transactions. The "covered transactions" that an insured
depository  institution  and its  subsidiaries  are  permitted to engage in with
their nondepository  affiliates are limited to the following amounts: (1) in the
case of any one such affiliate,  the aggregate amount of covered transactions of
the insured depository institution and its subsidiaries cannot exceed 10% of the
capital stock and the surplus of the insured depository institution; and (ii) in
the case of all affiliates,  the aggregate amount of covered transactions of the
insured  depository  institution and its  subsidiaries  cannot exceed 20% of the
capital stock and surplus of the insured  depository  institution.  In addition,
extensions of credit that constitute covered transactions must be collateralized
in prescribed amounts.

     "Covered  transactions"  are  defined  by  statute  to  include  a loan  or
extension  of credit to the  affiliate,  a purchase of  securities  issued by an
affiliate, a purchase of assets from the affiliate (unless otherwise exempted by
the Federal Reserve Board), the acceptance of securities issued by the affiliate
as collateral for a loan and the issuance of a guarantee,  acceptance, or letter
of credit for the benefit of an affiliate.  Further,  a bank holding company and
its subsidiaries are prohibited from engaging in certain tie-in  arrangements in
connection with any extension of credit, lease or sale of property or furnishing
of services.

     Impact of Monetary Policies.
     ---------------------------

     Banking is a business  which  depends on interest  rate  differentials.  In
general,  the difference between the interest paid by a bank on its deposits and
other borrowings, and the interest rate earned by banks on loans, securities and
other  interest-earning  assets  comprises the major source of banks'  earnings.
Thus,  the earnings and growth of banks are subject to the influence of economic
conditions  generally,  both domestic and foreign,  and also to the monetary and
fiscal policies of the United States and its agencies, particularly the FRB. The
FRB implements  national monetary policy,  such as seeking to curb inflation and
combat  recession,  by its  open-market  dealings  in United  States  government
securities,   by  adjusting  the  required   level  of  reserves  for  financial
institutions  subject to reserve  requirements  and through  adjustments  to the
discount  rate  applicable  to borrowings by banks which are members of the FRB.
The  actions  of the FRB in these  areas  influence  the  growth of bank  loans,
investments and deposits and also affect  interest rates.  The nature and timing
of any  future  changes in such  policies  and their  impact on the  Corporation
cannot be  predicted.  In addition,  adverse  economic  conditions  could make a
higher  provision  for loan losses a prudent  course and could cause higher loan
loss charge-offs, thus adversely affecting the Bank's net earnings.
<PAGE>

     Recent Legislative and Regulatory Changes.
     -----------------------------------------

     The Gramm-Leach-Bliley  Act, which was signed into law on December 12, 1999
and became effective March 11, 2000,  permits bank holding  companies to qualify
as "financial  holding  companies" that may engage in a broad range of financial
activities that are "financial in nature,"  including  underwriting,  dealing in
and making a market in securities; insurance underwriting and agency activities;
and merchant banking. The Gramm-Leach-Bliley Act also authorizes banks to engage
through  financial  subsidiaries  in nearly all of the activities  permitted for
financial holding companies.

     The  Gramm-Leach-Bliley  Act also imposes significant new financial privacy
obligations  and reporting  requirements  on banks as well as on other financial
institutions.  Among other things,  financial  institutions  are required to (a)
establish  privacy  policies and disclose them to customers  both at the time of
establishing  the customer  relationship  and on an annual basis, and (b) permit
customers  to opt out of the  financial  institution's  disclosure  of  customer
nonpublic personal information to third parties that are not affiliated with the
financial   institution.   In  May  2000,  the  banking  agencies  issued  final
regulations  implementing the  Gramm-Leach-Bliley  Act provisions  governing the
privacy  of  consumer  financial  information.  Full  compliance  with  the  new
regulations is required by July 1, 2001.

     The Corporation and the Bank do not believe that the Gramm-Leach-Bliley Act
will have a material adverse effect on the Bank's operations. To the extent that
the  Gramm-Leach-Bliley  Act  permits  banks,  securities  firms  and  insurance
companies to affiliate,  however,  the financial  services industry is likely to
experience  further  consolidation,  resulting in increased  competition for the
Bank from larger and  diverse  companies,  many of which may have  substantially
greater financial resources than the Corporation and the Bank.


FORWARD-LOOKING STATEMENTS

     This  Form  10-K  and  future  filings  made by the  Corporation  with  the
Securities and Exchange Commission,  as well as other filings, reports and press
releases made or issued by the  Corporation  and the Bank,  and oral  statements
made  by  executive   officers  of  the   Corporation   and  Bank,  may  include
forward-looking   statements   relating  to  such  matters  as  (a)  assumptions
concerning  future  economic  and  business  conditions  and their effect on the
economy in general and on the markets in which the  Corporation  and the Bank do
business,  and (b)  expectations  for  increased  revenues  and earnings for the
Corporation and Bank through growth resulting from  acquisitions,  attraction of
new  deposit  and  loan  customers  and the  introduction  of new  products  and
services.  Such forward-looking  statements are based on assumptions rather than
historical or current facts and, therefore, are inherently uncertain and subject
to risk.

     The  Corporation  notes that a variety of  factors  could  cause the actual
results or experience to differ materially from the anticipated results or other
expectations described or implied by such forward-looking  statements. The risks
and uncertainties that may affect the operations,  performance,  development and
results of the Corporation's and Bank's business include the following:  (a) the
risk of adverse changes in business conditions in the banking industry generally
and in the  specific  markets  in which the Bank  operates;  (b)  changes in the
legislative and regulatory  environment  that negatively  impact the Corporation
and Bank through increased  operating expenses;  (c) increased  competition from
other financial and non-financial institutions;  (d) the impact of technological
advances;  and (e) other risks  detailed from time to time in the  Corporation's
filings with the Securities and Exchange Commission. The Corporation and Bank do
not undertake any obligation to update or revise any forward-looking  statements
subsequent to the date on which they are made.

ITEM 2. Properties.

     The Corporation,  through the Bank, currently operates from its main office
in downtown  Lafayette and from 18 additional  locations in Tippecanoe,  White
and Jasper Counties in Indiana.  Information  about the Bank's  locations is set
forth in the table below:


<PAGE>
<TABLE>



======================================== ======================================== ==================================
<S>        <C>                           <C>                                    <C>
                                                                                 ADDITIONAL
                                                                                 BANKING
                                         LOCATION/                               FUNCTIONS
            NAME OF OFFICE               TELEPHONE NO.                           OFFERED
            --------------               -------------                           -------
---------------------------------------- ---------------------------------------- ----------------------------------
Downtown Main Office                     133 North 4th Street                     oTrust Department
                                         Lafayette, Indiana                       oMortgage Loan Department
                                         (765) 423-7100                           oCommercial Loan
                                                                                     Department
---------------------------------------- ---------------------------------------- ----------------------------------
Downtown Motor Bank                      401 North 4th Street                     o24-Hour MAC Automatic
                                         Lafayette, Indiana                        Teller Machine
                                         (765) 423-7165
---------------------------------------- ---------------------------------------- ----------------------------------
Elston Branch                            2862 U.S. 231 South                      o24-Hour MAC Automatic
                                         Lafayette, Indiana                        Teller Machine
                                         (765) 423-7166
---------------------------------------- ---------------------------------------- ----------------------------------
Lafayette Square                         2504 Teal Road                           o24-Hour MAC Automatic
  Branch                                 Lafayette, Indiana                        Teller Machine
                                         (765) 423-7164
---------------------------------------- ---------------------------------------- ----------------------------------
Market Square Branch                     2200 Elmwood Avenue                      oInstallment Loan Department
                                         Lafayette, Indiana                       o24-Hour MAC Automatic
                                         (765) 423-7163                            Teller Machine
---------------------------------------- ---------------------------------------- ----------------------------------
Tippecanoe Court                         Pay Less Super Market                    o24-Hour MAC Automatic
Branch                                   2513 Maple Point Drive                    Teller Machine
                                         Lafayette, Indiana
                                         (765) 423-3821
---------------------------------------- ---------------------------------------- ----------------------------------
West Lafayette Branch                    2329 North Salisbury Street              o24-Hour MAC  Automatic
                                         West Lafayette, Indiana                   Teller Machine
                                         (765) 423-7162
---------------------------------------- ---------------------------------------- ----------------------------------
26 East Branch                           3901 S.R. 26 East                        oInvestment Center
                                         Lafayette, Indiana                       oInsurance Department
                                         (765) 423-7167                           o24-Hour MAC Automatic
                                                                                   Teller  Machine
---------------------------------------- ---------------------------------------- ----------------------------------
Elmwood Avenue                           Pay Less Super Market                    o24-Hour MAC Automatic
  Branch                                 1904 Elmwood Avenue                       Teller Machine
                                         Lafayette, Indiana
                                         (765) 423-3831
---------------------------------------- ---------------------------------------- ----------------------------------
Valley Lakes Branch                      1803 East 350 South                      o24-Hour MAC Automatic
                                         Lafayette, Indiana                        Teller Machine
                                         (765) 423-3841
---------------------------------------- ---------------------------------------- ----------------------------------
Super Wal-Mart Branch                    4205 Commerce Drive                      o24-Hour MAC Automatic
                                         Lafayette, Indiana                        Teller Machine
                                         (765) 423-2027
---------------------------------------- ---------------------------------------- ----------------------------------
Brookston Branch                         S.R. 18 West and HWY 43                  o24-Hour MAC Automatic
                                         Brookston, Indiana                        Teller Machine
                                         (765) 563-6400
---------------------------------------- ---------------------------------------- ----------------------------------
Monticello Branch                        116 East Washington St.                  o24-Hour MAC Automatic
                                         Monticello, Indiana                       Teller Machine
                                         (219) 583-4666
---------------------------------------- ---------------------------------------- ----------------------------------
Super Wal-Mart Branch                    1088 West Broadway Street                o24-Hour MAC Automatic
                                         Monticello, Indiana                       Teller Machine
                                         (219) 583-3078
---------------------------------------- ---------------------------------------- ----------------------------------
Reynolds Branch                          U.S. 24 West                             o24-Hour MAC Automatic
                                         Reynolds, Indiana                         Teller Machine
                                         (219) 984-5471
---------------------------------------- ---------------------------------------- ----------------------------------
DeMotte Branch                           437 North Halleck                        o24-Hour MAC Automatic
                                         DeMotte, Indiana 46310                    Teller Machine
                                         (219) 987-5812
---------------------------------------- ---------------------------------------- ----------------------------------
Remington Branch                         101 East Division Street                 o24-Hour MAC Automatic
                                         Remington, Indiana 47977                  Teller Machine
                                         (219) 866-2161
---------------------------------------- ---------------------------------------- ----------------------------------
Rensselaer Branch                        200 West Washington Street               o24-Hour MAC Automatic
                                         Rensselaer, Indiana 47978                 Teller Machine
                                         (219) 866-7121
---------------------------------------- ---------------------------------------- ----------------------------------
Rensselaer Motor Bank                    200 North Van Rensselaer
                                         Rensselaer, Indiana 47978
                                         (219) 866-1455
======================================== ======================================== ==================================

</TABLE>
<PAGE>

     The Bank owns its main office and all its branch offices, except the Market
Square,  Tippecanoe Court Pay Less,  Elmwood Pay Less,  Valley Lakes,  Lafayette
Super Wal-Mart, and Monticello Super Wal-Mart branches, all of which are leased.
The West Lafayette and 26 East branch facilities are owned by the Bank; however,
both are  subject  to land  leases.  The  main  office  facility,  which is used
predominantly  by the Corporation and the Bank,  contains  approximately  63,000
square  feet.  The  remaining  space is leased  to  various  unrelated  business
operations. The other branches range in size from nearly 12,225 square feet down
to approximately 450 square feet. The Bank's Data Center is located at 320 North
Street in Lafayette,  Indiana, and houses the Bank's data processing  operations
in addition to the proof and checking departments.

ITEM 3. Legal Proceedings.

     There  are no  material  pending  legal  proceedings,  other  than  routine
litigation incidental to their business, to which the Corporation or the Bank is
a party or of which any of its property is subject.

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

     There was no matter  submitted  during the fourth quarter of 2000 to a vote
of security holders, by solicitation of proxies or otherwise.

Special Item. Executive Officers of the Registrant.

<TABLE>

<S>                                             <C>          <C>
        Name                                          Age                          Offices Held
Joseph A. Bonner                                      69      Chairman of the Board of the Corporation and the Bank

Robert J. Weeder                                      63      Chief Executive Officer and President of the
                                                              Corporation and the Bank

Robert J. Ralston                                     59      Executive Vice President/Senior Operations Officer
                                                              and Secretary/Treasurer of the Bank

Tony S. Albrecht                                      37      Senior Vice President and Manager, Commercial Loan Department

Lawrence A. Anthrop                                   56      Senior Vice President and Senior Trust Office of the Bank

E. James Brisco                                       48      Senior Vice President and Manager, Mortgage Loan
                                                              Department of the Bank

Daniel J. Gick                                        43      Senior Vice President and Manager, Retail Banking

Hal D. Job                                            57      Regional President, Jasper County Market

Michelle D. Turnpaugh                                 35      Secretary/Treasurer of the Corporation and Assistant
                                                              Secretary of the Bank

Marvin S. Veatch                                      36      Vice President and Controller of the Bank

Charles E. Wise                                       54      Senior Vice President and Branch Manager of the
                                                              Reynolds and Monticello offices of the Bank
</TABLE>
<PAGE>

     Officers  are elected  annually by the Board of  Directors  and serve for a
one-year  period and until  their  successors  are  elected.  No  officers  have
employment  contracts.  There are no  family  relationships  between  any of the
officers of the Corporation.

     Except  as  indicated  below,  each of the  officers  has  held the same or
similar position with the Corporation or the bank or the past five (5) years.

     Mr.  Bonner  retired as President  and Chief and  Executive  Officer of the
Corporation and the Bank effective January 31, 1997.

     Mr.  Weeder has served as President of the Bank since  August,  1996 and as
President of the Corporation since September,  1996. He assumed the positions of
Chief  Executive  Officer  of the  Corporation  and the Bank  upon Mr.  Bonner's
retirement in January, 1997.

     Mr. Albrecht  became Senior Vice President and Manager of Commercial  Loans
of the Bank in April 1999,  prior to which time he had served as Vice  President
of the Bank. Prior to his employment by the Bank in August 1998, he was employed
by Bank One, Indiana as Vice President of Commercial Lending.

     Mr.  Brisco  became  Senior Vice  President of the Bank in December,  1996,
prior to which time he had served as Vice  President  of the Bank.  Prior to his
employment by the Bank in April,  1995,  he was employed by  Huntington  Bank of
Indiana as Vice President, Secondary Market Operations.

     Mr. Job became Regional President of the Jasper County Market in March 1999
resulting from the Jasper County branch  acquisition in March 1999. Prior to his
employment  by the Bank in March 1999,  he was employed by Bank One,  Indiana as
Market President, Rensselaer.

     Mr. Gick  became  Senior Vice  President  and Manager of Retail  Banking in
November  1999,  prior to which  time he had  served  as  Regional  Senior  Vice
President  resulting  from the Jasper County branch  acquisition  in March 1999.
Prior to his  employment by the Bank in March 1999, he was employed by Bank One,
Indiana as Senior Vice President, Rensselaer Market.

     Mr. Ralston became Executive Vice President of the Bank in December,  1996,
and was appointed Secretary/Treasurer of the Bank in September, 1996.

     Ms.  Turnpaugh  was appointed  Secretary/Treasurer  of the  Corporation  in
September, 1996.

     Mr. Wise became Senior Vice President of the Bank in December, 1996.
<PAGE>

                                     PART II

     The  information in Part II of this report is  incorporated by reference to
the indicated sections of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 2000.

ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.

                                                   Annual Report to
                                                     Shareholders
                                                         Page

        (a)       Market                                  37
        (b)       Holders                                 37
        (c)       Dividends                               37

ITEM 6.  Selected Financial Data.

                                                    Annual Report to
                                                      Shareholders
                                                          Page

         Selected Financial Data                           11

ITEM 7.  Management's  Discussion and Analysis of Financial Condition and
         Results of Operations.

                                                     Annual Report to
                                                       Shareholders
                                                           Pages


          Management's Discussion and
          Analysis of Financial Condition
          and Results of Operations                         10-23

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.

                                                     Annual Report to
                                                       Shareholders
                                                           Page

         Management's Discussion and
         Analysis of Financial Condition
         and Results of Operations -
         Quantitative and Qualitative
         Disclosures About Market Risk                      22

ITEM 8. Financial Statements and Supplementary Data.

                                                     Annual Report to
                                                       Shareholders
                                                           Pages

         Financial Statements and
         Supplementary Data                                 24-36

ITEM 9. Changes in and Disagreement with Accountants on Accounting and
        Financial Disclosure.

                  Not applicable.
<PAGE>

                                    PART III

     Except as set forth  below in  "Directors  and  Executive  Officers  of the
Corporation,"  the  information  for  Items  10  through  13 of this  Report  is
incorporated  herein  by  reference  from  the  Corporation's  definitive  Proxy
Statement for its Annual Meeting of Shareholders to be held April 9, 2001, which
was filed with the Commission pursuant to Regulation 14A on March 2, 2001.

ITEM 10. Directors and Executive Officers of the Corporation.

     The  information  required by this item  relating to Executive  Officers is
found under the heading "Special Item.  Executive Officers of the Registrant" in
Part I of this  Report and the  information  required  by this item  relating to
Directors  is  included  under  the  caption  "Election  of  Directors"  in  the
Corporation's  definitive Proxy Statement for its Annual Meeting of Shareholders
to be held  April 9,  2001,  which has been  filed  with the  Commission  and is
incorporated herein by reference in this Form 10-K.

ITEM 11. Executive Compensation.

     The  information  required  by this  item is  included  under  the  caption
"Executive Compensation" in the Corporation's definitive Proxy Statement for its
Annual Meeting of  Shareholders  to be held April 9, 2001,  which has been filed
with the Commission and is incorporated by reference in this Form 10-K.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management.

     The  information  required  by this  item is  included  under  the  caption
"Election of Directors" in the Corporation's  definitive Proxy Statement for its
Annual Meeting of  Shareholders  to be held April 9, 2001,  which has been filed
with the Commission and is incorporated by reference in this Form 10-K.

ITEM 13. Certain Business Relationships and Related Transactions.

     The  information  required  by this item is  included  under  the  captions
"Certain Business  Relationships  and Transactions" and "Compensation  Committee
Interlocks and Insider  Participation"  in the  Corporation's  definitive  Proxy
Statement for its Annual Meeting of Shareholders to be held April 9, 2001, which
has been filed with the Commission and is incorporated by reference in this Form
10-K.

<PAGE>

                                     PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     The  documents  listed  below are either  filed as a part of this Report or
incorporated  by  reference  from  the  Annual  Report  to  Shareholders  or the
Corporation's Registration Statement as indicated.

     (a)1. Financial Statements.

                                                              Annual Report to
                                                                Shareholders
                                                                    Page
                                                                 ----------

         Report of Independent Auditors                              24

         Consolidated Balance Sheets as of
           December 31, 2000 and 1999                                25

         Consolidated Statements of Income for
           the years ended December 31, 2000,
           1999 and 1998                                             26

         Consolidated Statements of Changes
           in Shareholders' Equity for the years
           ended December 31, 2000, 1999 and 1998                    27

         Consolidated Statements of Cash Flows
           for the years ended December 31,
           2000, 1999 and 1998                                       28

         Notes to Consolidated Financial
           Statements                                                29-36

     All other schedules have been omitted  because the required  information is
either  inapplicable  or has been  included  in the  Corporation's  consolidated
financial statement or notes thereto.

     (a)2. Schedules.

     All schedules have been omitted because the required  information is either
inapplicable or has been included in the  Corporation's  consolidated  financial
statements or notes thereto.

     (a)3. Exhibits.

     The exhibits  filed as part of this Report on Form 10-K are  identified  in
the Exhibit Index,  which Exhibit Index  specifically  identifies those exhibits
that describe or evidence all  management  contracts and  compensatory  plans or
arrangements required to be filed as exhibits to this Report. Such Exhibit Index
is incorporated herein by reference.

     (b)  Reports on Form 8-K.

     No reports on Form 8-K were filed  during the quarter  ended  December  31,
2000.



<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused  this report to be signed on its behalf,  by the  undersigned,  thereunto
duly authorized.

Dated: March 27, 2001               LAFAYETTE BANCORPORATION

                                    By:/s/ Robert J. Weeder
                                       Robert J. Weeder, President


     In  accordance  with the  Exchange  Act,  this  report  was  signed  by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


Dated: March 27, 2001               /s/ Robert J. Weeder
                                    Robert J. Weeder, President (Principal
                                    Executive Officer) and Director


Dated: March 27, 2001               /s/ Marvin S. Veatch
                                    Marvin S. Veatch, Controller (Principal
                                    Accounting Officer and Principal
                                    Financial Officer)


Dated: March 27, 2001               /s/ Richard A. Boehning
                                    Richard A. Boehning, Director


Dated: March 27, 2001               /s/ Joseph A. Bonner
                                    Joseph A. Bonner, Director


Dated: March 27, 2001               /s/ Wilbur L. Hancock
                                    Wilbur L. Hancock, Director


Dated: March 27, 2001               /s/ Roy D. Meeks
                                    Roy D. Meeks, Director



<PAGE>




                                  EXHIBIT INDEX

Exhibit                                                                Page
Number          Description                                            Number


3.1             Restated Articles of Incorporation of
                the Corporation are incorporated by reference
                to Exhibit 3.1 to Registrant's Form 10, which
                became effective on June 30, 1997.

3.2             Bylaws of the Corporation, as amended,
                are incorporated by reference to Exhibit 3.2
                to the Registrant's Form 10, which became
                effective June 30, 1997.

10.1*           Lafayette Bancorporation Non-Qualified
                Stock Option Plan, including schedule
                identifying material terms of options
                granted to Directors and named executive
                officers, is incorporated by reference to
                Exhibit 10.1 in the Registrant's Form 10,
                which became effective on June 30, 1997.

10.2*           Lafayette Bancorporation Officers' Stock
                Appreciation Rights Plan, including schedule
                identifying material terms of stock appreciation
                rights granted to named executive officers, is
                incorporated by reference to Exhibit 10.2 in
                the Registrant's Form 10, which became
                effective on June 30, 1997.

10.3*           Lafayette Bank and Trust Company Directors
                Deferred Compensation Plan and Form of
                Agreement (1987) are incorporated by reference
                to Exhibit 10.3 of Registrant's Form 10, which
                became effective on June 30, 1997.

10.4*           Lafayette Bank and Trust Company Directors
                Deferred Compensation Form of Agreement (1994)
                is incorporated by reference to Exhibit 10.4 of
                Registrant's Form 10, which became effective
                on June 30, 1997.

10.5*           Lafayette Bancorporation 1998 Nonqualified Stock
                Option Plan is incorporated by reference to
                Exhibit 10.5 of the Registrant's Form 10-K for
                the year ended December 31, 1998.

10.6*           Lafayette Bancorporation Director Emeritus
                Supplemental Retirement Benefits Plan is
                incorporated by reference to Exhibit 10.6 of
                the Registrant's Form 10-K filed for the year
                ended December 31, 1998.

13              Registrant's 2000 Annual Report to Shareholders
                (includes only portions incorporated by reference).

21              Subsidiaries of Registrant.

23              Consent of Independent Auditors

*    Indicates  Exhibits  that  describe or  evidence  management  contracts  or
     compensatory plans or arrangements required to be filed as Exhibits to this
     Form 10-K.
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