##### Table of Contents

---




U.S. SECURITIES AND EXCHANGE
COMMISSION


Washington, DC 20549





---




Form 10-QSB





(Mark One)





| ̈ |  | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
.
|- |  | ------------------------------------------------------------------------------------------------------------------




|x |  | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from 7/1/02 to 9/30/02.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------




Commission file number 0-24151





---




NORTHWEST BANCORPORATION, INC.


(Exact name of small business issuer as specified in its charter)





Washington

91-1574174(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer identification No.)





421 West Riverside, Spokane, WA 99201-0403


(Address of principal executive offices)





(509) 456-8888


(Issuers telephone number, including area code)





---




Check whether the issuer (1) filed all reports required to be filed by Section 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  ̈





The Registrant has a single class of common stock, of which there are 1,808,335 shares issued and outstanding as
of September 30, 2002.





Transitional Small Business Disclosure Format:





Yes  x    No  ̈








---



---

##### Table of Contents

Table of Contents





PagePart I    Financial InformationItem 1.

Financial Statements

3Consolidated Statements of ConditionSeptember 30, 2002 and December 31, 2001

3Consolidated Statements of IncomeThree months and year-to-date ended September 30, 2002 and 2001

4Consolidated Statements of Cash Flowyear-to-date ended September 30, 2002 and 2001

5Consolidated Statements of Stockholders Equity as of September 30, 2002 and 2001

6Notes to Consolidated Financial Statements

8Item 2.

Managements Discussion and Analysis or Plan of Operation

11Item 3.

Controls and Procedures

11Part II    Other InformationItem 6.

Exhibits and Reports on Form 8-K

11Signatures

12Certifications

13




2




---

##### Table of Contents

PART I    FINANCIAL INFORMATION





Item 1.    Financial Statements





NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF CONDITION





September 30, 2002 and December 31, 2001


($ in thousands)





September 30, 2002

December 31, 2001Unaudited

AuditedAssetsCash and due from banks

$
10,160

$
8,710Federal funds sold


11,121


6,620Securities held-to-maturity (Note 2)


1,085


225Securities available-for-sale (Note 2)


41,048


40,938Federal Home Loan Bank stock, at cost


582


557Loans, net of allowance for loan losses of $2,055 in 2002 and $1,649 in 2001 (Notes 3 & 4)


135,940


128,601Loans held for sale


893


933Accrued interest receivable


995


1,097Premises and equipment, net


3,639


3,277Foreclosed real estate


1,042


317Other assets


1,629


1,593TOTAL ASSETS

$
208,134

$
192,868LiabilitiesNoninterest bearing demand deposits


31,023


32,998Money Market accounts


47,078


35,198NOW accounts


11,085


13,730Savings accounts


4,802


4,296Time Certificates of Deposit, $100,000 & over


33,289


23,337Time Certificates of Deposit, under $100,000


38,075


42,618TOTAL DEPOSITS

$
165,352

$
152,177Securities sold under agreement to repurchase


18,509


22,409Borrowed funds, Federal Home Loan Bank (Note 5)


6,081


1,804Accrued interest payable and other liabilities


1,312


899TOTAL OTHER LIABILITIES


25,902


25,112TOTAL DEPOSITS & LIABILITIES

$
191,254

$
177,289Stockholders EquityCommon stock, no par, 5,000,000 shares authorized; issued and outstanding 1,808,335 on September 30, 2002 and 1,806,556
on December 31, 2001 (Note 6)


14,325


13,495Retained earnings


1,898


1,667Accumulated other comprehensive income, net of tax of $657 for 2002 and $215 for 2001


657


417TOTAL STOCKHOLDERS EQUITY


16,880


15,579TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
208,134

$
192,868





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




3




---

##### Table of Contents

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF INCOME





Three months and nine months, year-to-date, ended September 30, 2002 and 2001


($ in thousands, except number of shares and per share information)





Three Months Ended

Year-to-date09/30/2002

09/30/2001

2002

2001Unaudited

Unaudited

Unaudited

UnauditedInterest IncomeInterest and fees on loans

$
2,581

$
2,632

$
7,649

$
8,377Interest on securities


542


644


1,706


2,024Interest on federal funds sold


28


65


58


169TOTAL INTEREST INCOME


3,151


3,341


9,413


10,570Interest ExpenseInterest on deposits


838


1,270


2,448


4,061Interest on securities sold under agreement to repurchase


56


156


186


515Interest on borrowed funds


82


30


235


92TOTAL INTEREST EXPENSE


976


1,456


2,869


4,668NET INTEREST INCOME


2,175


1,884


6,544


5,902Provision for loan losses


270


285


810


595NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES


1,905


1,599


5,734


5,307Noninterest IncomeFees and service charges


237


240


693


710Net gain from sale of loans


209


235


446


625Other noninterest income


293


252


505


374TOTAL NONINTEREST INCOME


739


728


1,644


1,709Noninterest ExpenseSalaries and employee benefits


1,148


993


3,356


3,246Occupancy/FF&E expense


193


205


585


550Depreciation and amortization expense


128


114


373


350Other operating expense


503


464


1,480


1,390TOTAL NONINTEREST EXPENSE


1,972


1,776


5,794


5,536INCOME BEFORE TAXES


672


551


1,584


1,480Federal income tax expense


228


188


539


503NET INCOME

$
444

$
363

$
1,045

$
977





Quarter Ended 09/30/2002

Quarter Ended 09/30/2001

Year-to-date 09/30/2002

Year-to-date 09/30/2001Unaudited

Unaudited

Unaudited

UnauditedWeighted average shares outstanding (Note 6)


1,808,335


1,830,637


1,807,254


1,829,997Basic earnings per share

$
0.25

$
0.20

$
0.58

$
0.53Weighted average shares outstanding (Note 6)


1,808,335


1,830,637


1,807,254


1,829,997Effect of dilutive securities


2,168


2,369


1,054


2,369Weighted average shares outstanding, adjusted for dilutive securities


1,810,503


1,833,006


1,808,308


1,832,366Earnings per share assuming full dilution

$
0.25

$
0.20

$
0.58

$
0.53





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




4




---

##### Table of Contents

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF CASH FLOW





Year-to-date ended September 30, 2002 and 2001


($ in thousands)





Year-to-date2002

2001Unaudited

UnauditedNet income

$
1,045

$
977Adjustments to reconcile net income to cash provided by operating activities:Provision for loan losses


810


595Depreciation and amortization


373


350(Increase)/decrease in assets and liabilities:Accrued interest receivable


102


248Other assets


-186


-325Accrued interest payable & other liabilities


413


208NET CASH PROVIDED BY OPERATING ACTIVITIES

$
2,557

$
2,053Cash flows from investing activities:Net (increase)/decrease in federal funds sold


-4,501


-7,488Net (increase)/decrease in investment securities


-632


713Net (increase)/decrease in loans


-8,149


-10,681Net (increase)/decrease in loans held for sale


40


-1,538Purchase of premises and equipment net of gain or loss on asset disposal


-708


-660Foreclosed real estate activity (net)


-725


231NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES

-$
14,675

-$
19,423Cash flows from financing activities:Net increase/(decrease) in deposits


13,175


13,315Net increase/(decrease) in securities sold under agreement to repurchase


-3,900


2,920Net proceeds/(payments) from borrowed funds


4,277


-61Cash received from stock sales (net)


16


33NET CASH PROVIDED/(USED) BY FINANCING ACTIVITIES

$
13,568

$
16,207Net increase/(decrease) in cash and due from banks

$
1,450


-1,163Cash and due from banks, beginning of year

$
8,710


8,644CASH AND DUE FROM BANKS, END OF QUARTER

$
10,160

$
7,481





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




5




---

##### Table of Contents

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY


In Actual Dollars


As of September 30, 2001





Total

Common Stock

Retained Earnings

Accumulated Comprehensive Income

Comprehensive IncomeBalance, December 31, 1999 (audited)

$
11,145,919

$
10,312,307

$
1,535,355

-$
701,743Net income 2000


799,185





799,185




$
799,185Unrealized gains (losses) on available for sale securities


892,662








892,662


892,662Comprehensive income













$
1,691,847Proceeds from issuance of capital stock


1,498,026


1,498,026Transfers


0


1,026,025


-1,026,025Balance December 31, 2000 (audited)

$
14,335,792

$
12,836,358

$
1,308,515

$
190,919Net income, 2001, year-to-date


976,781





976,781




$
976,781Unrealized gains (losses) on available for sale securities


299,965








299,965


299,965Comprehensive income













$
1,276,746Proceeds from issuance of capital stock


52,360


52,360Repurchase of capital stock


-17,058


-17,058Fractional shares, issued in cash


-2,369


-2,369Transfers


0


828,000


-828,000Balance, end-of-quarter, September 30, 2001 (unaudited)

$
15,645,471

$
13,697,291

$
1,457,296

$
490,884Disclosure of 2001 reclassification amount:Unrealized holding gains during period

$
376,295Less reclassification adjustment for gains reported in net income


76,330Net unrealized gains on securities

$
299,965





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




6




---

##### Table of Contents

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY





CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY


In Actual Dollars


As of September 30, 2002





Total

Common Stock

Retained Earnings

Accumulated Comprehensive Income

Comprehensive IncomeBalance, December 31, 2000 (audited)

$
14,335,792

$
12,836,358

$
1,308,515

$
190,919Net income 2001


1,188,815





1,188,815




$
1,188,815Unrealized gains (losses) on available for sale securities


225,639








225,639


225,639Comprehensive income













$
1,414,454Proceeds from issuance of capital stock


52,360


52,360Repurchase of capital stock


-221,532


-221,532Fractional shares, issued in cash


-2,369





-2,369Transfers





828,000


-828,000Balance December 31, 2001 (audited)

$
15,578,705

$
13,495,186

$
1,666,961

$
416,558Net income, 2002, year-to-date


1,045,250





1,045,250




$
1,045,250Unrealized gains (losses) on available for sale securities


240,039








240,039


240,039Comprehensive income













$
1,285,289Proceeds from issuance of capital stock


27,802


27,802Repurchase of capital stock


-9,161


-9,161Fractional shares, issued in cash


-2,289





-2,289Transfers





811,462


-811,462Balance, end-of-quarter, September 30, 2002 (unaudited)

$
16,880,347

$
14,325,289

$
1,898,460

$
656,597Disclosure of 2002 reclassification amount:Unrealized holding gains during period

$
415,093Less reclassification adjustment for gains reported in net income


175,054Net unrealized gains on securities

$
240,039





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




7




---

##### Table of Contents

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1.    Management Statement





In the opinion of the Company, the accompanying audited and unaudited Consolidated Financial Statements reflect all adjustments necessary for a fair presentation of the
financial position of the Company as of September 30, 2002 and December 31, 2001, as well as the results of operations and changes in financial position for the three-month and nine-month, year-to-date periods ended September 30, 2002 and 2001.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these
condensed statements be read in conjunction with the Independent Auditors Report and Financial Statements contained in the Companys most recent Annual Report on Form 10-KSB as of December 31, 2001.





Certain reclassifications of September 30, 2001 balances have been made to conform to the September 30, 2002 presentation; there was no
impact on net income or stockholders equity. Shares outstanding and calculation of earnings per share have been restated for the three-month and nine-month, year-to-date periods ending September 30, 2001 to reflect the effect of a five-percent
stock dividend effective for shareholders of record as of May 15, 2002.





NOTE 2.    Securities





Most of the securities are classified as available-for-sale and are stated at fair value, and unrealized holding gains and
losses, net of related deferred taxes, are reported as a separate component of stockholders equity. Gains or losses on available-for-sale securities sales are reported as part of non-interest income based on the net proceeds and the adjusted
carrying amount of the securities sold, using the specific identification method. Realized gains of $176,003 and $115,652 are included in the financial results for the three-month periods ending September 30, 2002 and 2001, respectively. For the
nine-month, year-to-date periods ending September 30, 2002 and 2001, net realized gains included in the financial results are $175,054 and $115,652, respectively. Carrying amount and fair values at September 30, 2002 and December 31, 2001 were as
follows (in thousands):





September 30, 2002

December 31, 2001Amortized Cost Unaudited

Fair Value Unaudited

Amortized Cost Audited

Fair Value AuditedSecurities available-for-sale:US Treasury securities

$
7,206

$
7,462

$
5,527

$
5,661Obligations of federal government agencies


20,635

$
21,025

$
26,290

$
26,681Mortgage backed securities


7,808

$
8,153

$
7,769

$
7,876Corporate Bonds


4,404

$
4,408


721


720TOTAL

$
40,053

$
41,048

$
40,307

$
40,938Securities held-to-maturity:Obligations of states, municipalities and political subdivisions

$
1,085

$
1,099

$
225

$
235




8




---

##### Table of Contents



NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







NOTE 3.    Loans





Loan detail by category as of September 30, 2002 and December 31, 2001 is as follows (in thousands):





September 30, 2002

December 31, 2001Unaudited

AuditedCommercial loans

$
114,808

$
105,457Real estate loans


13,498


16,943Installment loans


4,401


4,446Consumer and other loans


5,542


3,726TOTAL LOANS

$
138,249

$
130,572Allowance for loan losses


-2,055


-1,649Deferred loan fees, net of deferred costs


-254


-322NET LOANS

$
135,940

$
128,601





NOTE 4.    Allowance for Loan Losses





The allowance for loan loss is maintained at levels considered adequate by management to provide for possible loan losses. The allowance
is based on managements assessment of various factors affecting the loan portfolio, including problem loans, business conditions and loss experience, and an overall evaluation of the quality of underlying collateral. Changes in the allowance
for loan loss during the three-month and nine-month, year-to-date periods ended September 30, 2002 and 2001 were as follows (in thousands):





Three Months Ended

Year-to-date09/30/2002

09/30/2001

2002

2001Unaudited

Unaudited

Unaudited

UnauditedBalance, beginning of period

$
1,882

$
1,508

$
1,649

$
1,625Provision for loan losses


270


285


810


595Loan Charge-offs


102


190


420


622Loan Recoveries


5


1


16


6Balance, end of period

$
2,055

$
1,604

$
2,055

$
1,604





NOTE 5.    Borrowed Funds





The Companys subsidiary, Inland Northwest Bank, has unsecured operating lines of credit with Key Bank of Washington for $5,000,000,
US Bank for $1,500,000 and Zions Bank for $1,500,000. The Bank also has a secured line of credit with the Federal Home Loan Bank of Seattle (FHLB) for approximately $20,809,152 (10.0% of Bank assets.) There were no balances outstanding on any of the
lines on September 30, 2002 or on December 31 or September 30, 2001. In addition to overnight funds, the Bank has access to long-term funding through the FHLB in the approximate amount of $10,404,576 (5.0% of Bank assets) and has taken advances to
fund Community Investment Program and other loans utilizing these funds. Long-term notes payable to the FHLB were $6,080,858 on September 30, 2002; $1,803,974 on December 31, 2001; and, $1,885,622 on September 30, 2001.




9




---

##### Table of Contents



NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







NOTE 6.    Common Stock





On March 19, 2002, the Board of Directors authorized a five-percent stock dividend payable to shareholders of record as of May 15, 2002.
Shares reported as outstanding as of December 31, 2001, as well as earnings per share and weighted average and actual shares outstanding for the three-month and nine-month, year-to-date periods ending September 30, 2001, have been restated to
reflect the stock dividend.





NOTE 7.    Property and Equipment





On June 3, 2002 Inland Northwest Bank opened a new branch office in the Ironwood district of Coeur dAlene, Idaho; the bank owns the
property and facilities at this location. The new office replaces the Sherman Avenue branch, which was located in a leased facility, near downtown Coeur dAlene. The lease on the Sherman Avenue branch expired in early 2002, with the bank paying
monthly rental on the facility until the branch was closed. A nominal amount of leasehold improvements remained un-amortized at the time the branch closed. Year-to-date 2002 financial results include the write-down of the remaining leasehold
improvements, offset by a small gain-on-sale generated by disposal of excess equipment from the old facility. The net effect was to reduce after-tax income by $7,417. Total cost of the new facility, $1,424,838, is reported with September 30, 2002
financial information under Premises and equipment, net. Bank management is considering the sale of excess land at the new branch location, but does not anticipate either a gain or loss on the sale.





In the third-quarter 2002, equipment determined to be excess by the bank was liquidated at less than book value, with the loss on sale
reducing after-tax income by $8,704





NOTE 8.    Amendment to the Inland Northwest Bank Non-Qualified Stock Option
Plan





At its meeting on April 16, 2002, the Board of Directors of Inland Northwest Bank approved an amendment
to the Inland Northwest Bank Non-Qualified Stock Option Plan (the Plan), reserving and setting aside an additional 125,000 shares of the common stock of Northwest Bancorporation, Inc. for issuance pursuant to options granted under the
Plan. The amended Plan was incorporated in the Companys June 30, 2002 Form 10-QSB filing as Exhibit 10.2.31.




10




---

##### Table of Contents




Item 2.    Managements Discussion and Analysis or Plan of Operation





The Registrant relied upon Alternative 2 in its registration statement filed on Form 10-SB; there is no information to provide in response to Item 6(a)(3)(i) to Model B of Form 1-A.





Item 3.    Controls and Procedures





The officers signing this
report: are responsible for maintaining internal controls; have designed such internal controls to ensure that material information relating to the Company and its consolidated subsidiary is made known to them by others within those entities,
particularly for the period(s) for and in which this report was being prepared; have evaluated the effectiveness of the Companys internal controls as of a date within 90 days prior to this report; and, believe that, as of the date of this
report and for the periods presented, existing internal controls are effective and adequate based on their evaluation. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





PART II    OTHER INFORMATION





Item 6.    Exhibits and Reports on Form 8-K





Exhibit 99.1

Certification of Randall L. Fewel, President and Chief Executive Officer pursuant to 18 U.S.C. 1350Exhibit 99.2

Certification of Christopher C. Jurey, Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C.
1350





(b)  Reports on Form 8-K





Not applicable




11




---

##### Table of Contents




SIGNATURES





In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





NORTHWEST BANCORPORATION, INC.By

/S/    RANDALL L.
FEWELRandall L. Fewel, President and Chief Executive OfficerBy

/S/    CHRISTOPHER C.
JUREYChristopher C. Jurey, Executive Vice President and Chief Financial Officer





Date: November 12, 2002




12




---

##### Table of Contents




CERTIFICATIONS





I, Randall L. Fewel, certify that:





|1. |  | I have reviewed this report on Form 10-QSB of Northwest Bancorporation, Inc.;
|-- |  | -----------------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects, the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date);
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: November 12, 2002





By

/S/    RANDALL L.
FEWELRandall L. Fewel, President and Chief Executive Officer




13




---

##### Table of Contents




I, Christopher C. Jurey, certify that:





|1. |  | I have reviewed this report on Form 10-QSB of Northwest Bancorporation, Inc.;
|-- |  | -----------------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects, the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date);
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: November 12, 2002





By

/S/    CHRISTOPHER C.
JUREYChristopher C. Jurey, Executive Vice President and Chief Financial Officer




14