<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

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

                   For the Fiscal Year ended December 31, 2001

                         Commission File Number 0-27393

                        CUMBERLAND BANCORP, INCORPORATED
             (Exact name of registrant as specified in its charter)

                     Tennessee                                 62 - 1297760
         (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                     Identification No.)

4205 Hillsboro Pike, Suite 204, Nashville, Tennessee              37215
    (Address of principal executive offices)                    (Zip Code)

                                 (615) 383-4758
                           (Issuer's telephone number)

              Securities registered under Section 12(b) of the Act:
                                      None
              Securities registered under Section 12(g) of the Act:
                          Common Stock, $.50 par value
                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                                    YES  X  NO
                                        ---    ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K ___

         The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant on February 28, 2002 was $28,859,843. The
market value calculation was determined using the closing price of $3.75 for the
Registrant's common stock on February 28, 2002, as reported on the NASDAQ
over-the-counter bulletin board.

         As of February 28, 2002, 13,808,236 shares of the issuer's Common Stock
were outstanding.


<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's definitive proxy statement for its Annual
Meeting of Shareholders to be held on April 25, 2002 are incorporated by
reference into Part III of this Annual Report on Form 10-K.


<PAGE>

                              CROSS REFERENCE INDEX
                                       TO
                                    FORM 10-K


<TABLE>
<CAPTION>
                               PART I


                                                                                       PAGE
<S>                                                                                    <C>
ITEM 1.     DESCRIPTION OF BUSINESS                                                       2
ITEM 2.     DESCRIPTION OF PROPERTY                                                      10
ITEM 3.     LEGAL PROCEEDINGS                                                            11
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
            SECURITY HOLDERS                                                             11

                               PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED
            SHAREHOLDER MATTERS                                                          11
ITEM 6.     SELECTED CONSOLIDATED FINANCIAL DATA                                         12
ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS
            OF OPERATIONS                                                                13
ITEM 7A.    QUANTITATIVE AND QUALITATIVE
            DISCLOSURE ABOUT MARKET RISK                                                 27
ITEM 8.     FINANCIAL STATEMENTS                                                         29
ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH
            ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE                                                         61

                              PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS                                             61
ITEM 11.    EXECUTIVE COMPENSATION                                                       61
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
            OWNERS AND MANAGEMENT                                                        61
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED
            TRANSACTIONS                                                                 61

                               PART IV

ITEM 14.    EXHIBITS AND REPORTS ON FORM 8-K                                             61
</TABLE>

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


<PAGE>

                         Cautionary Statement Concerning
                           Forward-Looking Information

         This Annual Report on Form 10-K of Cumberland Bancorp, Incorporated, a
Tennessee corporation (the "Company") contains or incorporates by reference
certain "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are
intended to be covered by the "safe harbors" created thereby. Those statements
include, but may not be limited to, the discussions of the Company's
expectations concerning its future profitability, operating performance, growth
strategy and its assumptions regarding other matters. Also, when any of the
words "believes", "expects", "anticipates", "intends", "estimates", "plans", or
similar terms or expressions, are used in this Annual Report on Form 10-K,
forward-looking statements are being made.

         You should be aware that, while the Company believes the expectations
reflected in those forward-looking statements are reasonable, they are
inherently subject to risks and uncertainties which could cause the Company's
future results and shareholder values to differ materially from the Company's
expectations. These factors are disclosed in Management's Discussion and
Analysis of Financial Condition and Results of Operations set forth herein and
include, among others, (i) increased competition with other financial
institutions, (ii) lack of sustained growth in the economy in the Company's
market area, (iii) rapid flucuations in interest rates, (iv) significant
downturns in the businesses of one or more large customers, (v) risks inherent
in originating loans, including prepayment risks, (vi) the fluctuations in
collateral values, the rate of loan charge-offs and the level for the provision
for losses on loans, and (vii) changes in the legislature and regulatory
environment. Because of these factors, there can be no assurance that the
forward-looking statements included or incorporated by reference herein will
prove to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included or incorporated by reference herein, you
should not regard the inclusion of such information as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved. In addition, the Company does not intend to, and is not obligated to,
update these forward-looking statements after the date of this Annual Report on
Form 10-K, even if new information, future events or other circumstances have
made them incorrect or misleading as of any future date.

                                     PART I

ITEM 1.           Description of Business

General

         We are the largest Tennessee bank holding company headquartered in
Nashville, Tennessee. We conduct our banking business through five (5) bank
subsidiaries:

-        Cumberland Bank, a Tennessee state chartered bank with nine (9) offices
         in Macon, Smith, Sumner and Warren Counties, Tennessee;

-        BankTennessee, a Tennessee state chartered bank with five (5) offices
         in Shelby and Lauderdale Counties, Tennessee;

-        The Community Bank, a Tennessee state chartered bank, with three (3)
         offices in Davidson and Williamson Counties, Tennessee;


                                       2
<PAGE>

-        Bank of Dyer, a Tennessee state chartered bank with four (4) offices in
         Gibson and Madison County, Tennessee; and

-        Bank of Mason, a Tennessee state chartered bank with one (1) office in
         Tipton County, Tennessee.

         Our Tennessee banks are collectively referred to as "our bank
subsidiaries" or "our banks". We also own a fifty percent (50%) interest in The
Murray Bank, a federal savings bank in Murray, Kentucky that opened for business
on June 15, 1999 and has grown to total assets of more than $69 million at
December 31, 2001. We own a fifty percent (50%) interest in the Insurors Bank of
Tennessee, a state chartered, Federal Reserve member bank that opened for
business on November 20, 2000. The Insurors Bank has grown to total assets of
$21 million at December 31, 2001.

         Our operations principally involve commercial and residential real
estate lending, commercial business lending, consumer lending, construction
lending and other financial services, including credit card services and
brokerage services. The Company had total assets of $668 million as of December
31, 2001.

         We have seven (7) bank branch offices that are less than three years
old as of December 31, 2001. We also have broadened our mix of products and
expanded our customer base through a combination of internal growth and
acquisitions. Our growth has been directed by a senior management team composed
of individuals with an average of more than twenty-two (22) years of banking
experience in Tennessee.

         Our banks operate in twelve markets throughout Middle and West
Tennessee. We equally serve both metropolitan and rural areas. Management
believes that the markets in which our banks operate offer an environment for
continued growth with respect to our target market, which includes local
consumers, professionals and small businesses. Our banks do not have a
concentration of deposits obtained from a single person or entity, or a small
group of persons or entities, the loss of which would have a material adverse
effect on our business or the business of our banks; however, construction and
development loans of approximately $74 million made up 14% of our loan portfolio
as of December 31, 2001.

         Our banks provide a range of customary services which include checking,
NOW accounts, money market and savings accounts, certificates of deposit,
individual retirement accounts, money transfers, and safe deposit facilities.
Lending services include construction, commercial, consumer, commercial and
residential real estate, home equity and home improvements. In addition, the
banks offer various uninsured, non-deposit products including annuities and
mutual funds, brokerage services, and secondary market mortgage processing
services. Our banks are not authorized to provide trust services.

         Our banks are subject to the regulatory authority of the Department of
Financial Institutions of the State of Tennessee and the Federal Reserve Board
and the Federal Deposit Insurance Corporation (the "FDIC"), which currently
insures the depositors of each member bank to a maximum of $100,000 per
depositor. For this protection, each bank is subject to a quarterly statutory
assessment and the rules and regulations of the FDIC.

Market Areas

         We operate principally in twelve (12) market areas in Tennessee: Macon
County, Shelby County, Madison County, Robertson County, Gibson County, Tipton
County, Smith County, Sumner County, Warren County and Southern
Davidson/Williamson County. We also have a bank branch in Lauderdale County and
a finance company office in Rutherford County.




                                       3
<PAGE>
Employees

         The Company and its subsidiaries had approximately 331 full-time
equivalent employees as of December 31, 2001. None of our employees or our
banks' employees are represented by a collective bargaining group. We consider
relations with our employees to be excellent. We and our banks provide several
employee benefit programs, including a 401(k) plan, group life and health
insurance, an annual merit program, paid vacations, and sick leave.

Competition

         Our banks have substantial competition in attracting and retaining
deposits and in lending funds. The primary factors in competing for deposits are
the range and quality of financial services offered, the ability to offer
attractive rates and the availability of convenient office locations. Such
competition is heightened by the fact that Tennessee law permits any bank or
savings association located in Tennessee to branch in any county in Tennessee.
Additional significant competition for savings deposits comes from other
investment alternatives, such as money market funds and corporate and government
securities. Primary factors in competing for loans are the range and quality of
lending services offered, interest rates and loan origination fees. Competition
for the origination of loans normally comes from other savings and financial
institutions, commercial banks, credit unions, insurance companies and other
financial service companies.

         Except in our Smith County market, our banks have relatively small
market shares in their respective markets. Competitors of each of our banks
generally possess substantially greater financial resources than those available
to our banks. In addition, these institutions generally have higher lending
limits than our banks and may provide various services for their customers which
our banks do not offer.

         We believe our strategy of relationship banking and local autonomy in
the communities we serve allows flexibility in rates and products offered in
response to local needs in a way that can enhance profitability for our banks,
particularly as consolidation of the banking industry occurs and larger
institutions exit markets that are only marginally profitable for them. We
believe our emphasis on community banking, customer service and relationships is
the most effective method we have of competing with these larger regional bank
holding companies as well as smaller community banks.

Lending Procedures and Loan Approval Process

         Lending Procedures. Lending procedures of our banks reflect our
philosophy of granting local control to decision making. Although the overall
lending policy of the banks is set by our board of directors and is subject to
the oversight and control of our board of directors, we depend, to a great
degree, upon the judgment of our loan officers and senior management at each
bank to assess and control lending risks. Each of our banks utilize a loan
committee to review loan requests exceeding the discretionary limit of the loan
officer or branch manager, or for which the loan officer or branch manager
chooses not to exercise his or her discretionary authority.

         We have created a Corporate Loan Committee, which we believe brings
together our strongest and most experienced lending officers and utilizes them
to work with our local loan committees in analyzing, underwriting and
structuring large loan requests. This group will also be responsible for our
anticipated development and implementation of a common loan policy and
procedures for the Company.

         Additionally, the position of Asset Quality Manager has been added at
the holding company to provide independent oversight of our banks' loan
portfolios. External loan review will also be contracted to conduct periodic
reviews. The banks' have adopted an 8-point internal loan grading system as well
as a uniform analysis of the loan loss reserve adequacy methodology. Past due
loans are reviewed by an internal loan officer committee, and a summary report
of such loans is reviewed monthly by the board of directors


                                       4
<PAGE>
of the Company. A report of loan review findings is presented to our Audit
Committee and board of directors.

Asset/Liability Management

         Each of our banks has a committee comprised of its senior officers and
outside directors charged with managing assets and liabilities pursuant to our
asset-liability management policy. Each committee's task is to maximize and
stabilize the net interest margin, and to provide reasonable growth of assets,
earnings and return on equity capital while maintaining credit quality,
reasonable interest rate risk, adequate capital and liquidity. To meet these
objectives, each committee monitors its bank's progress and assists in directing
overall acquisition and allocation of funds. Each committee meets monthly to
review liquidity and funds position, and to review the general economic
condition and other factors affecting the availability and use of funds of its
bank. Each committee reports monthly to our and the individual banks' boards of
directors explaining variances between budget and actual results, providing the
likely reasons for such variances and reporting management's course of action in
light of any budget variances. Our asset liability management policy is reviewed
annually by each bank's board of directors.

Investment Activities

         Our banks maintain separate investment portfolios consisting primarily
of investment grade securities, including federal agency obligations, corporate
bonds and asset-backed securities. Federal regulations limit the types and
quality of instruments in which the banks may invest.

         A key objective of each of our banks' investment portfolios is to
provide a balance with the banks' loans consistent with each bank's liability
structures, and to assist in management of interest rate risk. The investment
portfolio generally receives more weight than loans in the risk-based capital
formula, and provides the necessary liquidity to meet fluctuations in credit
demands and fluctuations in deposit levels of the local communities served. The
portfolios also provide collateral for pledging against public deposits and
income for our banks.

         Each of the banks manages its own investment portfolios. They utilize
investment advice provided primarily by reputable, independent brokerage firms.

Joint Ventures

         The Company owns a 50% interest in The Murray Bank in Murray, Kentucky
and Insurors Bank of Tennessee, headquartered in Nashville, Tennessee. Both of
these investments are structured so that the Company does not have controlling
representation on the Board of Directors. Therefore, only the Company's initial
investment, adjusted for its pro rata share of operating results of each entity,
is included in the consolidated financial statements. The Murray Bank, which
opened in 1999, has approximately $70 million in total assets at December 31,
2001. Insurors Bank opened in November 2000 and has approximately $21 million in
assets at December 31, 2001. Certain services are provided by the Company to
both of these institutions for a fee, which is not significant to the Company's
financial statements. More information regarding these two entities can be found
in note 21 to the consolidated financial statements.

Monetary Policies

         The result of operations of our banks and the Company are affected by
credit policies of monetary authorities, particularly the Federal Reserve Board.
The instruments of monetary policy employed by the Federal Reserve Board include
open market operations in U.S. government securities, changes in the discount
rate on bank borrowings and changes in reserve requirements against bank
deposits. In view of changing conditions in the national economy and in the
money markets, as well as the effects of actions by


                                       5
<PAGE>

monetary and fiscal authorities, including the Federal Reserve Board, no
prediction can be made as to possible future changes in interest rates, deposit
levels, loan demand or the effect of such matters on the business and earnings
of the Company.

Supervision and Regulation

         We, along with our banks, are subject to state and federal banking laws
and regulations which impose specific requirements or restrictions and provide
for general regulatory oversight with respect to virtually all aspects of our
and our banks' operations. These laws and regulations are generally intended to
protect depositors, not shareholders. The following summaries of statutes and
regulations affecting banks and bank holding companies do not purport to be
complete. These summaries are qualified in their entirety by reference to the
statutes and regulations described.

         General. As a bank holding company, we are regulated under the Bank
Holding Company Act of 1956, as amended (the "BHCA"), and are inspected,
examined and supervised by the Board of Governors of the Federal Reserve System.
Under the BHCA, bank holding companies generally may not acquire the ownership
or control of more than 5% of the voting shares, or substantially all the
assets, of any company, including a bank, without the Federal Reserve's prior
approval. In addition, bank holding companies generally may engage, directly or
indirectly, only in banking and such other activities as are determined by the
Federal Reserve to be closely related to banking. Under the Gramm-Leach-Bliley
Act of 1999, bank holding companies may elect to become financial holding
companies, which are permitted to engage in activities that are financial in
nature or incidental to a financial activity. We have not elected to become a
financial holding company.

         Various governmental requirements, including Sections 23A and 23B of
the Federal Reserve Act, as amended, limit borrowings by us and our nonbank
subsidiaries from our affiliate banks. These requirements also limit various
other transactions between us and our nonbank subsidiaries, on the one hand, and
our banks, on the other. For example, Section 23A limits to no more than 10% of
its total capital the aggregate outstanding amount of any bank's loans and other
"covered transactions" with any particular nonbank affiliate, and limits to no
more than 20% of its total capital the aggregate outstanding amount of any
bank's "covered transactions" with all of its nonbank affiliates. Section 23A
also generally requires that a bank's loans to its nonbank affiliates be
secured, and Section 23B generally requires that a bank's transactions with its
nonbank affiliates be on arm's length terms.

         All of our banks are incorporated under the banking laws of the State
of Tennessee and, as such, are governed by the applicable provisions of those
laws. Consequently, the Tennessee Department of Financial Institutions ("TDFI")
supervises and regularly examines our banks. Our banks' deposits are insured by
the FDIC through the Bank Insurance Fund, and therefore are governed by the
provisions of the Federal Deposit Insurance Act. However, most of our banks are
members of the Federal Reserve Bank System. Therefore, our primary federal
banking regulator is the Federal Reserve. The TDFI and the FDIC regulate or
monitor virtually all areas of our banks' operations. The Murray Bank is a
federal savings bank organized under the laws of the United States of America.
The Murray Bank is primarily regulated and examined by the Office of Thrift
Supervision. The FDIC also regulates various operations of The Murray Bank.

         Branching. Tennessee law imposes limitations on the ability of a state
bank to establish branches in Tennessee. Under current Tennessee law, any
Tennessee bank domiciled in Tennessee may establish branch offices at any
location in any county in the state. Furthermore, Tennessee and federal law
permits out-of-state acquisitions by bank holding companies, interstate merging
by banks, and de novo branching of interstate banks, subject to certain
conditions. These powers may result in an increase in the number of competitors
in our banks' markets. We believe our banks can compete effectively in their
markets despite any impact of these branching powers, but there can be no
assurance that future developments will not affect our banks' ability to compete
effectively.


                                       6
<PAGE>

         Community Reinvestment Act. The Community Reinvestment Act requires
that, in connection with examinations of financial institutions within their
respective jurisdictions, the federal bank regulatory agencies responsible for
evaluating us and our banks evaluate the record of the depository institutions
in meeting the credit needs of their local communities, including low and
moderate income neighborhoods, consistent with the safe and sound operation of
those institutions. These factors are also considered in evaluating mergers,
acquisitions and applications to open a branch or facility.

         Capital Requirements Generally. The federal regulatory agencies that
evaluate us and our banks use capital adequacy guidelines in their examination
and regulation of banks. If the capital falls below the minimum levels
established by these guidelines, the banks may be denied approval to acquire or
establish additional banks or non-bank businesses, or to open facilities, or the
banks may be regulated by additional regulatory restrictions or actions.

         Risk-Based Capital Requirements. All of the federal regulatory agencies
have adopted risk-based capital guidelines for banks and bank holding companies.
These risk-based capital guidelines are designed to make regulatory capital
requirements more sensitive to differences in risk profile among banks to
account for off-balance sheet exposure and to minimize disincentives for holding
liquid assets. Assets and off-balance sheet items are assigned to broad risk
categories, each with appropriate weights. The resulting capital ratios
represent capital as a percentage of total risk-weighted assets and off-balance
sheet items. The ratios are minimums. The guidelines require all
federally-regulated banks to maintain a minimum risk-based total capital ratio
of 8%, of which at least 4% must be Tier I capital, as described below.

         A banking organization's qualifying total capital consists of two
components: Tier I, or "core" capital, and Tier 2, or "supplementary" capital.
Tier I capital is an amount equal to the sum of: (1) common shareholders'
equity, including adjustments for any surplus or deficit; (2) non-cumulative
perpetual preferred stock; and (3) the company's minority interests in the
equity accounts of consolidated subsidiaries. With limited exceptions for
goodwill arising from certain supervisory acquisitions, intangible assets
generally must be deducted from Tier I capital. Other intangible assets may be
included in an amount up to 25% of Tier I capital, so long as the asset is
capable of being separated and sold apart from the banking organization or the
bulk of its assets. Additionally, the market value of the asset must be
established on an annual basis through an identifiable stream of cash flows and
there must be a high degree of certainty that the asset will hold this market
value notwithstanding the future prospects of the banking organization. Finally,
the banking organization must demonstrate that a liquid market exists for the
asset. Intangible assets in excess of 25% of Tier I capital generally are
deducted from a banking organization's regulatory capital. At least 50% of the
banking organization's total regulatory capital must consist of Tier I capital.

         Tier 2 capital is generally considered to be an amount equal to the sum
of the following:

         -        the allowance for possible credit losses in an amount up to
                  1.25 % of risk-weighted assets;

         -        cumulative perpetual preferred stock with an original maturity
                  of 20 years or more and related surplus;

         -        hybrid capital instruments defined as instruments with
                  characteristics of both debt and equity, perpetual debt and
                  mandatory convertible debt securities; and

         -        in an amount up to 50% of Tier I capital, eligible term
                  subordinated debt and intermediate-term preferred stock with
                  an original maturity of five years or more, including related
                  surplus.


                                       7
<PAGE>

         Investments in unconsolidated banking and finance subsidiaries,
investments in securities subsidiaries and reciprocal holdings of capital
instruments must be deducted from capital. The federal regulatory agencies may
require other deductions on a case-by-case basis.

         Under the risk-weighted capital guidelines, balance sheet assets and
certain off-balance sheet items like standby letters of credit are assigned to
one of four risk-weight categories according to the nature of the asset and its
collateral or the identity of any obligor or guarantor. These four categories
are 0%, 20%, 50% or 100%. For example, cash is assigned to the 0% risk category,
while loans secured by one-to-four family residences are assigned to the 50%
risk category. The aggregate amount of assets and off-balance sheet items in
each risk category is adjusted by the risk-weight assigned to that category to
determine weighted values, which are added together to determine the total
risk-weighted assets for the banking organization. Accordingly, an asset, like a
commercial loan, which is assigned to a 100% risk category is included in
risk-weighted assets at its nominal face value, whereas a loan secured by a
single-family home mortgage is included at only 50% of its nominal face value.
The application ratios are equal to capital, as determined, divided by
risk-weighted assets, as determined.

         Leverage Capital Requirements. The federal regulatory agencies have
issued a final regulation requiring certain banking organizations to maintain
additional capital of 1% to 2% above a 3% minimum Tier I leverage capital ratio
equal to Tier I capital, less intangible assets, to total assets. In order for
an institution to operate at or near the minimum Tier I leverage capital ratio
of 3%, the banking regulators expect that the institution would have
well-diversified risk, no undue rate risk exposure, excellent asset quality,
high liquidity and good earnings. In general, the bank would have to be
considered a strong banking organization, rated in the highest category under
the bank rating system and have no significant plans for expansion. Higher Tier
I leverage capital ratios of up to 5% will generally be required if all of the
above characteristics are not exhibited, or if the institution is undertaking
expansion, seeking to engage in new activities, or otherwise faces unusual or
abnormal risks.

         Institutions not in compliance with these regulations are expected to
be operating in compliance with a capital plan or agreement with that
institution's regulator. If they do not do so, they are deemed to be engaging in
an unsafe and unsound practice and may be subject to enforcement action. Failure
to maintain a Tier I leverage capital ratio of at least 2% of assets constitutes
an unsafe and unsound practice and may result in enforcement action against an
institution justifying termination of that institution's FDIC insurance.

         At December 31, 2001, the Company's Tier 1 risk-based Capital and Total
risk-based Capital ratios were 9.52% and 10.79%, respectively.

         Liability for Bank Subsidiaries. Under the Federal Reserve policy, we,
as a bank holding company, are expected to act as a source of financial and
managerial strength to each of our banks and to maintain resources adequate to
support each of our banks. This support may be required at times when we may not
have the resources to provide it. Any depository institution insured by the FDIC
can be held liable for any loss incurred, or reasonably expected to be incurred,
by the FDIC in connection with the default of a commonly-controlled,
FDIC-insured depository institution like a bank subsidiary. Additionally,
depository institutions insured by the FDIC may be held liable to the FDIC for
any loss incurred or reasonably expected to be incurred in connection with any
assistance provided by the FDIC to a commonly-controlled, FDIC-insured
depository institution in danger of default. "Default" is defined generally as
the appointment of a conservator or receiver and "in danger of default" is
defined generally as the existence of certain conditions indicating that a
"default" is likely to occur in the absence of regulatory assistance. All of our
banks are FDIC-insured depository institutions. Also, in the event that such a
default occurred with respect to one of our banks, any capital loans from us to
that bank would be subordinate in right of payment to payment of the bank's
depositors and other of the bank's obligations.


                                       8
<PAGE>

         Dividend Restrictions. Federal and Tennessee law limits the payment of
dividends by banks. Under Tennessee law, the directors of a state bank, after
making proper deduction for all expenditures, expenses, taxes, losses, bad
debts, and any write-offs or other deductions required by the TDFI, may credit
net profits to the bank's undivided profits account. Thereafter, the bank may
quarterly, semi-annually, or annually declare a dividend from that account in an
amount judged expedient by the bank's board of directors. Before declaring the
dividend, the board of directors must deduct any net loss from the undivided
profits account and transfer to the bank's surplus account (1) the amount, if
any, required to raise the surplus to 50% of the capital stock and (2) the
amount required, if any, but not less than 10% of net profits, to make the
paid-in-surplus account equal the capital stock account. Thereafter, the bank
may declare a dividend if the bank is adequately reserved against deposits and
those reserves will not be impaired by the declaration of the dividend.

         A state bank, with the approval of the TDFI, may transfer funds from
its surplus account to the undivided profits or retained earnings account or any
part of its paid-in-capital account. The payment of dividends by any bank is
dependent upon its earnings and financial condition and also may be limited by
federal and state regulatory agency protections against unsafe or unsound
banking practices. The payment of dividends could, depending upon the financial
condition of a bank, constitute an unsafe or unsound banking practice. When a
bank's surplus account is less than its capital stock account, Tennessee law
imposes other restrictions on dividends. Finally, the FDIC prohibits a state
bank, the deposits of which are insured by the FDIC, from paying dividends if it
is in default in the payment of any assessments due the FDIC.

         The Federal Reserve also imposes dividend restrictions on our banks as
state member banks of the Federal Reserve. Our banks may not declare or pay a
dividend if that dividend would exceed the bank's undivided profits, unless the
bank has received the prior approval of the Board of Governors of the Federal
Reserve. Additionally, our banks may not permit any portion of their "permanent
capital" to be withdrawn unless the withdrawal has been approved by the Board of
Governors of the Federal Reserve. "Permanent capital" is defined as the total of
a bank's perpetual preferred stock and related surplus, common stock and
surplus, and minority interest in consolidated subsidiaries. Finally, if one of
our banks has a capital surplus in excess of that required by law, that excess
may be transferred to the bank's undivided profits account and be available for
the payment of dividends so long as (1) the amount came from the earnings of
prior periods, excluding earnings transferred as a result of stock dividends,
and (2) the bank's board and the Board of Governors of the Federal Reserve
approved the transfer.

         In 2001, cash dividends totaling $0.06 per share were declared (as
adjusted for stock splits). In the first quarter of 2002, a cash dividend was
declared in the amount of $0.015 cents per share payable on April 15, 2002 to
shareholders of record on March 1, 2002.

         Deposit Insurance Assessments. The deposits of each of our banks are
insured up to regulatory limits by the FDIC and we are required under the FDIC's
deposit insurance assessments to maintain the Bank Insurance Fund (BIF) and
Savings Association Insurance Fund (SAIF). The FDIC has adopted regulations
establishing a permanent risk-related deposit insurance assessment system. Each
financial institution is assigned to one of three capital groups; well
capitalized, adequately capitalized or undercapitalized; and further assigned to
one of three subgroups within a capital group. A bank's assignment is based on
supervisory evaluations by the institution's primary federal regulator and, if
applicable, other information relevant to the institution's financial condition
and the risk posed to the applicable insurance fund. The assessment rate
applicable to our banks in the future will depend in part upon the risk
assessment classification assigned to each bank by the FDIC and in part on the
BIF assessment schedule adopted by the FDIC. Institutions are prohibited from
disclosing the risk classification to which they have been assigned. The Deposit
Insurance Funds Act of 1996 provides for assessments to be imposed on insured
depository institutions with respect to deposits insured by the BIF and the
SAIF. Currently, the annual insurance


                                       9
<PAGE>

premiums on bank deposits insured by the BIF and SAIF vary between $0.00 to
$0.27 per $100 of deposits.

         Effects of Governmental Policies. The difference between interest
earned by our banks on their loans and investments and the interest paid by them
on their deposits or other borrowings affects our banks' earnings. The yields on
their assets and the rates paid on their liabilities are sensitive to changes in
prevailing market rates of interest. Thus, the general economic conditions,
fiscal policies of the federal government, and the policies of regulatory
agencies, particularly the Federal Reserve, which establishes national monetary
policy, will influence our banks' earnings and growth. The nature and impact of
any future changes in fiscal or monetary policies cannot be predicted.

         Commercial banks are affected by the credit policy of various
regulatory authorities, including the Federal Reserve. An important function of
the Federal Reserve is to regulate the national supply of bank credit. Among the
instruments of monetary policy used by the Federal Reserve to implement these
objectives are open market operations in U.S. Government securities, changes in
reserve requirements on bank deposits, changes in the discount rate on bank
borrowings, and limitations on interest rates that banks may pay on time and
savings deposits. The Federal Reserve uses these means in varying combinations
to influence overall growth of bank loans, investments and deposits, and also to
affect interest rates charged on loans, received on investments or paid for
deposits.

         The monetary and fiscal policies of regulatory authorities, including
the Federal Reserve, also affect the banking industry. Through changes in the
reserve requirements against bank deposits, open market operations in U.S.
Government securities and changes in the discount rate on bank borrowings, the
Federal Reserve influences the cost and availability of funds obtained for
lending and investing. No prediction can be made with respect to possible future
changes in interest rates, deposit levels or loan demand or with respect to the
impact of these changes on the business and earnings of our banks.

         From time to time, various federal and state laws, rules and
regulations, and amendments to existing laws, rules and regulations, are enacted
that affect banks and bank holding companies. Future legislation and regulation
could significantly change the competitive environment for banks and bank
holding companies. We cannot predict the likelihood or effect of any such
legislation or regulation.

ITEM 2.  Description of Property

         Our principal and executive offices are located at 4205 Hillsboro Pike,
Suite 204, Nashville, Tennessee 37215 in a leased facility with over 5,000
square feet of office space used by The Community Bank as its Green Hills
branch. The Community Bank also operates two other branch offices located in
Brentwood and Franklin, Williamson County, Tennessee. BankTennessee currently
conducts business in five (5) offices located in Shelby and Lauderdale Counties,
Tennessee. Bank of Dyer has four offices located in Madison and Gibson Counties.
Bank of Mason has one office in Tipton County. Cumberland Bank currently
conducts business at nine (9) offices located in Macon, Smith, Sumner, Robertson
and Warren Counties, Tennessee. CBC Financial Services conducts business at two
offices, one in Smith County and one in Sumner County. Cumberland Finance
conducts business at two offices, one located in Sumner County and one in
Rutherford County, Tennessee. InsureTennessee conducts business at one office in
Shelby County that it shares with BankTennessee.

         We own all of our branch office locations except for seven leased
operations which include Cumberland Bank's offices in Gallatin and McMinnville,
The Community Bank's offices in Green Hills, BankTennessee's Collierville Square
office, Cumberland Finance's Murfreesboro office and CBC Financial Services'
office in Carthage.

         Cumberland Bank also operates off-site ATMs at leased locations in
Smith and Sumner Counties.


                                       10
<PAGE>

ITEM 3.  Legal Proceedings

         As of the date hereof, there are no material pending legal proceedings
to which the Company or any of its subsidiaries is a party or of which any of
its properties are subject; nor are there material proceedings known to the
Company or its subsidiaries to be contemplated by any governmental authority;
nor are there material proceedings known to the Company or its subsidiaries,
pending or contemplated, in which any director, officer or affiliate or any
principal security holder of the Company or any of its subsidiaries or any
associate of any of the foregoing, is a party or has an interest adverse to the
Company or any of its subsidiaries.

ITEM 4.  Submission of Matters to a Vote of Shareholders

         No matter was submitted to a vote of security holders during the
quarter ended December 31, 2001.

                                     PART II

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

         The Company's common stock is currently traded over-the-counter on the
OTC Bulletin Board. Prior to being traded on the OTC Bulletin Board, there was
no established public trading market for our shares. Accordingly, there was no
comprehensive record of trades or the prices of any trades prior to the shares
being listed on the OTC Bulletin Board. The following table reflects stock
prices for our shares to the extent any information is available for trades
prior to the fourth quarter of 2001, the date that the shares were first listed
on the OTC Bulletin Board and for trades after such date as reported on the OTC
Bulletin Board.

                 Cumberland Bancorp Incorporated Common Stock(1)

<TABLE>
<CAPTION>
                                                                           HIGH          LOW
                                                                           ----          ---
        <S>                                                                <C>           <C>
        2000:
              First Quarter.................................               $6.25         $6.25
              Second Quarter................................               $6.25         $5.50
              Third Quarter ................................               $5.50         $5.25
              Fourth Quarter ...............................               $5.25         $4.75

        2001:
              First Quarter.................................               $4.75          $4.50
              Second Quarter................................               $4.90          $4.00
              Third Quarter ................................               $4.60          $3.96
              Fourth Quarter................................               $4.13          $3.25

</TABLE>

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

(1)      The amounts per share have been adjusted for stock splits and stock
         dividends prior to December 31, 2001.

         As of February 28, 2002, we had approximately 1,115 record
shareholders. At that date, 13,808,236 shares were outstanding.

         In 2001, cash dividends totaling $0.06 per share were declared (as
adjusted for stock splits). In the first quarter of 2002, a cash dividend was
declared in the amount of $0.015 per share payable on April 15, 2002 to
shareholders of record on March 1, 2002.


                                       11
<PAGE>

         We review our dividend policy at least annually. The amount of the
dividend, while in our sole discretion, depends in part upon the performance of
our banks. Our ability to pay dividends is restricted by federal laws and
regulations applicable to bank holding companies and by Tennessee laws relating
to the payment of dividends by Tennessee corporations. Because substantially all
of our operations are conducted through our subsidiaries, our ability to pay
dividends also depends on the ability of our banks to pay a dividend to us. The
ability of the banks to pay cash dividends is restricted by applicable
regulations of the TDFI, the Federal Reserve, the OTS and the FDIC. As a result,
we may not be able to declare a dividend to holders of the shares even if the
present dividend policy were to change. See "Supervision and Regulation -
Dividend Restrictions."

ITEM 6.  Selected Consolidated Financial Data

         The table below provides selected consolidated financial data for the
Company as of and for each of the five years ended December 31, 1997, 1998,
1999, 2000 and 2001. This information does not include financial data of
BankTennessee or The Community Bank before the July 1997 merger of First Federal
Bancshares, Inc. with us. The merger was accounted for using the purchase method
of accounting. In accordance with purchase accounting, the results of operations
for BankTennessee and The Community Bank are included in the selected
consolidated financial data since the date of the merger. You should read the
following selected consolidated financial information in conjunction with our
financial statements and the notes to those statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
located elsewhere in this document.

<TABLE>
<CAPTION>
                                                                           For years ending December 31,
                                                     -------------------------------------------------------------------------
                                                     2001              2000            1999              1998             1997
                                                     ----              ----            ----              ----             ----
                                                                      (In thousands, except per share amount)
<S>                                               <C>                <C>              <C>              <C>              <C>
Summary of Operations
Interest income                                   $  52,865           51,651           39,193           33,290           20,479
Interest expense                                     28,901           27,057           19,127           17,381           10,429

Net interest income                                  23,964           24,594           20,066           15,909           10,050
Provision for loan losses                            (6,377)          (2,636)          (1,623)          (1,188)          (1,390)
Noninterest income                                    7,048            5,771            4,290            4,237            3,390
Noninterest expense                                 (24,408)         (21,132)         (17,109)         (13,613)          (8,696)

Income before income taxes                              227            6,597            5,624            5,345            3,354
Income tax expense                                       18            2,436            2,113            2,003            1,220

Net earnings                                            209            4,161            3,511            3,342            2,134
Basic earnings per share                               0.02             0.30             0.28             0.28             0.25
Diluted earnings per share                             0.01             0.30             0.27             0.28             0.24
Dividends per common share                             0.06             0.05               --               --               --
Book value per common share                            2.85             2.86             2.57             2.01             1.71

Selected Period-End Balances
Total assets                                        667,511          643,457          525,559          408,706          330,335
Loans net of unearned income                        522,245          507,217          440,316          321,547          269,378
Allowance for loan losses                             9,023            6,137            5,146            4,012            3,214
Total deposits                                      549,424          524,142          435,252          357,404          285,049
</TABLE>


                                       12
<PAGE>

<TABLE>
<S>                                               <C>                <C>              <C>              <C>              <C>
Other borrowings                                     60,186           64,535           49,284           25,206           23,189
Shareholders' equity                                 39,313           39,476           35,275           22,059           18,650

Selected Average Balances
Total assets                                        671,690          576,622          453,378          372,967          226,220
Securities                                           32,344           23,468           25,886           26,612           14,631
Loans net of unearned income                        512,918          476,339          374,714          293,665          184,792
Allowance for loan losses                             7,027            5,635            4,196            3,504            2,603
Total deposits                                      550,569          485,708          387,941          319,796          196,219
Other borrowings                                     63,975           47,437           34,477           27,776           12,922
Shareholders' equity                                 40,056           37,366           27,200           20,607           13,543

Selected Operating Ratios
Annual % change in average loans                       7.68%           27.12%           27.60%           58.92%           88.49%
Annual % change in average assets                     16.49%           27.18%           21.56%           64.87%           80.43%
Return on average equity                               0.52%           11.14%           12.91%           16.22%           15.76%
Return on average assets                               0.03%            0.72%            0.77%            0.90%            0.94%
</TABLE>

Per share amounts adjusted to reflect the effect of stock splits and stock
dividends.

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

         You should read the following discussion in conjunction with our
financial statements and the notes to those statements appearing elsewhere in
this document.

Critical Accounting Policies

         The accounting principles followed by the Corporation and the methods
of applying these principles conform with United States generally accepted
accounting principles and with general practices within the banking industry.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Critical accounting policies relate to investments, loans, allowance for loan
losses, intangibles, revenues, expenses, stock options and income taxes. A
description of these policies, which significantly affect the determination of
the financial position, results in operations and cash flows, are summarized in
Note 1, Summary of Significant Accounting Policies in the Notes to Consolidated
Financial Statements and discussed elsewhere in this section.

Overview

         The Company had several significant events that occurred during 2001
which affected its financial condition and results of operations. The Company
experienced poor earnings and a decline in growth of total assets during 2001 as
compared to prior years. Earnings were adversely impacted by large increases to
the provision for loan losses and a reduction in net interest margins, both of
which are discussed in more detail below. Significant management resources were
required for oversight of asset quality issues, which limited managements'
ability to focus on marketing and on overall Company growth. As further
explained in this document, economic conditions, including the abrupt decline in
interest rates, and the recessionary economic environment, were primary factors
contributing to the above.

         Assets grew from $643.5 million at year-end 2000 to $667.5 million at
December 31, 2001, a $24.0 million increase or 3.7%. The primary changes in
assets were the $15.0 million increase in net loans and the $31.6 million
increase in securities. We funded these increases primarily by an increase in
deposits of


                                       13
<PAGE>

$25.3 million. Our total liabilities grew from $604 million at year end 2000 to
$628 million at December 31, 2001, a $24.2 million increase or 4.0%. In addition
to the deposit growth mentioned above, advances from the Federal Home Loan Bank
increased $4.6 million.

         Additionally, in the third quarter of 2001, the Company completed a
Trust Preferred offering which raised approximately $4.0 million. This funding
source, for regulatory capital purposes, is treated as Tier I capital.

         Shareholders' equity decreased $163,000 to $39.3 million at December
31, 2001. Our leverage capital ratio increased from 7.42% at December 31, 2000
to 7.47% at December 31, 2001. See note 17 to our consolidated financial
statements for more information relating to capital.

Results of Operations Year ended December 31, 2001 Compared to the Year ended
December 31, 2000

         Net earnings were $209,000 in 2001 compared to $4.2 million in 2000.
Total revenues increased 4.3% while total expenses increased 10.6% during 2001
as compared to the prior year.

         Net interest income decreased $630,000 or 2.6%, to $24.0 million in
2001 from $24.6 million in 2000. Net interest income was adversely affected by
the Federal Reserve's effort to stimulate economic growth by decreasing the
Federal funds rate a total of 475 basis points to 1.75% during 2001. Likewise,
banks followed by reducing the rate charged to their prime loan customers 475
basis points to 4.75%. This significant decline in interest rates accelerated
prepayments on both loans and securities. Additionally, variable rate loans were
reset to the lower market interest rates. This exposed the asset sensitive bias
of the banks' balance sheet. Interest-bearing liabilities were unable to reprice
downward at the same speed, degree or volume as earning assets. Unlike the
earning assets, interest-bearing liabilities did not have the ability to realize
100% of the continued decreases in market interest rates in this already low
rate environment. Once interest rates stabilized allowing interest-bearing
liabilities to cycle forward, net interest income improved.

         The increase in the level of non-performing assets also heavily
contributed to this decline in net interest income. Lost interest totaling
$855,000 due to loans in a non-accrual status negatively impacted performance.
Non-accruals and foreclosed property levels increased $7 million and $4 million,
respectively, over the prior year.

         The Company also recorded a full year's interest expense on the $8
million Trust Preferred securities issued in December 2000 and five months of
expense for the additional $4 million issued in July of 2001.

         These factors combined to cause a reduction in net interest income.

         The Company's net interest spread and net yield on earning assets were
3.98% and 3.90% respectively, in 2001 as compared to 4.69% and 4.65% in 2000.
Net interest spread represents the difference in the yield on earning assets and
the rate paid on interest bearing liabilities. Net yield on earning assets is
net interest income divided by average earning assets. As previously mentioned,
margin contraction resulted from the asset sensitive bias of the balance sheet
given the significant reduction in market interest rates coupled with asset
quality deterioration. The decline in the average yield on earning assets, which
fell from 9.76% in 2000 to 8.61% in 2001, reduced interest income significantly.
The yield on loans was 9.39% in 2001, compared to 10.17% in 2000. The lower
yield on loans was the primary factor driving the decrease in net interest
margin. More detail on changes in interest income and interest expense due to
changes in rates is shown on page 24.

         The provision for loan losses was $6.4 million at December 31, 2001
compared to $2.6 million at December 31, 2000, a 141.9% increase. The increase
in the provision was attributable to the increase in


                                       14
<PAGE>

classified loans and net charge-offs. Net loan charge-offs were $3.5 million in
2001 compared to $1.7 million in 2000. Charge-offs increased due to increased
losses in commercial, real estate and consumer loans. Loan classifications
increased due to the economic downturn and management's aggressive
identification actions on loans to borrowers which otherwise are able to make
principal and interest payments, but, upon review, appear to have financial
weaknesses. During the second half of 2001, additional emphasis was placed on
reviewing and identifying weak and problem credits. Through extensive internal
and outside loan review, significant problem loans were identified. Additional
provisions for loan losses were necessary to provide an adequate allowance
related to these loans.

         Noninterest income increased $1.3 million, or 22.1%, to $7.0 million in
2001 from $5.7 million in 2000. Service charges on deposit accounts continue to
be our largest source of noninterest income. These charges increased $880,000 or
32.9% in 2001 to $3.6 million. This compares to $2.7 million for 2000. The
increase resulted from an increase in the number of accounts subject to service
charges, repricing of certain customer services and a stronger emphasis on the
collection of fees. Mortgage banking income increased $517,000 or 63.7% from
2000 levels, primarily due to growth in mortgage activity related to falling
interest rates.

         Noninterest expense increased $3.3 million, or 15.5%, to $24.4 million
in 2001 from $21.1 million in 2000. Included in noninterest expense are
increases in data processing expenses of $212,000 and occupancy expense of
$642,000. Salaries and benefits increased from $11.2 million in 2000 to $12.1
million in 2001, or an increase of $968,000 or 8.7%. Also, included in
noninterest expense is $505,000 in net losses of unconsolidated affiliates.
Other increases in miscellaneous operating expenses totaled $1.1 million related
to increases in loan fees expense, legal fees, and expenses related to other
real estate.

Results of Operations Year ended December 31, 2000 Compared to the Year ended
December 31, 1999

         Net earnings were $4.2 million in 2000 compared to $3.5 million in
1999. Total revenues increased 32% while total expenses increased 33% during
2000 as compared to the prior year.

         Net interest income increased $4.5 million, or 23%, to $24.6 million in
2000 from $20.1 million in 1999. The increase is a result of growth in average
earning assets of our bank subsidiaries throughout the year, and the results of
our branch expansion efforts.

         The Company's net interest spread and net yield on earning assets were
4.69% and 4.65% respectively, in 2000 as compared to 4.66% and 4.71% in 1999.
The increase in net interest spread was the result of yields on earning assets
increasing faster than rates paid on interest bearing liabilities. The decrease
in net yield on earning assets was the result of average interest bearing
liabilities increasing more than average interest earning assets. Net interest
spread represents the difference in the yield on earning assets and the rate
paid on interest bearing liabilities. Net yield on earning assets is net
interest income divided by average earning assets.

         The provision for loan losses was $2.6 million in 2000 compared to $1.6
million in 1999, a 62.4% increase. The increase in the provision was
attributable to the 15% increase in loans and an increase in net loan
charge-offs. Net loan charge-offs were $1.7 million in 2000 compared to $0.6
million in 1999. Charge-offs increased due to increased losses in consumer, real
estate and commercial loans.

         Noninterest income increased $1.5 million, or 35%, to $5.7 million in
2000 from $4.3 million in 1999. Mortgage banking income declined $126,000 or 13%
from 1999 levels, primarily due to reduction in mortgage activity related to
rising interest rates.

         Noninterest expense increased $4.0 million, or 24%, to $21.1 million in
2000 from $17.1 million in 1999. Included in noninterest expense are increases
in data processing expenses of $474,000 and postage,


                                       15
<PAGE>

freight and courier expense of $90,000. Other increases in other expenses are
primarily a result of overall growth. Salaries and benefits increased from $9.2
million in 1999 to $11.2 million in 2000 or an increase of 21%.

Loans

         The following table presents various categories of loans contained in
our banks' loan portfolio for the periods indicated and the total amount of all
loans for such period:

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                     2001            2000            1999            1998            1997
                                                  ---------        --------        --------        --------        --------
                                                                               (In thousands)
<S>                                               <C>               <C>             <C>             <C>             <C>
Type of Loan
Real estate-construction and
   development                                    $  73,713          73,706          80,789          55,220          42,819
Real estate-1 to 4 family
   residential                                      181,675         181,723         157,820         140,138         121,928
Real estate other                                    68,089          63,450          49,708          12,555          26,956
Commercial, financial and
   agricultural                                     142,122         131,548         102,385          71,070          38,977
Consumer                                             57,517          58,156          50,643          45,431          41,941
Other                                                 1,115           1,396           1,744             746             208
                                                  ---------        --------        --------        --------        --------
Total loans                                         524,231         509,979         443,089         325,160         272,829
Unearned income
   and deferred fees                                 (1,986)         (2,762)         (2,773)         (3,613)         (3,451)
                                                  ---------        --------        --------        --------        --------
     Net loans                                    $ 522,245         507,217         440,316         321,547         269,378
                                                  =========        ========        ========        ========        ========
</TABLE>

         Loan growth was $15.0 million, or 3.0%, during 2001, and $66.9 million,
or 15.2%, during 2000. Loan growth was less in 2001 primarily as a result of
declining economic conditions. Furthermore, managements' focus on managing asset
quality issues detracted from business development efforts.

         At December 31, 2001, 1-4 family residential real estate loans
constituted 34.7% of total loans and construction and development loans
constituted 14.1% of total loans. Construction and development loans typically
involve 1-4 family residential properties or loans to develop subdivisions of
such properties. More than half of our construction and development loans are
made to finance speculative construction by builders. The remaining builder
loans are for custom-built homes with sales contracts in place. Most of our real
estate loans are secured by properties located in the primary service areas of
our banks.

         The following is a presentation of an analysis of maturities of loans
as of December 31, 2001:

<TABLE>
<CAPTION>
                                                                Due in 1 year     Due in 1 to 5    Due After 5
                 Type of Loan                                      or less            Years           Years            Total
                                                                  ---------          -------          ------          -------
                                                                                          (In thousands)
<S>                                                               <C>                <C>              <C>             <C>
Real estate-construction & development                            $  65,126            8,587              --           73,713
Real estate-1-4 family residential                                   96,160           73,448          12,067          181,675
Real estate-other                                                    27,371           31,682           9,036           68,089
Commercial, financial and agricultural                               87,556           51,073           3,493          142,122
Consumer                                                             25,794           31,523             200           57,517
Other                                                                   745              369               1            1,115
                                                                  ---------          -------          ------          -------
     Total                                                        $ 302,752          196,682          24,797          524,231
                                                                  =========          =======          ======          =======
</TABLE>


                                       16
<PAGE>

         At December 31, 2001, $210 million in loans due after one year had
predetermined interest rates and $11 million in loans due after one year had
floating interest rates.

         It is our philosophy to pursue real estate lending as our core type of
lending relationship. Of our combined loan portfolio, 61.7% is secured by
residential and other real estate.

Provision for Loan Losses and Asset Quality

         The provision for loan losses represents charges made to earnings to
maintain an adequate allowance for loan losses. The allowance is maintained at
an amount believed by management to be sufficient to absorb inherent losses in
the loan portfolio. Factors considered in establishing an appropriate allowance
include an assessment of the financial condition of the borrower, a
determination of the value and adequacy of underlying collateral, the condition
of the local economy and the condition of the specific industry of the borrower,
an analysis of the levels and trends of loan categories, and a review of
delinquent and classified loans. We apply a systematic process for determining
the adequacy of the allowance for loan losses, including an internal loan review
function and a monthly analysis of the adequacy of the allowance. Our monthly
analysis includes determination of specific potential loss factors on individual
classified loans, historical potential loss factors derived from actual net
charge-off experience and trends in nonperforming loans, and potential loss
factors for other loan portfolio risks such as loan concentrations, local
economy, and the nature and volume of loans.

         An analysis of our loss experience, is furnished in the following table
for the periods indicated:

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                             2001           2000           1999           1998           1997
                                                          ---------       --------       --------       --------       --------
                                                                                  (Dollars in thousands)
<S>                                                       <C>             <C>            <C>            <C>            <C>
Balance at beginning of year                              $   6,137          5,146          4,012          3,214          1,386
Increase due to acquisitions                                     --             58            152             --          1,229
                                                          ---------       --------       --------       --------       --------
Loans charged-off:
     Real estate-construction & development                    (258)           (73)            --            (65)            --
     Real estate-1 to 4 single family                          (295)          (414)          (117)           (45)           (23)
     Real estate-other                                         (608)           (62)            --             --            (90)
     Commercial, financial & agricultural                    (1,553)          (614)          (123)           (54)           (35)
     Consumer                                                (1,052)          (704)          (518)          (324)          (721)
     Other                                                     (137)            --             --            (24)            --
                                                          ---------       --------       --------       --------       --------

         Total charge-offs                                $  (3,903)        (1,867)          (758)          (512)          (869)
                                                          ---------       --------       --------       --------       --------

Charge-offs recovered:
     Real estate - construction & development                    19             --             --             21             --
     Real estate - 1-4 single family                             34              5              9              2             11
     Real estate - other                                         29             32             --             --             --
     Commercial                                                 112             10             19              5              1
     Consumer                                                   156            117             89             76             66
     Other                                                       62             --             --             18             --
                                                          ---------       --------       --------       --------       --------
         Total recoveries                                 $     412            164            117            122             78
                                                          ---------       --------       --------       --------       --------
</TABLE>


                                       17
<PAGE>

<TABLE>
<S>                                                       <C>             <C>            <C>            <C>            <C>
Net loans charged-off                                        (3,491)        (1,703)          (641)          (390)          (791)
Current year provision                                        6,377          2,636          1,623          1,188          1,390
                                                          ---------       --------       --------       --------       --------
Balance at end of year                                    $   9,023          6,137          5,146          4,012          3,214
                                                          =========       ========       ========       ========       ========

Loans at year end                                         $ 522,245        507,217        440,316        321,547        269,378
Ratio of allowance to loans at year end                        1.72%          1.21%          1.17%          1.25%          1.19%
Average loans                                             $ 512,918        476,339        374,716        293,665        184,792
Ratio of net loans charged off to average loans                0.68%          0.35%          0.17%          0.13%          0.43%
</TABLE>

         The recorded values of loans actually removed from the consolidated
balance sheets are referred to as charge-offs and, after netting out recoveries
on previously charged-off assets, become net charge-offs. Our policy is to
charge off loans, when, in management's opinion, the loan is deemed
uncollectible, although concerted efforts are made to maximize recovery. Our
level of net charge-offs to average loans was 0.68% in 2001 and 0.35% in 2000.
Charge-offs were higher due to real estate foreclosures and consumer
bankruptcies in 2001. Recessionary economic conditions, locally and on a
national level, have adversely affected borrowers, particularly those that were
marginally capitalized. During 2001, the provision for loan losses of $6.4
million was $3.7 million more than the preceding year. Factors which gave rise
to the increased provision in 2001 were primarily a substantial increase in loan
losses and non-performing loans.

         The level of non-performing loans is an important element in assessing
asset quality and the relevant risk in the credit portfolio. Non-performing
loans include non-accrual loans, restructured loans and loans delinquent 90 days
or more. Loans are classified as non-accrual when management believes that
collection of interest is doubtful. When loans are placed on nonaccrual status,
all unpaid accrued interest is reversed. Another element associated with asset
quality is foreclosed properties, (carried as other real estate on the balance
sheet), which represent real estate or personal property acquired through loan
defaults by customers.

         The following table presents information regarding nonaccrual, past due
and restructured loans, and foreclosed properties at the dates indicated:

<TABLE>
<CAPTION>
                                                                                   December 31,
                                                             2001         2000         1999         1998         1997
                                                          ---------     --------     --------     --------     --------
                                                                               (Dollars in Thousands)
<S>                                                       <C>              <C>          <C>          <C>          <C>
Loans accounted for on a non-
accrual basis                                             $  12,625        5,608        2,446        1,745        1,561
Accruing loans which are
contractually past due 90 days or
more as to principal and interest
payments                                                      1,168          345          241          467           86
Restructured loans (1)                                          252          693          652          443
                                                          ---------     --------     --------     --------     --------
Total nonperforming loans                                    14,045        5,953        3,380        2,864        2,090
Foreclosed properties                                         7,330        3,142        2,400          610          630
</TABLE>

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

(1)      As of December 31, 2001, all restructured loans were in compliance with
         their modified terms.

         Non-performing loans were 2.7% and 1.2% of loans at December 31, 2001
and 2000, respectively. The dollar increase in non-performing loans during 2001
is due to a growing and maturing portfolio, along


                                       18
<PAGE>

with conditions in the marketplace. Additional interest income of approximately
$855,000 in 2001, $499,000 in 2000, $125,000 in 1999, $121,000 in 1998, and
$79,000 in 1997 would have been recorded if all loans accounted for on a
non-accrual basis had been current in accordance with their original terms. No
interest income has been recognized during the five year period ended December
31, 2001 on loans that have been accounted for on a non-accrual basis.

         Management has internally classified approximately $4 million in loans
as substandard based upon other possible credit problems. These loans are not
included in the above amounts. These loans are performing loans but are
classified as substandard due to payment history, decline in the borrowers'
financial position or decline in collateral value. Loans classified as
substandard are inadequately protected by the current sound worth and paying
capacity of the obligor or the collateral pledged, if any. Loans so classified
must have a well-defined weakness or weakness that jeopardize the liquidation of
the debt. Loans classified as doubtful have all the weaknesses inherent in one
classified substandard, with the added characteristic that the weaknesses make
collection or liquidation in full, on the basis of currently existing facts,
conditions and values, highly questionable and improbable. Loans classified as
loss are considered uncollectible and of such little value that their
continuance as bankable assets is not warranted.

         As of December 31, 2001, there are no loans classified by our
regulators or management as loss, doubtful or substandard that have not been
disclosed above or which represent or result from trends or uncertainties which
management reasonably expects will materially impact future operating results,
liquidity, or capital resources, or represent material credits about which
management is aware of any information which causes management to have serious
doubts as to the ability of such borrowers to comply with the loan repayment
terms.

         Non-performing loans, net charge-offs and foreclosed properties
increased substantially during 2001. However, management believes the allowance
for loan losses and the carrying value of foreclosed properties is properly
stated at December 31, 2001. Substantial resources have been devoted to
identifying, grading and valuing problem assets during 2001. Although it is
likely that the Company will continue to have asset quality problems to deal
with in 2002, management believes that identifiable problem assets have been
appropriately provided for in the accompanying financial statements.

                  The allocation of the allowance for loan losses by loan
         category at December 31, for the years indicated is presented below:

<TABLE>
<CAPTION>
                                                                                      As of December 31,
                                                                      2001                    2000                   1999
                                                                ----------------        ---------------        ---------------
                                                                         Percent of             Percent of             Percent of
                                                                        Allowance to           Allowance to           Allowance to
                                                                            Total                  Total                  Total
                                                                Amount    Allowance    Amount    Allowance    Amount    Allowance
                                                                ------  ------------   ------  ------------   ------  ------------
<S>                                                             <C>     <C>            <C>      <C>           <C>      <C>
Real estate - construction &
  development ...........................................       $1,444        16%       1,227        20%       1,029        20%
Real estate - 1-4 single family .........................          541         6%         430         7%         257         5%
Real estate - other .....................................          722         8%         368         6%         309         6%

Commercial, financial and ...............................        3,519        39%       1,289        21%       1,132        22%
  agricultural
Consumer ................................................        2,166        24%       1,964        32%       1,647        32%
Other ...................................................          180         2%         123         2%         103         2%
Unallocated .............................................          451         5%         736        12%         669        13%
                                                                ------       ---        -----       ---        -----       ---

       Total ............................................       $9,023       100%       6,137       100%       5,146       100%
                                                                ======       ===        =====       ===        =====       ===
</TABLE>


                                       19
<PAGE>

         As of December 31, 2001, real estate mortgage loans constituted 61.7%
of outstanding loans. Approximately $136 million, or 42%, of this category
represents first mortgage residential real estate mortgages where the amount of
the original loan generally does not exceed 80% of the appraised value of the
collateral. We have $73.7 million in construction and development loans, which
are primarily related to the home building industry in Shelby, Williamson,
Davidson and Sumner Counties, Tennessee. The remaining portion of this category
consists primarily of commercial real estate loans. Risk of loss for these loans
is generally higher than residential loans. Therefore, management has allocated
a significant portion of the allowance for loan losses to this category.

Securities

         Our banks' securities portfolios are primarily used as a source of
liquidity. Total securities were $55.5 million at year-end 2001, which is up
$31.6 million from year-end 2000. The securities portfolios comprised 8.3% of
total assets at year-end 2001. Our banks' policy guidelines are designed to
minimize credit, market and liquidity risk. Securities generally must be
investment grade or higher to be purchased. Over the last year, a majority of
newly-purchased securities have been designated as available for sale to
increase flexibility for asset liability management. Approximately 32.1% of
securities held at year-end 2001 were pledged to secure public deposits and for
other purposes as required or permitted by law. Other than commitments to
originate or sell mortgage loans, our banks do not invest in off-balance sheet
or derivative financial instruments.

         We invest primarily in obligations of the United States or obligations
guaranteed as to principal and interest by the United States, other taxable
securities and in certain obligations of states, counties and municipalities
("SCM"). The majority of the mortgage-backed securities are instruments of U.S.
Government agencies. In addition, we enter into federal funds transactions with
our principal correspondent banks, and act as a net seller of such funds. We do
not hold securities of any single issuer that exceeded ten percent of
shareholders' equity.

         The following tables present, for the periods indicated, the carrying
amount of our securities portfolio, including mortgage-backed securities,
segregated into available for sale and those held to maturity categories.

<TABLE>
<CAPTION>
                                                                                               At December 31,
                                                                                   ---------------------------------------
                                                                                     2001            2000            1999
                                                                                   -------          ------          ------
                                                                                            (Dollars in thousands)
<S>                                                                                <C>              <C>            <C>
Available for sale:
   U.S. Government and agencies                                                    $25,222           9,888          10,378
   Obligations of SCM                                                                3,933           2,866           2,727
   Mortgage-backed                                                                  10,467           1,246           1,464
   Other debt securities                                                             1,863             233             262
   Marketable equity securities                                                      1,329           1,333           1,268
                                                                                   -------          ------          ------
      Total available for sale                                                      42,814          15,566          16,099
                                                                                   -------          ------          ------
Held to maturity:
   U.S. Government and agencies                                                      6,297           4,600           2,560
   Obligations of SCM                                                                  918             654             230
   Mortgage-backed                                                                   2,912           3,171           3,844
   Other debt securities                                                             2,608              --              43
                                                                                   -------          ------          ------
        Total held to maturity                                                      12,735           8,425           6,677
                                                                                   -------          ------          ------
        Total securities                                                           $55,549          23,991          22,776
                                                                                   -------          ------          ------
</TABLE>


                                       20
<PAGE>

         The following table indicates, for the year ended December 31, 2001,
the amount of investments due in (1) one year or less, (2) one to five years,
(3) five to ten years, and (4) over ten years:

<TABLE>
<CAPTION>
                        1 yr or                                              5 to                    Over
                           less                 1 to 5 yrs                 10 yrs                   10 yrs                  Total
                         Balance       Yield      Balance       Yield      Balance       Yield      Balance       Yield     Balance
-----------------------------------------------------------------------------------------------------------------------------------
                                                          (Dollars in Thousands)
<S>                      <C>           <C>        <C>           <C>        <C>           <C>        <C>           <C>        <C>
Available for sale:
 U.S. Government
   and agencies          $  503        5.62%      18,293        5.20%       5,711        5.71%         715        6.21%      25,222
Obligations of SCM           --          --          333        4.52%       1,412        4.76%       2,188        4.89%       3,933
Mortgage-backed              28        6.40%       7,155        5.27%       1,137        5.73%       2,147        5.22%      10,467
Marketable equity
securities(2)                --          --           --          --           --          --        1,329        6.90%       1,329
Other                        --          --           --          --           --          --        1,863        6.65%       1,863
Held to maturity:
U.S. Government
and agencies                100        6.28%       1,710        5.06%       3,906        6.36%         581        5.56%       6,297
Obligations of SCM           --          --           45        4.15%         358        5.02%         515        4.26%         918
Mortgage-backed              --          --           --          --           --          --        2,912        6.19%       2,912
Other                                                                                                2,608        8.90%       2,608
-----------------------------------------------------------------------------------------------------------------------------------
     Totals              $  631                   27,536                   12,524                   14,858                   55,549
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Yields are presented based on adjusted cost basis of securities
         available for sale. Yields based on carrying value would be higher
         since fair value is less than adjusted cost.

(2)      Marketable equity securities are included in the over 10 year category
         as there is no maturity.

Deposits and Borrowings

         Deposits are our primary source of funding loans. Depending upon
current market rates, we may from time to time use FHLB borrowings to complement
our funding needs. See Liquidity and Interest Rate Sensitivity. We believe we
have the ability to generate deposit growth within our local markets as loan
demand dictates. Our long-term strategy has been to match the competition on
popular deposit products such as money market demand accounts and certificates
of deposit. FHLB advances, while typically more costly than deposit funding, are
typically the lowest cost borrowed funds available to institutions such as our
banks. As of December 31, 2001, the balance of FHLB borrowings totaled $50.9
million, none of which mature before December 31, 2002.

         Total deposits grew at a rate of 4.8% during 2001, resulting from the
maturing of our newer branch locations and more attractive pricing for deposits.
Deposit growth was greater than loan growth in 2001, resulting in a decrease in
loan to deposit ratio from 96.8% at year end 2000 to 95.0% at year end 2001. The
increase in deposit growth over loan growth resulted in an increase of
securities of $31.6 million at the end of 2001.

         We operate retail bank branches in twelve (12) different Tennessee
counties, have fifty percent (50%) ownership of a stand-alone federal savings
bank in one Kentucky county through a joint venture, and have fifty percent
(50%) ownership of a de novo bank in Nashville, Tennessee through a joint
venture. Each local market has its own unique deposit customer base. Deposit
growth has been strong in the communities where new additional branches have
been established. In general, large certificate of deposit customers tend to be
more sensitive to interest rate levels, making these deposits less reliable
sources of funding from


                                       21
<PAGE>

liquidity planning purposes than core deposits. We have normally had to pay a
small premium for these types of deposits above current rates. However, we
believe that we have long-term customers who maintain substantial deposits with
our banks based upon personal relationships with each bank's officers and
employees.

         Average amount of and average rate paid for our deposits for year-end
1999, 2000 and 2001 are represented by deposit category on the table on pages 24
through 25 of this section of the documents.

         The following table indicates amounts outstanding of time certificates
of deposit of $100,000 or more and respective maturities for the year ended
December 31, 2001:

<TABLE>
<CAPTION>
                                                              Time Certificates
                                                                  of Deposit
                                                              -----------------
                                                                (In thousands)
                  <S>                                         <C>
                  3 months or less                                $   30,798
                  3-12 months                                         96,151
                  Over 12 months                                      18,536
                                                                  ----------
                  Total                                           $  145,485
                                                                  ==========
</TABLE>


                                       22
<PAGE>
                   CUMBERLAND BANCORP, INC. AND SUBSIDIARIES
         CONSOLIDATED AVERAGE BALANCE SHEETS, NET INTEREST REVENUE AND
                CHANGES IN INTEREST INCOME AND INTEREST EXPENSE


The following table shows the consolidated average monthly balances of each
principal category of assets, liabilities, and shareholders' equity of the
Company, and an analysis of net interest revenue, and the change in interest
income and interest expense segregated into amounts attributable to changes in
volume and changes in rates.


<TABLE>
<CAPTION>
                                                                      (Dollars in Thousands)
                                                  2001                              2000                   2001/2000 CHANGE
                                      -----------------------------    ----------------------------   ---------------------------
                                       AVERAGE   INTEREST   REVENUE/   AVERAGE   INTEREST   REVENUE/  DUE TO    DUE TO
                                       BALANCE     RATE     EXPENSE    BALANCE     RATE     EXPENSE   VOLUME    RATE(1)     TOTAL
                                      --------   --------   -------    -------   --------   -------   ------    ------      -----
<S>                                   <C>        <C>        <C>        <C>       <C>        <C>       <C>       <C>         <C>
Net loans (2 and 3)                   $512,918     9.39%    $48,155    476,339    10.17%     48,465    3,722    (4,032)      (310)
Securities                              32,344     6.05%      1,958     23,468     6.55%      1,537      581      (160)       421
Federal funds sold                      37,222     3.30%      1,227     18,419     6.00%      1,106    1,129    (1,008)       121
FHLB and FRB stock                       4,513     8.27%        373      3,711     6.63%        246       53        74        127
Interest-bearing deposits in banks      26,739     4.31%      1,152      7,442     3.99%        297      770        85        855
                                      --------    -----     -------    -------    -----     -------   ------    ------      -----

 Total earning assets                  613,736     8.61%    $52,865    529,379     9.76%     51,651    6,255    (5,041)     1,214
                                                  =====     =======               =====     =======   ======    ======      =====

Cash and due from banks                 20,295                          17,330
Allowance for loan losses               (7,027)                         (5,635)
Other assets                            44,686                          35,548
                                      --------                         -------

 Total assets                         $671,690                         576,622
                                      ========                         =======

Deposits:
 NOW investments                      $ 40,467     2.29%        925     41,568     2.31%        960      (25)      (10)       (35)
 Money market investments              106,954     3.42%      3,656     93,008     4.97%      4,623      693    (1,660)      (967)
 Savings                                15,819     2.86%        453     16,288     2.79%        454      (13)       12         (1)
 Time deposits $100,000 and over       126,854     5.40%      6,851     97,140     6.15%      5,975    1,828      (952)       876
 Other time deposits                   211,014     6.04%     12,745    196,611     6.10%     12,002      879      (136)       743
                                      --------    -----     -------    -------    -----     -------   ------    ------      -----
 Total interest-bearing deposits       501,108     4.92%     24,630    444,615     5.40%     24,014    3,362    (2,746)       616

Non interest-bearing demand deposits    49,461                   --     41,093                   --
                                      --------    -----     -------    -------    -----     -------   ------    ------      -----
 Total deposits                        550,569     4.47%     24,630    485,708     4.94%     24,014    3,362    (2,746)       616

Fed Funds purchased                      6,305     4.23%        267      5,345     5.82%        311       56      (100)       (44)
Notes payable                            7,934     8.00%        635      7,950     7.50%        596       (1)       40         39
FHLB advances and other borrowings      49,736     5.29%      2,629     34,142     6.26%      2,136       10       483        493
Trust preferred securities               9,600     7.71%        740         --       --          --      740        --        740
                                      --------    -----     -------    -------    -----     -------   ------    ------      -----

 Total deposits and borrowed funds     624,144     4.63%     28,901    533,145     5.07%     27,057    4,167    (2,323)     1,844
                                                  -----     -------               -----     -------   ------    ------      -----

Other liabilities                        7,490                           6,111
Shareholders' equity                    40,056                          37,366
                                      --------                         -------

 Total liabilities and
  shareholders' equity                $671,690                         576,622
                                      ========                         =======

Net interest income                                         $23,964                         $24,594    2,088    (2,718)      (630)
                                                            =======                         =======   ======    ======      ======

Net yield on earning assets                        3.90%                           4.65%
                                                  =====                           =====
</TABLE>


1   Changes in interest income and expense not due solely to balance or rate
    changes are included in the rate category.

2   Interest income includes fees on loans of $2,283 in 2001 and $3,164 in 2000.

3   Nonaccrual loans are included in average loan balances and the associated
    income (recognized on a cash basis) is included in interest.

4   No taxable equivalent adjustments have been made since the effect of tax
    exempt income is insignificant.



                                       23
<PAGE>


                    CUMBERLAND BANCORP, INC. AND SUBSIDIARIES
          CONSOLIDATED AVERAGE BALANCE SHEETS, NET INTEREST REVENUE AND
                 CHANGES IN INTEREST INCOME AND INTEREST EXPENSE

The following table shows the consolidated average monthly balances of each
principal category of assets, liabilities and stockholders' equity of the
Company, and an analysis of net interest revenue, and the change in interest
income and interest expense segregated into amounts attributable to changes in
volume and changes in rates.


<TABLE>
<CAPTION>
                                                                      (Dollars in Thousands)
                                                  2000                              1999                   2000/1999 CHANGE
                                      -----------------------------    ----------------------------   ---------------------------
                                       AVERAGE   INTEREST   REVENUE/   AVERAGE   INTEREST   REVENUE/  DUE TO    DUE TO
                                       BALANCE     RATE     EXPENSE    BALANCE     RATE     EXPENSE   VOLUME    RATE(1)     TOTAL
                                      --------   --------   -------    -------   --------   -------   ------    ------      -----
<S>                                   <C>        <C>        <C>        <C>       <C>        <C>       <C>       <C>         <C>
Net loans (2 and 3)                   $476,339    10.17%    $48,465    374,714     9.75%     36,528    9,907     2,030     11,937
Securities                              23,468     6.55%      1,537     25,886     5.80%      1,502     (140)      175         35
Federal funds sold                      18,419     6.00%      1,106     15,046     4.72%        710      159       237        396
FHLB and FRB stock                       3,711     6.63%        246      2,921     6.85%        200       54        (8)        46
Interest-bearing deposits in banks       7,442     3.99%        297      7,824     3.23%        253      (12)       56         44
                                      --------    -----     -------    -------    -----     -------   ------    ------     ------

Total earning assets                   529,379     9.76%    $51,651    426,391     9.19%     39,193    9,968     2,490     12,458
                                                  =====     =======               =====     =======   ======    ======     ======
Cash and due from banks                 17,330                           8,903
Allowance for loan losses               (5,635)                         (4,196)
Other assets                            35,548                          22,278
                                      --------                         -------

  Total assets                        $576,622                         453,376
                                      ========                         =======

Deposits:
  NOW investments                     $ 41,568     2.31%    $   960     35,889     2.38%        854      135       (29)       106
  Money market investments              93,008     4.97%      4,623     90,045     4.53%      4,082      134       407        541
  Savings                               16,288     2.79%        454     15,090     3.06%        462       37       (45)        (8)
  Time deposits $100,000 and over       97,140     6.15%      5,975     65,587     5.20%      3,411    1,641       923      2,564
  Other time deposits                  196,611     6.10%     12,002    149,464     5.51%      8,241    2,600     1,161      3,761
                                      --------    -----     -------    -------    -----     -------   ------    ------      -----
Total interest-bearing
  deposits                             444,615     5.40%     24,014    356,075     4.79%     17,050    4,547     2,417      6,964

Non interest-bearing demand
  deposits                              41,093                   --     31,866       --          --
                                      --------    -----     -------    -------    -----     -------   ------    ------      -----

Total deposits                         485,708     4.94%     24,014    387,941     4.39%     17,050    4,547     2,417      6,964

Fed Funds purchased                      5,345     5.82%        311      2,334     5.06%        118      152        41        193
Notes payable                            7,950     7.50%        596      7,293     7.93%        578       52       (34)        18
FHLB advances and other borrowings      34,142     6.26%      2,136     24,850     5.56%      1,381        5       750        755
                                      --------              -------    -------              -------   ------    ------      -----
Total deposits and
  borrowed funds                       533,145     5.07%     27,057    422,418     4.53%     19,127    4,756     3,174      7,930
                                                  -----     -------               -----     -------

Other liabilities                        6,111                           3,760
Stockholders' equity                    37,366                          27,200
                                      --------                         -------
  Total liabilities and
    stockholders' equity              $576,622                         453,378
                                      ========                         =======

Net interest income                                         $24,594                         $20,066    5,212      (684)     4,528
                                                            =======                         =======   ======    ======      ======

Net yield on earning assets                        4.65%                           4.71%
                                                  =====                           =====
</TABLE>


1   Changes in interest income and expense not due solely to balance or rate
    changes are included in the rate category.

2   Interest income includes fees on loans of $3,164 in 2000 and $2,551 in 1999.

3   Nonaccrual loans are included in average loan balances and the associated
    income (recognized on a cash basis) is included in interest.

4   No taxable equivilent adjustments have been made since the effect of tax
    exempt income is insignificant.



                                       24
<PAGE>

Equity and Capital Resources

         Our capital ratio's were in the "well capitalized" category for all
three regulatory capital calculations at December 31, 2001. Our leverage capital
ratio was 7.47% in 2001 and 7.42% in 2000, with shareholders' equity of $39.3
million at year-end 2001.

         The Company issued $8,000,000 of capital trust securities in December
2000, and another $4,000,000 during July 2001. As disclosed in note 15 to the
consolidated financial statements, these securities are included in Tier I
Capital, with certain limitations. Their holders are also entitled to receive
distributions based on a variable interest rate applied to the original
investment.

         In September 1999, we completed an Initial Public Offering (IPO) of
1,400,000 shares of our common stock at a price of $6.25 per share for a total
consideration of $8,500,000, before fees and expenses. In connection with the
purchase of the two branches from a financial institution, we issued 94,000
shares valued at $588,000. To purchase the minority interest shares of Bank of
Dyer in 1999 we issued 15,408 shares of stock valued at approximately $99,000.
On January 31, 2001, the Company issued 53,250 shares to purchase the remaining
interest in Bank of Mason.

         Items that represent common stock equivalents include 902,290 common
stock options outstanding at December 31, 2001. At December 31, 2001, there were
109,580 additional common shares available for grant under the stock option
plan. We plan to continue granting stock options to selected officers,
directors, and other key employees.

Return on Equity and Assets

         Returns on average consolidated assets and average consolidated equity
for the periods indicated are as follows:

<TABLE>
<CAPTION>
                                                            Years Ended
                                                            December 31,
                                                -----------------------------------
                                                2001           2000            1999
                                                -----         ------         ------
<S>                                             <C>           <C>            <C>
Return on average assets                        0.03%          0.72%          0.77%
Return on average equity                        0.52%         11.13%         12.91%
Average equity to average assets ratio          5.96%          6.48%          6.00%
Dividend payout ratio                           3.00%          0.33%            --
</TABLE>

Liquidity

         It is a primary concern to depositors, creditors, and regulators that
banks demonstrate the ability to have readily available funds sufficient to
repay fully-maturing liabilities. Our liquidity, represented by cash and cash
due from banks, is a result of our operating, investing and financing
activities. In order to insure funds are available at all times, we devote
resources to projecting on a monthly basis the amount of funds that will be
required and maintain relationships with a diversified customer base so funds
are accessible. Liquidity requirements can also be met through short-term
borrowings or the disposition of short-term assets, which are generally matched
to correspond to the maturity of liabilities.

         Our banks have liquidity policies and, in the opinion of management,
the overall liquidity level is considered adequate. Neither we, nor our banks,
are subject to any specific liquidity requirements imposed by regulatory
authorities. Our banks are subject to general Federal Reserve guidelines, which
do not require a minimum level of liquidity. The ratio for average loans to
average deposits for 2000 was 98.1% and for 2001 was 93.2%. We do not know of
any trends or demands that are reasonably likely to result in liquidity
increasing or decreasing.


                                       25
<PAGE>

Interest Rate Sensitivity

         A key element in the financial performance of financial institutions is
the level and type of interest rate risk assumed. The single most significant
measure of interest rate risk is the relationship of the repricing periods of
earning assets and interest-bearing liabilities. The more closely the repricing
periods are correlated, the less interest rate risk we assume. In general,
community bank customer preferences tend to push the average repricing period
for costing liabilities to a shorter time frame than the average repricing
period of earning assets, resulting in a net liability sensitive position in
time frames less than one year. A summary of the repricing schedule of our
interest earning assets and interest-bearing liabilities (GAP) at year-end 2001
follows:

<TABLE>
<CAPTION>
                                                                                                         Over 5
                                               1-90 Days           91-365 Days        1-5 years           Years            Total
                                               ---------           -----------        ---------          ------           -------
<S>                                            <C>                 <C>                <C>                <C>              <C>
Interest earning assets:
   Loans, net                                  $ 170,554             135,833           194,754           21,104           522,245

Securities available for sale                     10,114              12,130            15,713            4,857            42,814

Securities held to maturity                        2,888                 659             2,639            6,549            12,735

Federal funds sold                                19,531                  --                --               --            19,531
Interest-earning deposits                            635               3,928                --               --             4,563
                                               ---------             -------           -------           ------           -------
     Total interest earning assets               203,722             152,550           213,106           32,510           601,888
                                               ---------             -------           -------           ------           -------
Interest bearing liabilities:
   Interest bearing demand deposits              174,328                  --                --               --           174,328
   Savings deposits                               18,572                  --                --               --            18,572
   Time deposits                                  83,403             170,590            50,107               29           304,129
   FHLB borrowings                                    --                  --             8,852           42,000            50,852
   Notes payable                                   2,000                  --               859            4,800             7,659
   Federal funds purchased                         1,675                  --                --               --             1,675
   Trust preferred securities                     12,000                  --                --               --            12,000
                                               ---------             -------           -------           ------           -------
   Total interest bearing liabilities            291,978             170,590            59,818           46,829           569,215
                                               ---------             -------           -------           ------           -------
Rate sensitive gap                             $ (88,256)            (18,040)          153,288          (14,319)           32,673
                                               ---------             -------           -------           ------           -------
Rate sensitive cumulative gap                    (88,256)           (106,296)           46,992           32,673            32,673
                                               ---------             -------           -------           ------           -------
Cumulative gap as a percentage
  of earnings assets                              (14.66)%            (17.66)%            7.80%            5.42%
                                               ---------             -------           -------           ------           -------
</TABLE>

         Cumberland Bancorp's primary business is banking and the resulting
earnings, primarily net interest income, are susceptible to changes in market
interest rates. Net interest income represented 77% of net revenues (net
interest income and noninterest income) for 2001. Likewise, it is management's
goal to maximize net interest income within acceptable levels of interest rate
and liquidity risks. Repricing gap (the difference between assets and
liabilities that reprice within a specific time period) and simulation modeling
(projecting net interest income under various interest rate scenarios and
balance sheet assumptions) are the primary methods the bank uses in analyzing
and managing interest rate risk.


                                       26
<PAGE>

         Gap analysis attempts to capture the amounts and timing of balances
exposed to changes in interest rates at a given point in time. Although our gap
table shows a liability sensitive bias, our position is a bias towards asset
sensitivity. The amount of change our deposit base realizes in relation to the
total change in market interest rates is significantly less than that of the
asset base. When this is taken into account, repricing assets are substantially
shorter in the three and six month time horizons with a more evenly matched one
year gap.

         Simulation modeling projects net interest income under various interest
rate scenarios based on the optionality inherent in the balance sheet. At
December 31, 2001, with rates unchanged, net interest income is projected to
increase 13% over 2001, resulting from the continued repricing of funding
sources. The 100 basis points immediate rise in interest rates produces a 17%
increase in net interest income. This assumes management's ability to control
interest expense.

         Both methods are inherently uncertain and cannot precisely estimate net
interest income nor predict the impact of changes in market interest rates on
net interest income.  As such, investors are cautioned not to place undue
reliance on such estimates and models.

         As shown in the table, we have a cumulative GAP of approximately
(14.66)% and (17.66)% at the end of 90 days and one year, respectively.
Management believes that this level of GAP is appropriate since many of the
liabilities that are immediately repriceable can be effectively repriced more
slowly than the assets which are contractually immediately repriceable in a
rising rate environment. Conversely, those liabilities can often be repriced
downward more rapidly than contractually required assets repricing in a downward
rate environment. The degree to which management can control the rate of change
in deposit liabilities, which are immediately repriceable, is affected to a
large extent by the speed and amount of interest rate movements.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

         Our primary component of market risk is interest rate volatility.
Fluctuations in interest rates will ultimately impact both the level of income
and expense recorded on a large portion of our assets and liabilities, and the
market value of all interest-earning assets and interest-bearing liabilities,
other than those which possess a short term to maturity. Based upon the nature
of our operations, we do not maintain any foreign currency exchange or commodity
price risk.

         The following table provides information about our financial
instruments that are sensitive to changes in interest rates as of December 31,
2001. These market risk sensitive instruments have been entered into by us for
purposes other than trading. We do not hold market risk sensitive instruments
for trading purposes. Amounts described below do not take into account possible
loan, security, or interest bearing deposit renewals or repricing for such
renewals. The information provided by this table should be read in connection
with our audited consolidated financial statements and Management's Discussion
and Analysis of Financial Condition and Results of Operation.


                                       27
<PAGE>

                            EXPECTED MATURITY DATE -
                            YEAR ENDING DECEMBER 31,

<TABLE>
<CAPTION>
                                                       2003 to          2005 to            2007                           FAIR
(Dollars in Thousands)                  2002             2004             2006          THEREAFTER          TOTAL         VALUE
                                      -------          -------           ------           ------          -------       -------
<S>                                   <C>              <C>              <C>             <C>               <C>           <C>
EARNING ASSETS:

Loans, net of unearned
interest:(1)

Variable rate                         146,139            5,688            2,969               75          154,871       155,002
   Average interest rate                 6.04%            8.30%            7.80%            5.03%            6.16%
Fixed rate                            156,579          105,618           85,197           19,980          367,374       372,818
     Average interest rate               8.07%            8.50%            8.33%            7.43%            8.22%
Securities(2)                          21,081           14,372            9,087           11,009           55,549        55,628
     Average interest rate               5.31%            5.35%            6.37%            5.80%            5.59%
Federal funds sold                     19,531               --               --               --           19,531        19,531
     Average interest rate               1.75%              --               --               --             1.75%
Interest-earning deposits
in financial institutions               4,563               --               --               --            4,563         4,563
        Average interest rate            2.13%              --               --               --             2.13%
Interest-bearing deposits             446,893           38,042           12,065               29          497,029       501,192
     Average interest rate               3.14%            5.17%            6.58%            4.00%            3.38%
Federal funds purchased                 1,675               --               --               --            1,675         1,675
        Average interest rate            1.75%              --               --               --             1.75%
Other borrowings                           --              852            2,000           55,659           58,511        61,001
     Average interest rate                 --             4.53%            4.93%            5.29%            5.27%
</TABLE>

         ------------------
         (1) Loan amounts and weighted average interest rates for loans net out
         any undisbursed loan proceeds, make no assumptions about loan
         prepayments, and do not include the allowance for loan losses.

         (2) Securities include our investment in obligations of certain
         political subdivisions within the State of Tennessee. Average interest
         rates have not been adjusted for any federal, state, or municipal tax
         liability that we may incur.



                                       28
<PAGE>


ITEM 8.           Financial Statements and Supplementary Data


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Cumberland Bancorp, Incorporated

We have audited the consolidated balance sheets of Cumberland Bancorp,
Incorporated and Subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of earnings, changes in shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Cumberland
Bancorp, Incorporated and Subsidiaries as of December 31, 2001 and 2000, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United State of America.





/s/Heathcott & Mullaly, P.C.
Brentwood, Tennessee
March 1, 2002



                                       29
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                           Consolidated Balance Sheets
                           December 31, 2001 and 2000


<TABLE>
<CAPTION>
(Dollars in thousands, except share amounts)                        2001                2000
                                                                 ----------           -------
<S>                                                              <C>                  <C>
Assets:
Cash and due from banks                                          $   20,868            22,280
Interest-bearing deposits in financial institutions                   4,563            14,988
Federal funds sold                                                   19,531            33,025
Securities available for sale, at fair value                         42,814            15,566
Securities held to maturity, fair value $12,814
     and $8,405 at December 31, 2001 and 2000,
     respectively                                                    12,735             8,425
Loans, net of unearned income                                       522,245           507,217
Allowance for loan losses                                            (9,023)           (6,137)
                                                                 ----------           -------
   Loans, net                                                       513,222           501,080
                                                                 ----------           -------
Premises and equipment, net                                          23,871            23,467
Accrued interest receivable                                           4,693             5,644
Restricted equity securities                                          4,719             4,226
Investment in unconsolidated affiliates                               5,195             4,983
Other real estate                                                     7,330             3,142
Loan servicing rights                                                   327               985
Other intangible assets                                               1,597             1,577
Other assets                                                          6,046             4,069
                                                                 ----------           -------
   Total assets                                                  $  667,511           643,457
                                                                 ==========           =======
Liabilities and Shareholders' Equity:
Deposits
    Noninterest-bearing                                          $   52,395            46,629
    Interest-bearing                                                497,029           477,513
                                                                 ----------           -------
   Total deposits                                                   549,424           524,142
                                                                 ----------           -------
Notes payable                                                         7,659             8,749
Federal funds purchased                                               1,675             9,575
Advances from Federal Home Loan Bank                                 50,852            46,211
Accrued interest payable                                              3,994             4,694
Trust preferred securities                                           12,000             8,000
Other liabilities                                                     2,594             2,610
                                                                 ----------           -------
   Total liabilities                                                628,198           603,981
                                                                 ----------           -------
Shareholders' equity:
Common stock, $0.50 par value, authorized 40,000,000 shares;
    shares issued - 13,808,236  in 2001 and 13,787,256 in 2000        6,904             3,447
Additional paid-in capital                                           22,289            25,526
Retained earnings                                                    10,061            10,682
Accumulated other comprehensive income (loss)                            59              (179)
                                                                 ----------           -------
   Total shareholders' equity                                        39,313            39,476
                                                                 ----------           -------
   Total liabilities and shareholders' equity                    $  667,511           643,457
                                                                 ==========           =======
</TABLE>


See accompanying notes to consolidated financial statements.




                                       30
<PAGE>


                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                       Consolidated Statements of Earnings
                  Years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)          2001                   2000         1999
                                                    -----------           ----------    ----------
<S>                                                 <C>                   <C>           <C>
Interest income:
Loans, including fees                               $    48,155               48,465        36,528
Securities                                                1,958                1,537         1,502
Deposits in financial institutions                        1,152                  297           253
Federal funds sold                                        1,227                1,106           710
Federal Home Loan Bank dividends                            373                  246           200
                                                    -----------           ----------    ----------
   Total interest income                                 52,865               51,651        39,193
                                                    -----------           ----------    ----------
Interest expense:
Time deposits of $100,000 or more                         6,851                5,975         3,411
Other time deposits                                      17,779               18,039        13,639
Federal funds purchased                                     267                  311           118
Other borrowings                                          4,004                2,732         1,959
                                                    -----------           ----------    ----------
   Total interest expense                                28,901               27,057        19,127
                                                    -----------           ----------    ----------
   Net interest income                                   23,964               24,594        20,066
Provision for loan losses                                 6,377                2,636         1,623
                                                    -----------           ----------    ----------
   Net interest income after
      provision for loan losses                          17,587               21,958        18,443
                                                    -----------           ----------    ----------
Other income:
Service charges on deposit accounts                       3,551                2,671         1,683
Other service charges, commissions and fees               1,887                1,787         1,206
Mortgage banking activities                               1,328                  811           937
Gain on sale of SBA loans                                   282                  502           464
                                                    -----------           ----------    ----------
   Total other income                                     7,048                5,771         4,290
                                                    -----------           ----------    ----------
Other expenses:
Salaries and employee benefits                           12,137               11,169         9,206
Occupancy                                                 3,367                2,725         2,327
Deposit insurance premiums                                  152                  211           209
Other operating                                           8,752                7,027         5,367
                                                    -----------           ----------    ----------
   Total other expenses                                  24,408               21,132        17,109
                                                    -----------           ----------    ----------
   Income before income taxes                               227                6,597         5,624
Income tax expense                                           18                2,436         2,113
                                                    -----------           ----------    ----------
   Net earnings                                     $       209                4,161         3,511
                                                    -----------           ----------    ----------
Net earnings per share - basic                      $      0.02                 0.30          0.28
Net earnings per share - diluted                           0.01                 0.30          0.27
                                                    ===========           ==========    ==========
Weighted average shares outstanding - basic          13,813,774           13,767,312    12,496,260
Weighted average shares outstanding - diluted        14,019,794           14,021,926    12,775,772
                                                    ===========           ==========    ==========
</TABLE>


See accompanying notes to consolidated financial statements.




                                       31
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
           Consolidated Statements of Changes in Shareholders' Equity
                  Years ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                                           Accumulated    Total
                                                      Common Stock            Additional                     Other        Share-
(Dollars  in  thousand,                         ------------------------        Paid-in      Retained     Comprehensive  holders'
except per share data)                            Shares          Amount        Capital      Earnings     Income (Loss)   Equity
                                                ----------       -------      ----------     --------     -------------  --------
<S>                                             <C>              <C>          <C>            <C>          <C>            <C>
Balance, December 31, 1998                       5,486,035       $ 2,743         9,380        10,026           (90)       22,059
Proceeds from sale of
  common stock (private placement)                 100,000            50           950            --            --         1,000
10% stock dividend                                 507,305           254         6,087        (6,341)           --            --
Cash dividend on fractional shares                      --            --            --            (2)           --            (2)
Proceeds from sale of
  common stock, net of offering costs              666,711           333         7,800            --            --         8,133
Exercise of stock options                           42,865            21           236            --            --           257
Issuance of common stock
  in connection with the acquisition
  of McMinnville branch                             47,000            24           564            --            --           588
Issuance of common stock
  in connection with the acquisition
  of minority interest of Bank of Dyer               7,704             4            93            --            --            97
Comprehensive Income:
    Net earnings                                        --            --            --         3,511            --            --
    Other comprehensive income:
      Change in unrealized loss on
      securities available for sale,
      net of $281 in income taxes                       --            --            --            --          (368)           --
Total Comprehensive Income                                                                                                 3,143
                                                ----------       -------        ------        ------          ----        ------
Balance, December 31, 1999                       6,857,620         3,429        25,110         7,194          (458)       35,275
Additional shares issued for Bank of Dyer               --            --            --            15            --            15
Proceeds from sale of common stock                  34,678            17           410            --            --           427
Exercise of stock options                            1,330             1             6            --            --             7
Dividends $0.05 per share                               --            --            --          (688)           --          (688)
Comprehensive income:
    Net earnings                                        --            --            --         4,161            --            --
    Other comprehensive income:
      Change in unrealized loss on
      securities available for sale,
      net of $171 in income taxes                       --            --            --            --           279            --
Total Comprehensive Income                              --            --            --            --            --         4,440
                                                ----------       -------        ------        ------          ----        ------
Balance, December 31, 2000                       6,893,628         3,447        25,526        10,682          (179)       39,476
Purchase and retirement of common stock            (47,000)          (24)         (259)           --            --          (283)
Issuance of common stock in connection
 with the acquisition of minority
 interest of Bank of Mason                          53,250            27           453            --            --           480
Two for one stock split                          6,899,878         3,450        (3,450)           --            --            --
Exercise of stock options                            8,480             4            19            --            --            23
Dividends $0.06 per share                               --            --            --          (830)           --          (830)
Comprehensive Income:
    Net earnings                                        --            --            --           209            --            --
    Other comprehensive income:
      Change in unrealized loss on
      securities available for sale,
      net of  $146 in income taxes                      --            --            --            --           238            --
Total Comprehensive Income                              --            --            --            --            --           447
                                                ----------       -------        ------        ------          ----        ------
Balance, December 31, 2001                      13,808,236       $ 6,904        22,289        10,061            59        39,313
                                                ==========       =======        ======        ======          ====        ======
</TABLE>

See accompanying notes to consolidated financial statements.



                                       32
<PAGE>


                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                  Years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
(Dollars in thousands)                                                                       2001            2000          1999
                                                                                           --------       --------       --------
<S>                                                                                        <C>            <C>            <C>
Net earnings                                                                               $    209          4,161          3,511
Adjustments to reconcile net earnings
  to net cash provided by operating activities:
    Provision for loan losses                                                                 6,377          2,636          1,623
    Depreciation and amortization                                                             1,876          1,543          1,367
    Operations of unconsolidated affiliates                                                     505            308            104
    Mortgage loans originated for sale                                                      (47,277)       (65,311)       (51,740)
    Proceeds from sale of mortgage loans                                                     42,396         66,196         52,494
    Deferred income tax benefits                                                               (133)          (423)          (467)
    (Increase) decrease in accrued interest receivable                                          951         (1,571)          (877)
    Increase (decrease) in accrued interest payable and other liabilities                      (716)         1,556          1,635
    Other, net                                                                               (1,873)        (3,050)        (3,169)
                                                                                           --------       --------       --------
   Total adjustments                                                                          2,106          1,884            970
                                                                                           --------       --------       --------
   Net cash provided by operating activities                                                  2,315          6,045          4,481
                                                                                           --------       --------       --------
Cash flows from investing activities:
  Net (increase) decrease in interest-bearing deposits in financial institutions             10,425         (9,592)        16,600
  (Increase) decrease in federal funds sold                                                  13,494        (21,775)         3,000
  Purchases of securities available for sale                                                (38,118)          (639)        (3,635)
  Proceeds from maturities and calls of securities available for sale                        11,108          1,171          4,560
  Purchases of securities held to maturity                                                  (11,632)        (3,902)        (1,350)
  Proceeds from maturities and redemptions of securities held to maturity                     7,322          2,147          4,079
  Net increase in loans                                                                     (21,768)       (69,431)      (109,825)
  Cash received in purchase of branch, net                                                       --             --          3,746
  Investment in unconsolidated affiliates                                                      (212)        (2,904)        (1,935)
  Purchases of premises and equipment                                                        (2,166)       (10,329)        (3,627)
  Proceeds from sale of other real estate                                                     3,942          1,175          1,346
                                                                                           --------       --------       --------
   Net cash used by investing activities                                                    (27,605)      (114,079)       (87,041)
                                                                                           --------       --------       --------
Cash flows from financing activities:
  Net increase in deposits                                                                   25,282         88,890         58,375
  Increase (decrease) in federal funds purchased                                             (7,900)         7,300          2,275
  Increase in advances from Federal Home Loan Bank                                            4,641          6,657         21,581
  Proceeds from notes payable                                                                    --          4,325            675
  Repayments of notes payable                                                                (1,090)        (3,031)          (453)
  Proceeds from issuance of trust preferred securities                                        4,000          8,000             --
  Dividends paid                                                                               (795)          (516)            --
  Repurchase and retirement of common stock                                                    (283)            --             --
  Proceeds from issuance of common stock                                                         23            434          9,390
                                                                                           --------       --------       --------
   Net cash provided by financing activities                                                 23,878        112,059         91,843
                                                                                           --------       --------       --------
   Net increase (decrease) in cash                                                           (1,412)         4,025          9,283
Cash and cash equivalents at beginning of year                                               22,280         18,255          8,972
                                                                                           --------       --------       --------
Cash and cash equivalents at end of year                                                   $ 20,868         22,280         18,255
                                                                                           ========       ========       ========
Supplemental disclosure of cash flow information:
    Interest paid                                                                          $ 29,601         25,435         18,626
    Income taxes paid                                                                         1,627          3,097          2,660
                                                                                           --------       --------       --------
Non-Cash Activities:
    Issuance of common stock - due to acquisitions                                         $    480             15            685
    10% stock dividend                                                                           --             --          6,341
    Assets acquired through foreclosure                                                       8,130          1,888          3,052
                                                                                           --------       --------       --------
</TABLE>


See accompanying notes to consolidated financial statements.



                                       33
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(1)      Summary of Significant Accounting Policies

         The accounting policies of Cumberland Bancorp, Incorporated and
         Subsidiaries conform to accounting principles generally accepted in the
         United States of America and to general practices within the banking
         and financial services industry. The significant policies are
         summarized as follows:

         Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
         of Cumberland Bancorp, Incorporated (the Company) and its subsidiaries.
         Material intercompany accounts and transactions have been eliminated in
         consolidation.

         Nature of Operations

         Substantially all of the assets, liabilities, and operations presented
         in the consolidated financial statements are attributable to the five
         subsidiary banks: Cumberland Bank, BankTennessee, The Community Bank,
         Bank of Dyer and Bank of Mason. The Banks provide a variety of banking
         services to individuals and businesses through their eighteen branches
         located across ten counties in Middle and West Tennessee. Their primary
         deposit products are demand deposits, savings deposits, and
         certificates of deposit, and their primary lending products are
         commercial business, real estate mortgage, and installment loans. Other
         financial services such as credit insurance, investment products,
         consumer loan services, and property and casualty insurance are also
         provided by subsidiaries or divisions of the Banks.

         Use of Estimates

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Cash and Due From Banks

         Included in cash and due from banks are legal reserve requirements
         which must be maintained on an average basis in the form of cash and
         balances due from the Federal Reserve and other banks.

         Securities

         In accordance with Statement of Financial Accounting Standards No. 115,
         "Accounting for Certain Debt and Equity Securities" (SFAS 115)
         securities are classified into three categories: held to maturity
         (HTM), available for sale (AFS), and trading.

         Securities classified as held to maturity, which are those the Company
         has the positive intent and ability to hold to maturity, are reported
         at amortized cost. Securities classified as available for sale may be
         sold in response to changes in interest rates, liquidity needs, and for
         other purposes. Available for sale securities are reported at fair
         value and include securities not classified as held to maturity or
         trading. Trading securities are those held principally for the purpose
         of selling in the near future and are carried at fair value. The
         Company currently has no trading securities.



                                       34
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(1)      Summary of Significant Accounting Policies, continued

         Unrealized holding gains and losses for available for sale securities
         are excluded from earnings and reported, net of any income tax effect,
         as other comprehensive income in shareholders' equity. Realized gains
         and losses are reported in earnings based on the adjusted cost of the
         specific security sold.

         Loans

         Loans that the Company has the positive intent and ability to hold to
         maturity are stated at the principal amount outstanding. Unearned
         discounts, deferred loan fees and the allowance for loan losses are
         shown as reductions of loans. Loan origination fees are deferred, to
         the extent they exceed direct origination costs, and recognized over
         the life of the related loans as yield adjustments. Interest income on
         loans is computed based on the outstanding loan balance.

         Loans are generally placed on nonaccrual when a loan is specifically
         determined to be impaired or when the collection of interest is less
         than probable or collection of any amount of the principal is doubtful,
         after considering economic and business conditions and collection
         efforts. Any unpaid interest previously accrued on those loans is
         reversed from income. Interest income generally is not recognized on
         specific impaired loans unless the likelihood of further loss is
         remote. Interest payments received on such loans are applied as a
         reduction of the loan principal balance. Interest income on other
         nonaccrual loans is recognized only to the extent of interest payments
         received.

         Allowance for Loan Losses

         The allowance for loan losses is maintained at a level that, in
         management's judgement, is adequate to absorb credit losses inherent in
         the loan portfolio. The amount of the allowance is based on
         management's evaluation of the collectibility of the loan portfolio,
         including the nature of the portfolio, credit concentrations, trends in
         historical loss experience, specific impaired loans, and economic
         conditions. Allowances for impaired loans are generally determined
         based on collateral values or the present value of estimated cash
         flows. Because of uncertainties associated with the regional economic
         conditions, collateral values, and future cash flows on impaired loans,
         it is reasonably possible that management's estimate of credit losses
         inherent in the loan portfolio and the related allowance may change
         materially in the near term. The allowance is increased by a provision
         for loan losses, which is charged to expense and reduced by
         charge-offs, net of recoveries.

         Mortgage Banking Activities

         The Banks originate mortgage loans for sale and these loans are
         generally sold at origination. Loans held for sale are carried at the
         lower of cost or fair value. Origination fees are recorded as income
         when the loans are sold to third party investors.


                                       35
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

 (1)     Summary of Significant Accounting Policies, continued

         Premises and Equipment

         Premises and equipment are stated at cost, less accumulated
         depreciation and amortization. Depreciation has been computed on
         straight-line and accelerated methods, based on the estimated useful
         lives of the respective asset.

         Restricted Equity Securities

         These amounts are stated at cost, and consist primarily of Federal Home
         Loan Bank and Federal Reserve Bank Stock.

         Loan Servicing Rights

         Loan servicing rights represent purchased rights and the allocated
         value of retained servicing rights on loans sold. Servicing assets are
         expensed in proportion to, and over the period of, estimated net
         servicing revenues. Impairment is evaluated based on the fair value of
         the assets, using groupings of the underlying loans as to interest
         rates and then, secondarily, as to geographic and prepayment
         characteristics. Fair value is determined using prices for similar
         assets with similar characteristics, when available, or based upon
         discounted cash flows using market-based assumptions. Any impairment of
         a grouping is reported as a valuation allowance.

         Other Real Estate

         Assets acquired through or instead of loan foreclosure are initially
         recorded at fair value when acquired, establishing a new cost basis. If
         fair value declines, a valuation allowance is recorded through expense.
         Costs after acquisition are expensed.

         Other Intangible Assets

         Other intangible assets consist of goodwill and other unidentifiable
         intangible. Goodwill consists of the excess of cost over the fair value
         of the assets acquired from Bancshares of Dyer, Inc. and the excess
         cost over the fair value of net assets purchased in the acquisition of
         Bank of Mason. Goodwill is being amortized over 15 years. The other
         unidentified intangible is related to the acquisition of another
         financial institution's branch banking operations in Warren County,
         Tennessee and is being amortized on the straight line basis over 15
         years.

         Income Taxes

         The Company and its subsidiaries file a consolidated federal income tax
         return. The subsidiaries provide for income taxes on a separate-return
         basis and remit to or receive from the Company amounts currently
         payable or receivable. Income taxes have been provided using the
         liability method in accordance with SFAS No. 109, "Accounting for
         Income Taxes".

         A valuation allowance is required by SFAS 109 if, based on the weight
         of available evidence, it is more likely than not that some portion or
         all of the deferred tax assets will not be realized. This allowance is
         evaluated periodically by management and adjusted based on current
         circumstances.



                                       36
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(1)      Summary of Significant Accounting Policies, continued

         Fair Value of Financial Instruments

         SFAS No. 107, "Disclosures about Fair Value of Financial Instruments",
         requires entities to disclose the estimated fair value of its financial
         instrument assets and liabilities. Management is concerned that the
         required disclosures under SFAS No. 107 may lack reasonable
         comparability between financial institutions due to the wide range of
         permitted valuation techniques and numerous estimates which must be
         made given the absence of active secondary markets for many of the
         financial instruments. This lack of uniform valuation methodologies
         also introduces a greater degree of subjectivity to these estimated
         fair values.

         The following methods and assumptions were used to estimate the fair
         value of each class of financial instruments for which it is
         practicable to estimate that value. These fair values are provided for
         disclosure purposes only and do not impact carrying values of financial
         statement amounts.

         Cash, interest bearing deposits in financial institutions and federal
         funds sold -- The carrying amounts reported in the balance sheet for
         cash, interest bearing deposits in financial institutions and federal
         funds sold approximate those assets' fair values.

         Securities (including mortgage-backed securities) -- Fair values for
         securities are based on quoted market prices, where available. If
         quoted market prices are not available, fair values are based on quoted
         market prices of comparable instruments.

         Loans -- For variable-rate loans that reprice frequently and have no
         significant change in credit risk, fair values are based on carrying
         values. The fair values for other loans are estimated using discounted
         cash flow analyses, using interest rates currently offered for loans
         with similar terms to borrowers of similar credit quality.

         Restricted equity securities -- The carrying amounts reported in the
         balance sheet for restricted equity securities approximate fair value.

         Investments in unconsolidated affiliates -- The carrying amounts
         reported in the balance sheet for investments in unconsolidated
         affiliates approximate fair values.

         Loan servicing rights --The carrying amounts reported in the balance
         sheet for servicing rights approximate fair value.

         Deposits with defined maturities -- The fair value for deposits with
         defined maturities is calculated by discounting future cash flows to
         their present value. Future cash flows, consisting of both principal
         and interest payments, are discounted with the Bank's current rates for
         similar instruments applicable to the remaining maturity. For purposes
         of this disclosure, deposits with defined maturities include all
         certificates of deposits and other time deposits.

         Deposits with undefined maturities -- The fair value of deposits with
         undefined maturities is equal to the carrying value. For purposes of
         this disclosure, deposits with undefined maturities include
         noninterest-bearing demand, interest-bearing demand and savings
         accounts.

         Federal funds purchased --The carrying amounts reported in the balance
         sheet for federal funds purchased approximate their fair value.



                                       37
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(1)      Summary of Significant Accounting Policies, continued

         Notes payable, and Federal Home Loan Bank advances -- The fair values
         of notes payable and advances from the Federal Home Loan Bank are
         estimated using discounted cash flow analyses, based on the Company's
         current incremental borrowing rates for similar types of borrowing
         arrangements.

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

         Trust Preferred Securities -- Fair values of Trust Preferred Securities
         are based on carrying amounts, primarily due to variable rate coupons
         associated with those instruments.

         Off-Balance Sheet Financial Instruments - Fair values for off-balance
         sheet lending commitments are based on fees currently charged to enter
         into similar agreements taking into account the remaining terms of the
         agreements and the counter parties' creditworthiness.

         Cash and Cash Equivalents

         Cash and cash equivalents includes cash and due from banks.

         Earnings per Share

         Earnings per share (EPS) is calculated in accordance with Statement of
         Financial Accounting Standards (SFAS) No. 128, issued in February 1997.
         The statement requires the dual presentation of basic and diluted EPS
         on the income statement. Basic EPS excludes dilution, and is computed
         by dividing income available to common shareholders by the
         weighted-average number of common shares outstanding for the period.
         Diluted EPS reflects the potential dilution that could occur if options
         to issue common stock were exercised or converted into common stock
         that then shared in the earnings of the entity. The Company's board of
         directors approved a 2 for 1 stock split for shareholders of record as
         of March 22, 2001, payable April 22, 2001. EPS has been adjusted for
         stock splits.

         Comprehensive Income

         SFAS No. 130, "Comprehensive Income" establishes standards for
         reporting and presentation of comprehensive income and its components
         (revenues, expenses, gains, and losses) in a full set of
         general-purpose financial statements. It requires that all items that
         are required to be recognized under accounting standards as components
         of comprehensive income be reported in a financial statement that is
         presented with the same prominence as other financial statements. This
         statement requires that companies (i) classify items of other
         comprehensive income by their nature in a financial statement and (ii)
         display the accumulated balance of other comprehensive income
         separately from retained earnings and additional paid-in capital in the
         equity section of the statement of financial condition.

         Derivatives

         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
         Activities" requires all derivatives to be recognized in the statement
         of financial position as either assets or liabilities and measured at
         fair value. In addition, all hedging relationships must be designated,
         reassessed, and documented pursuant to the provisions of SFAS 133. Upon
         adoption of SFAS 133 on January 1, 2001, the statement did not have a
         material financial statement impact on the Company's financial position
         or operating results.



                                       38
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(1)      Summary of Significant Accounting Policies, continued

         Effect of New Accounting Pronouncements

         In July 2001, the Financial Accounting Standards Board (FASB) issued
         SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and
         Other Intangible Assets". These standards require all business
         combinations to be recorded using the purchase method of accounting for
         any transaction initiated after June 30, 2001. Under the purchase
         method, all identifiable tangible and intangible assets and liabilities
         of the acquired company must be recorded at fair value at date of
         acquisition, and the excess of cost over fair value of net assets
         acquired is recorded as goodwill. Identifiable intangible assets must
         be separated from goodwill. Identifiable intangible assets with finite
         useful lives will be amortized under the new standard, whereas
         goodwill, both amounts previously recorded and future amounts
         purchased, will cease being amortized starting in 2002. Annual
         impairment testing will be required for goodwill with impairment being
         recorded if the carrying amount of goodwill exceeds its implied fair
         value. Adoption of these two standards on January 1, 2002 is not
         expected to materially impact the Company's financial statements.

         Reclassifications

         Certain reclassifications have been made to prior year amounts to
         conform to the current year presentation.

(2)      Interest Bearing Deposits

         At December 31, 2001, the Company had demand deposits totaling
         $2,491,000 at the Federal Home Loan Bank (FHLB). Additionally, the
         Company held $1,927,000 in certificates of deposit with non-affiliated
         banks. The Company also had demand deposits of $145,000 with
         non-financial institutions.

         At December 31, 2000, the Company had demand deposits totaling
         $4,448,000 and certificates of deposits totaling $10,000,000 at FHLB.
         In addition, the Company held $520,000 in demand deposits at
         non-affiliated banks. The Company also held demand deposits of $20,000
         with non-financial institutions.




                                       39
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(3)      Securities

         The following table reflects the amortized cost and estimated fair
         values of securities, as well as gross unrealized gains and gross
         unrealized losses as of December 31, 2001 and 2000.

<TABLE>
<CAPTION>
         ----------------------------------------------------------------------------------------------
                                                                  Gross          Gross
                                              Amortized        Unrealized     Unrealized        Fair
         (Dollars in thousands)                 Cost              Gains         Losses          Value
         ----------------------------------------------------------------------------------------------
         <S>                                  <C>              <C>            <C>               <C>
         Available for sale
         U.S. Treasury and U.S.
           government agencies                 $25,044             190            (12)          25,222
         Obligations of state and
           political subdivisions                3,911              49            (27)           3,933
         Mortgage-backed securities             10,428              49            (10)          10,467
         Marketable equity securities            1,495              --           (166)           1,329
         Other debt securities                   1,843              21             (1)           1,863
         ----------------------------------------------------------------------------------------------
           December 31, 2001                   $42,721             309           (216)          42,814
         ----------------------------------------------------------------------------------------------
         Held to maturity
         U.S. Treasury and U.S.
           government agencies                  $6,297              12             --           6,309
         Obligations of state and
           political subdivisions                  918              19             (1)             936
         Mortgage-backed securities              2,912              33            (12)           2,933
         Other debt securities                   2,608              28             --            2,636
         ----------------------------------------------------------------------------------------------
           December 31, 2001                   $12,735              92            (13)          12,814
         ----------------------------------------------------------------------------------------------
         Available for sale
         U.S. Treasury and U.S.
           government agencies                  $9,982              --            (94)           9,888
         Obligations of state and
           political subdivisions                2,842              39            (15)           2,866
         Mortgage-backed securities              1,249               6             (9)           1,246
         Marketable equity securities            1,495              --           (162)           1,333
         Other debt securities                     233              --             --              233
         ----------------------------------------------------------------------------------------------
           December 31, 2000                   $15,801              45           (280)          15,566
         ----------------------------------------------------------------------------------------------
         Held to maturity
         U.S. Treasury and U.S.
           government agencies                  $4,600              --            (13)           4,587
         Obligations of state and
           political subdivisions                  654               9             --              663
         Mortgage-backed securities              3,171              23            (39)           3,155
         ----------------------------------------------------------------------------------------------
           December 31, 2000                    $8,425              32            (52)           8,405
         ----------------------------------------------------------------------------------------------
</TABLE>

         The carrying amounts and estimated fair value of securities at December
         31, 2001 by contractual maturity are shown below. Expected maturities
         will differ from contractual maturities because borrowers may have the
         right to call or prepay obligations with or without call or prepayment
         penalties.



                                       40
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(3)      Securities, continued

<TABLE>
<CAPTION>
                                                        Available for sale       Held to maturity
                                                  ---------------------------------------------------
         (Dollars in thousands)                    Amortized        Fair       Amortized        Fair
                                                      Cost         Value          Cost          Value
         --------------------------------------------------------------------------------------------
         <S>                                      <C>              <C>         <C>             <C>
         Due in one year or less                      $ 500           503           145           149
         Due after one through five years            18,983        19,137         2,421         2,454
         Due after five through ten years             5,748         5,791         4,976         4,981
         Due after ten years                          3,724         3,724         2,281         2,297
         Marketable equity securities                 1,495         1,329             -             -
         Mortgage-backed securities                  10,428        10,467         2,912         2,933
         Other debt securities                        1,843         1,863             -             -
         ---------------------------------------------------------------------------------------------
                                                    $42,721        42,814        12,735        12,814
         ---------------------------------------------------------------------------------------------
</TABLE>

         Securities carried at approximately $17,822,000 at December 31, 2001
         and $15,283,000 at December 31, 2000 were pledged to secure deposits
         and for other purposes as required or permitted by law.

         At December 31, 2001, the Company did not hold securities of any single
         issuer, other than obligations of the U.S. Treasury and other U.S.
         Government agencies, whose aggregate book value exceeded ten percent of
         shareholders' equity.

 (4)     Loans

         A summary of loans outstanding by category follows:

<TABLE>
<CAPTION>
         (Dollars in thousands)                                         2001       2000
         ---------------------------------------------------------------------------------
         <S>                                                         <C>         <C>
         Real estate - construction and development                  $ 73,713      73,706
         Real estate - 1 to 4 family residential properties           181,675     181,723
         Real estate - other                                           68,089      63,450
         Commercial, financial and agricultural                       142,122     131,548
         Consumer                                                      57,517      58,156
         Other                                                          1,115       1,396
         ---------------------------------------------------------------------------------
                                                                      524,231     509,979
         Net deferred loan fees and discounts                           (548)        (608)
         Unearned income                                              (1,438)      (2,154)
         ---------------------------------------------------------------------------------
                                                                     $522,245    $507,217
         ---------------------------------------------------------------------------------
</TABLE>

         In addition to the loans shown above, loans serviced for others totaled
         $69,758,000 and $102,622,000 at December 31, 2001 and 2000,
         respectively.

         Certain parties (principally directors and officers of the Company or
         the Banks, including their affiliates, families, and companies in which
         they hold ten percent or more ownership) were customers of, and had
         loans and other transactions with the Banks in the ordinary course of
         business. The outstanding balances of such loans totaled $5,207,000 and
         $6,160,000 as of December 31, 2001 and 2000, respectively. These loan
         transactions were made on substantially the same terms as those
         prevailing at the time for comparable loans to other persons. They did
         not involve more than the normal risk of collectibility or present
         other unfavorable features. During 2001 and 2000, the Company advanced
         $2,370,000 and $5,109,000 and received payments of $3,323,000 and
         $3,096,000 on such loans.



                                       41
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(5)      Financial Instruments With Off-Balance Sheet Risk

         The Banks are parties to financial instruments with off-balance sheet
         risk in the normal course of business to meet the financing needs of
         their customers. These financial instruments include commitments to
         extend credit and standby letters of credit. Those instruments involve,
         to varying degrees, elements of credit risk in excess of the amount
         recognized in the balance sheet. The contract or notional amounts of
         those instruments reflect the extent of involvement the Banks have in
         those particular financial instruments.

         The Banks' exposure to credit loss in the event of nonperformance by
         the other party to the financial instrument for commitments to extend
         credit and letters of credit is represented by the contractual or
         notional amount of those instruments. The Banks use the same credit
         policies in making commitments and conditional obligations as it does
         for on-balance sheet instruments.

<TABLE>
<CAPTION>
         Financial Instruments with Off-Balance Sheet Risk         (Dollars in Thousands)
         -------------------------------------------------------------------------------
         <S>                                                       <C>
         Contractual commitments to extend credit                          $69,268
         Standby letters of credit                                           3,750
         -------------------------------------------------------------------------------
</TABLE>

         Commitments to extend credit are agreements to lend to a customer as
         long as there is no violation of any condition established in the
         contract. Commitments generally have fixed expiration dates or other
         termination clauses and may require payment of a fee. Since many of the
         commitments are to expire without being drawn upon, the total
         commitment amounts do not necessarily represent future cash
         requirements. The Banks evaluate each customer's creditworthiness on a
         case-by-case basis. The amount of collateral obtained if deemed
         necessary by the Banks upon extension of credit is based on
         management's credit evaluation. Collateral held varies but may include
         accounts receivable, inventory, property, plant and equipment, and
         income-producing commercial properties.

         Letters of credit are conditional commitments issued by the Banks to
         guarantee the performance of a customer to a third party. Those
         guarantees are primarily issued to support public and private borrowing
         arrangements, including commercial paper, bond financing, and similar
         transactions. The credit risk involved in issuing letters of credit is
         essentially the same as that involved in extending loan facilities to
         customers.

(6)      Concentrations of Credit

         The Banks grant agribusiness, commercial, construction, and individual
         loans to customers located primarily within the middle and western
         portion of Tennessee. Concentrations by type of loans are presented in
         note 4.


                                       42
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999


(7)      Allowance for Loan Losses

         Transactions in the allowance for loan losses were as follows:


<TABLE>
<CAPTION>
         (Dollars in thousands)                                      2001       2000      1999
         --------------------------------------------------------------------------------------
         <S>                                                       <C>        <C>         <C>
         Balance at beginning of year                              $6,137      5,146      4,012
         Allowance for loan losses of Bank of Mason
            due to acquisition                                         --         57         --
         Increase in allowance due to acquisition of branch            --         --        152
         Provisions for loan losses                                 6,377      2,636      1,623
         Loans charged-off                                         (3,903)    (1,861)      (758)
         Recoveries of previously charged-off loans                   412        159        117
         --------------------------------------------------------------------------------------
         Balance at end of year                                    $9,023      6,137      5,146
         --------------------------------------------------------------------------------------
</TABLE>

         The Company had approximately $14,045,000 and $5,953,000 at December
         31, 2001 and 2000, respectively, in loans which were considered
         impaired under SFAS 114. Accrual of interest had been discontinued on
         these loans as of those dates. The allowance for loan losses related to
         these loans was approximately $1,893,000 and $893,000 at December 31,
         2001 and 2000, respectively. If such loans had been on an accrual
         basis, additional interest income would have recognized on the
         statements of earnings of approximately $855,000, $499,000 and $125,000
         in 2001, 2000 and 1999, respectively.

(8)      Premises and Equipment

         Premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
         (Dollars in thousands)                                     2001       2000
         ---------------------------------------------------------------------------
         <S>                                                      <C>         <C>
         Land                                                     $ 5,489      4,786
         Buildings and improvements                                15,593     13,806
         Leasehold improvements                                       900        903
         Furniture, fixtures and equipment                          8,360      7,397
         Automobiles                                                  228        155
         Construction-in-progress                                     643      1,931
         ----------------------------------------------------------------------------
                                                                   31,213     28,978
         Less accumulated depreciation                              7,342      5,511
         ----------------------------------------------------------------------------
              Net premises and equipment                          $23,871     23,467
         ----------------------------------------------------------------------------
</TABLE>

         Depreciation expense related to premises and equipment amounted to
         $1,762,000 in 2001, $1,444,000 in 2000 and $1,114,000 in 1999.

         During 2000, a director's construction company was paid $2,748,000 as
         the general contractor for building a branch of one of the
         subsidiaries. In another transaction, $250,000 was paid to a director
         of the Company and his associate by one subsidiary to purchase a
         building site for a new branch. Also, a partnership, in which a
         director of one subsidiary was a partner, was paid $680,000 for a
         branch office. These transactions were made on substantially the same
         terms as those prevailing at the time for comparable transactions with
         other persons.



                                       43
<PAGE>


                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(9)      Investment in Unconsolidated Affiliates

         Investments in unconsolidated affiliates consist of the following at
         December 31, 2001 and 2000:

<TABLE>
<CAPTION>
(Dollars in thousands)                                                                      2001           2000
---------------------------------------------------------------------------------          ------          -----
<S>                                                                                        <C>             <C>
Investment in Murray Bank (50% ownership)                                                  $2,833          2,095
Investment in Insurors Bank of Tennessee (50% ownership)                                    2,095          2,681
Other investments in other unconsolidated affiliates                                          267            207
---------------------------------------------------------------------------------          ------          -----
                                                                                           $5,195          4,983
---------------------------------------------------------------------------------          ------          -----
</TABLE>

         The Company uses the equity method of accounting in recording
         investments in the unconsolidated affiliates shown above. The initial
         investment is recorded at cost and the carrying amount of the
         investment is increased or decreased by the proportionate share of
         earnings or losses. Any dividends received are recorded as a reduction
         in the investment.

(10)     Restricted Equity Securities

         Restricted equity securities consist of securities which are restricted
         as to transferability. These securities are recorded at cost.

<TABLE>
<CAPTION>
(Dollars in thousands)                                                                      2001           2000
---------------------------------------------------------------------------------          ------          -----
<S>                                                                                        <C>             <C>
Federal Home Loan Bank                                                                     $3,954          3,551
Federal Reserve Bank                                                                          652            562
Bankers Bank                                                                                  100            100
Other                                                                                          13             13
---------------------------------------------------------------------------------          ------          -----
                                                                                           $4,719          4,226
---------------------------------------------------------------------------------          ------          -----
</TABLE>

(11)     Other Intangible Assets

         A summary of other intangible assets at December 31, 2001 and 2000
         follows:

<TABLE>
<CAPTION>
(Dollars in thousands)                                                                      2001            2000
---------------------------------------------------------------------------------          ------          -----
<S>                                                                                        <C>             <C>
Other unidentifiable intangibles                                                           $1,475          1,475
Goodwill                                                                                      359            230
---------------------------------------------------------------------------------          ------          -----
                                                                                            1,834          1,705
Accumulated amortization                                                                      237            128
---------------------------------------------------------------------------------          ------          -----
Net intangible assets                                                                      $1,597          1,577
---------------------------------------------------------------------------------          ------          -----
</TABLE>

         Amortization expense related to intangible assets amounted to $114,000,
$103,000 and $25,000 in 2001, 2000 and 1999, respectively.

                                       44
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(12)     Deposits

         A summary of deposits at December 31, 2001 and 2000 follows:

<TABLE>
<CAPTION>
(Dollars in thousands)                                                                       2001              2000
---------------------------------------------------------------------------------          --------          --------
<S>                                                                                        <C>                 <C>
Noninterest-bearing demand                                                                 $ 52,395            46,629
Interest-bearing demand                                                                     174,328           140,781
Savings                                                                                      18,572            15,662
Certificates of deposit of $100,000 or more                                                 145,485           114,137
Other time                                                                                  158,644           206,933
---------------------------------------------------------------------------------          --------          --------
     Total deposits                                                                        $549,424           524,142
---------------------------------------------------------------------------------          --------          --------
</TABLE>

         At December 31, 2001 scheduled maturities of time deposits are as
follows:

<TABLE>
<CAPTION>

         (Dollars in thousands)
         --------------------------------------------------------------------------------------------- -----------------
         <S>                                                                                                   <C>
         One year or less                                                                                      $257,993
         Due after one year through three years                                                                  34,054
         Due after three years                                                                                   12,082
         --------------------------------------------------------------------------------------------- -----------------
                                                                                                               $304,129
         --------------------------------------------------------------------------------------------- -----------------
</TABLE>

(13)     Advances From Federal Home Loan Bank

         The Federal Home Loan Bank (FHLB) of Cincinnati (FHLB) advances funds
         to the Company with the requirement that the advances are secured by
         qualifying loans, essentially home mortgages (1-4 family residential).
         To participate in this program, the Company is required to be a member
         of the Federal Home Loan Bank and own stock in the FHLB. The Company
         has $3,954,000 of such stock at December 31, 2001 to satisfy this
         requirement.

         At December 31, 2001 and 2000, advances from the FHLB totaled
         $50,852,000 and $46,211,000, respectively. The interest rates on these
         advances ranged from 3.83% to 6.71%. Qualifying loans totaling
         $76,278,000 were pledged as security under a blanket pledge agreement
         with the FHLB at December 31, 2001.

         Maturities of the advances from FHLB at December 31, 2001 are as
         follows:

<TABLE>
<CAPTION>
                                         (Dollars in thousands)
   <S>                              <C>
       2004                                             $   852
       2005                                               1,000
   Later years                                           49,000
                                    ----------------------------
                                                        $50,852
                                    ----------------------------
</TABLE>


                                       45
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(14)     Notes Payable

         Notes payable consist of the following:

<TABLE>
<CAPTION>
         (Dollars in thousands)                                                                       2001         2000
         ------------------------------------------------------------------------------------- ------------ ------------
         <S>                                                                                        <C>          <C>
         Note payable to a lending institution which bears interest at a rate of 8.25% until
         June 14, 2003 at which time the rate will be at prime. Interest is payable
         quarterly and principal is payable quarterly or on an annual basis of at least 10%
         of the outstanding balance commencing on June 15, 1998. The note is secured by
         100% of the common stock of Cumberland Bank.                                                $ 859        1,002

         Note payable to a lending institution which bears interest at a rate of 8.25%.
         Interest is payable quarterly and principal is payable in fifteen quarterly
         installments of $77,500 commencing on June 30, 1998, and one final payment of
         $37,500 due on March 31, 2002. The note is secured by 100% of the common stock of
         BankTennessee and The Community Bank.                                                          --          347

         $5,000,000 line of credit from a lending institution with an optional variable or
         fixed interest rate to be selected for each advance. Variable rate equal to 90 day
         LIBOR Rate plus 225 basis points. Advances can be made on the line from inception to
         June 30, 2003. Interest is payable quarterly. Principal is payable in forty equal
         quarterly payments commencing September 30, 2002 of 2.78% of the respective
         advances. Advances made on or after July 1, 2002 through June 30, 2003 shall convert
         to thirty-six quarterly interest plus principal payments beginning September 30,
         2003. Quarterly principal payments shall be 2.78% of the respective balance for each
         advance. The note is secured by all of the outstanding shares of the capital stock
         of Cumberland Bank, BankTennessee, The Community Bank, The Bank of Dyer and any
         shares of capital stock the Company owns in any other banks.                                2,000        2,000

         $6,000,000 line of credit from a lending institution which bears interest at a rate
         of 7.50%. Advances can no longer be made on this line. Interest is payable
         quarterly and principal is payable in ten annual installments of $600,000
         commencing April 1, 2000. The note is secured by 100% of the common stock of
         Cumberland Bank, BankTennessee, and The Community Bank.                                     4,800        5,400
         ------------------------------------------------------------------------------------- ------------ ------------
                                                                                                    $7,659        8,749
         ------------------------------------------------------------------------------------- ------------ ------------
</TABLE>

                                       46
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(14)     Notes Payable, continued

         Minimum annual principal payments for future years are as follows:

<TABLE>
<CAPTION>
                         (Dollars in thousands)
<S>                                              <C>                                        <C>
                                                 2002                                       $ 844
                                                 2003                                         943
                                                 2004                                         943
                                                 2005                                         943
                                                 2006                                         943
                                             Later years                                    3,043
                                                                               -------------------
                                                                                           $7,659
                                                                               -------------------
</TABLE>

         The Company has agreed to certain covenants in connection with the
         notes payable to the lending institution. These covenants include,
         among other things, minimum financial ratios for the subsidiary Banks.
         The Banks were not in compliance with all of the provisions of the loan
         covenants as of December 31, 2001. The Company has obtained a waiver of
         these covenants from the lending institution.

         One of the more significant covenants states if the Company is current
         on principal and interest payments, it will be permitted to pay
         dividends to shareholders not exceeding twenty-five percent of net
         earnings.

(15)     Trust Preferred Securities

         On December 29, 2000, Cumberland Bancorp, Incorporated, through
         Cumberland Capital Trust I and with the assistance of its Placement
         Agent, sold to institutional investors $8,000,000 of capital
         securities. Cumberland Capital Trust I, a Delaware business trust
         wholly owned by Cumberland Bancorp, Incorporated, issued $8,000,000 of
         Floating Rate Capital Securities. Holders of the Capital Securities are
         entitled to receive preferential cumulative cash distributions from the
         Trust, at a rate per annum reset quarterly equal to the sum of three
         month LIBOR plus 350 basis points applied to the liquidation amount of
         $1,000 per Capital Security, accruing from the date of original
         issuance and payable quarterly in arrears on January 1, April 1, July 1
         and October 1 each year commencing April 1, 2001. The rate was 5.38% at
         December 31, 2001. The Company can defer payment of the cash
         distributions on the securities at any time or from time to time for a
         period not to exceed twenty consecutive quarters.

         Cumberland Bancorp, Incorporated has, through various contractual
         arrangements, fully and unconditionally guaranteed all of Cumberland
         Capital Trust I's obligations with respect to the capital securities.
         These Capital Securities qualify as a Tier I Capital, subject to
         certain limitations, and are presented in the Consolidated Balance
         Sheets as Trust Preferred Securities. The sole asset of Cumberland
         Capital Trust I is $8,000,000 of junior subordinated debentures issued
         by Cumberland Bancorp, Incorporated. These junior subordinated
         debentures also carry the same floating rate as the Capital Securities
         and both mature on December 25, 2025; however, the maturity of both may
         be shortened to a date not earlier than December 25, 2005.

                                       47
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(15)     Trust Preferred Securities, continued

         On July 31, 2001, Cumberland Bancorp, Incorporated, through Cumberland
         Capital Trust II and with the assistance of its Placement Agent, sold
         to institutional investors $4,000,000 of capital securities. Cumberland
         Capital Trust II, a Connecticut business trust wholly owned by
         Cumberland Bancorp, Incorporated, issued $4,000,000 of Floating Rate
         Capital Securities. Holders of the Capital Securities are entitled to
         receive preferential cumulative cash distributions from the Trust, at a
         rate per annum reset quarterly equal to the sum of three month LIBOR
         plus 358 basis points applied to the liquidation amount of $1,000 per
         Capital Security, accruing from the date of original issuance and
         payable quarterly in arrears on January 31, April 30, July 31 and
         October 31 each year commencing October 31, 2001. The rate was 5.46% at
         December 31, 2001. The Company can defer payment on the securities at
         any time or from time to time for a period not to exceed twenty
         consecutive quarters.

         Cumberland Bancorp, Incorporated has, through various contractual
         arrangements, fully and unconditionally guaranteed all of Cumberland
         Capital Trust II's obligations with respect to the capital securities.
         These Capital Securities qualify as a Tier I Capital, subject to
         certain limitations, and are presented in the Consolidated Balance
         Sheets as Trust Preferred Securities. The sole asset of Cumberland
         Capital Trust II is $4,000,000 of junior subordinated debentures issued
         by Cumberland Bancorp, Incorporated. These junior subordinated
         debentures also carry the same floating rate as the Capital Securities
         and both mature on July 31, 2031; however, the maturity of both may be
         shortened to a date not earlier than July 31, 2006.

(16)     Income Taxes

         Income tax expense (benefits) consist of the following:

<TABLE>
<CAPTION>
(Dollars in thousands)                                               2001             2000              1999
---------------------------------------------------------          -------           -------           ------
<S>                                                                <C>                 <C>              <C>
Current:
   Federal                                                         $ 1,279             2,398            2,165
   State                                                               255               456              412
---------------------------------------------------------          -------           -------           ------
     Total current tax                                               1,534             2,854            2,577
---------------------------------------------------------          -------           -------           ------
Deferred:
   Federal                                                          (1,283)             (357)            (393)
   State                                                              (238)              (66)             (74)
---------------------------------------------------------          -------           -------           ------
     Total deferred tax benefits                                    (1,521)             (423)            (467)
---------------------------------------------------------          -------           -------           ------
Tax benefits credited to shareholders' equity related
to exercise of stock options                                             5                 5                3
---------------------------------------------------------          -------           -------           ------
     Total income tax expense                                      $    18           $ 2,436            2,113
---------------------------------------------------------          -------           -------           ------
</TABLE>


                                       48
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(16)     Income Taxes, continued

         Significant temporary differences between tax and financial reporting
         that result in deferred tax assets (liabilities) included in other
         assets on the consolidated balance sheet are as follows at December 31,
         2001 and 2000:

<TABLE>
<CAPTION>
(Dollars in thousands)                                                                       2001              2000
---------------------------------------------------------------------------------          --------          --------
<S>                                                                                        <C>               <C>
Allowance for loan losses                                                                  $  3,323             2,164
Unrealized loss on securities                                                                    --                59
Deferred loan fees                                                                              135               100
Other                                                                                           529               398
---------------------------------------------------------------------------------          --------          --------
     Total deferred tax assets                                                                3,987             2,721
---------------------------------------------------------------------------------          --------          --------
FHLB stock dividends                                                                           (659)             (562)
Premises and equipment                                                                         (491)             (480)
Unrealized gain on securities                                                                   (87)               --
Loan servicing rights                                                                          (107)             (356)
Other                                                                                           (88)             (143)
---------------------------------------------------------------------------------          --------          --------
    Total deferred tax liabilities                                                           (1,432)           (1,541)
---------------------------------------------------------------------------------          --------          --------
Net deferred tax asset                                                                     $  2,555             1,180
---------------------------------------------------------------------------------          --------          --------
</TABLE>

         A reconciliation of the provision for income taxes with the amount of
         income taxes computed by applying the federal statutory rate (34%) to
         earnings before income taxes follows:

<TABLE>
<CAPTION>
(Dollars in thousands)                                               2001             2000              1999
---------------------------------------------------------          -------           -------           ------
<S>                                                                <C>                 <C>              <C>
Computed expected provision for income taxes                       $    77             2,243            1,912
Increase (decrease) in taxes resulting from:
   State income taxes, net of federal tax benefit                       11               261              223
   Tax exempt interest                                                 (75)              (69)             (48)
   Other, net                                                            5                 1               26
---------------------------------------------------------          -------           -------           ------
      Total income tax expense                                     $    18             2,436            2,113
---------------------------------------------------------          -------           -------           ------
</TABLE>

         During 1996, the subsidiary Banks began computing their tax bad debt
         reserves under the rules which apply to commercial banks. In years
         prior to 1996, the Banks obtained tax bad debt deductions of
         approximately $1.8 million in excess of their financial statement
         allowance for loan losses for which no provision for federal income tax
         was made. These amounts are subject to federal income tax in future
         years if used for purposes other than to absorb bad debt losses. This
         excess reserve is subject to recapture only if a bank ceases to qualify
         as a bank as defined in the Internal Revenue Code.

(17)     Minimum Capital Standards

         The Company and its Bank subsidiaries are subject to various regulatory
         capital requirements administered by the federal banking agencies.
         Failure to meet minimum capital requirements can initiate certain
         mandatory and possibly additional discretionary actions by regulators
         that, if undertaken, could have a direct material effect on the
         Company's financial statements. Under capital adequacy guidelines and
         the regulatory framework for prompt corrective action, the Company and
         its Bank subsidiaries must meet specific capital guidelines that
         involve quantitative measures of assets, liabilities, and certain
         off-balance sheet items as calculated under regulatory accounting
         practices. Capital amounts and classification are also subject to
         qualitative judgments by the regulators about components, risk
         weightings, and other factors.

                                       49
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(17)     Minimum Capital Standards, continued

         Quantitative measures established by regulation to ensure capital
         adequacy require the maintenance of minimum amounts and ratios (set
         forth in the table below) of total and Tier I capital (as defined in
         the regulations) to risk-weighted assets (as defined), and of Tier I
         capital (as defined) to average assets (as defined). Management
         believes, as of December 31, 2001 and 2000, that all capital adequacy
         requirements to which they are subject are met.

         As of December 31, 2001, the most recent notification from the Federal
         Reserve Bank categorized the Company and all Bank subsidiaries as well
         capitalized under the regulatory framework for prompt corrective
         action. To be categorized as well capitalized the Company and the Banks
         must maintain total risk-based, Tier I risk-based and Tier I leverage
         ratios as set forth in the table. There are no conditions or events
         since that notification that management believes have changed the
         category.

         The Company has reached an agreement with the Federal Reserve Bank to
         maintain the Bank subsidiaries as well capitalized for a period of two
         years beginning October 2000 and for the Company to maintain a total
         capital to risk-weighted assets ratio of at least 10%.

         The Company and the Banks' actual capital amounts and ratios at
         December 31, 2001 and 2000, are as follows:

<TABLE>
<CAPTION>
                                                                                    To be well
                                                                                 capitalized under
                                                            Required              prompt corrective
(Dollars in thousands)                                       Minimum               action provisions               Actual
----------------------------------------------------------------------------------------------------------------------------------
December 31, 2001
                                                      Amount         Ratios       Amount        Ratios       Amount         Ratios
<S>                                                  <C>             <C>          <C>           <C>          <C>            <C>
Tier I to average assets -leverage
    Cumberland Bancorp, Inc.                         $27,089         4.00%        33,861         5.00%        50,612         7.47%
    Cumberland Bank                                   10,682         4.00%        13,352         5.00%        19,006         7.12%
    BankTennessee                                      7,974         4.00%         9,968         5.00%        15,518         7.78%
    The Community Bank                                 5,969         4.00%         7,461         5.00%         9,844         6.60%
    Bank of Dyer                                       2,037         4.00%         2,547         5.00%         3,588         7.04%
    Bank of Mason                                        426         4.00%           533         5.00%         1,001         9.40%
Tier I to risk-weighted assets
    Cumberland Bancorp, Inc.                          20,162         4.00%        30,243         6.00%        50,612        10.04%
    Cumberland Bank                                    8,051         4.00%        12,076         6.00%        19,006         9.44%
    BankTennessee                                      6,114         4.00%         9,171         6.00%        15,518        10.15%
    The Community Bank                                 4,198         4.00%         6,296         6.00%         9,844         9.38%
    Bank of Dyer                                       1,348         4.00%         2,022         6.00%         3,588        10.65%
    Bank of Mason                                        217         4.00%           326         6.00%         1,001        18.43%
Total capital to risk-weighted
  assets
    Cumberland Bancorp, Inc.                          40,323         8.00%        50,404        10.00%        56,877        11.28%
    Cumberland Bank                                   16,102         8.00%        20,127        10.00%        21,526        10.69%
    BankTennessee                                     12,228         8.00%        15,285        10.00%        17,450        11.42%
    The Community Bank                                 8,395         8.00%        10,494        10.00%        11,157        10.63%
    Bank of Dyer                                       2,696         8.00%         3,370        10.00%         4,013        11.91%
    Bank of Mason                                        435         8.00%           543        10.00%         1,076        19.81%
</TABLE>


                                       50
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(17) Minimum Capital Standards, continued

<TABLE>
<CAPTION>
                                                                                    To be well
                                                                                 capitalized under
                                                            Required              prompt corrective
(Dollars in thousands)                                       Minimum               action provisions               Actual
----------------------------------------------------------------------------------------------------------------------------------
December 31, 2000
                                                      Amount         Ratios       Amount        Ratios       Amount         Ratios
<S>                                                  <C>             <C>          <C>           <C>          <C>            <C>
Tier I to average assets -leverage
    Cumberland Bancorp, Inc.                         $24,820         4.00%        31,025         5.00%        46,070         7.42%
    Cumberland Bank                                    9,151         4.00%        11,438         5.00%        16,490         7.21%
    BankTennessee                                      8,189         4.00%        10,236         5.00%        15,047         7.35%
    The Community Bank                                 4,542         4.00%         5,677         5.00%         8,392         7.39%
    Bank of Dyer                                       1,822         4.00%         2,352         5.00%         3,475         7.39%
    Bank of Mason                                        359         4.00%           449         5.00%           934        10.41%
Tier I to risk-weighted assets
    Cumberland Bancorp, Inc.                          19,359         4.00%        29,038         6.00%        46,070         9.52%
    Cumberland Bank                                    7,475         4.00%        11,212         6.00%        16,490         8.82%
    BankTennessee                                      6,650         4.00%         9,975         6.00%        15,047         9.05%
    The Community Bank                                 3,667         4.00%         5,500         6.00%         8,392         9.15%
    Bank of Dyer                                       1,341         4.00%         2,012         6.00%         3,475        10.36%
    Bank of Mason                                        189         4.00%           284         6.00%           934        19.72%
Total capital to risk-weighted
  assets
    Cumberland Bancorp, Inc.                          38,718         8.00%        48,397        10.00%        52,207        10.79%
    Cumberland Bank                                   14,949         8.00%        18,686        10.00%        18,823        10.07%
    BankTennessee                                     13,300         8.00%        16,625        10.00%        17,125        10.30%
    The Community Bank                                 7,334         8.00%         9,167        10.00%         9,399        10.25%
    Bank of Dyer                                       2,682         8.00%         3,353        10.00%         3,830        11.42%
    Bank of Mason                                        379         8.00%           474        10.00%         1,002        21.15%
</TABLE>

         Regulatory Actions - Bank of Dyer, a wholly-owned subsidiary of
         Cumberland Bancorp, Inc., entered into a Memorandum of Understanding
         (MOU) with the Vice President of the Federal Reserve Bank of St. Louis
         (Federal Reserve) and The Commissioner of the Tennessee Department of
         Financial Institutions (Commissioner) as a result of an examination of
         the Bank conducted as of September 30, 2001 dated November 2, 2001. The
         MOU addresses management, asset quality, credit administration, capital
         adequacy, violations/contraventions, earnings, liquidity, and the
         allowance for loan losses. Also, the MOU requires the Bank to submit
         quarterly progress reports to the Commissioner and the Federal Reserve.

(18)     Employee Benefits

         The Company maintains a 401(k) savings plan for all employees who have
         completed six months of service and are 21 or more years of age.
         Employer contributions to the plan are determined annually by the board
         of directors. The Company's expenses related to the plan were $398,149
         in 2001, $414,139 in 2000, and $273,848 in 1999.

                                       51
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(19)     Fair Values of Financial Instruments

The estimated fair values of the Company's financial instruments are as follows
at December 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                             2001                              2000
                                                                 --------------------------         -------------------------
                                                                 Carrying           Fair            Carrying           Fair
(Dollars in thousands)                                             Value            Value             Value            Value
-------------------------------------------------------------------------------------------         -------------------------
<S>                                                                 <C>              <C>              <C>              <C>
Financial assets:
   Cash and due from banks                                          20,868           20,868           22,280           22,280
   Interest-bearing deposits in
      financial institutions                                         4,563            4,563           14,988           14,988
   Federal funds sold                                               19,531           19,531           33,025           33,025
   Securities available for sale                                    42,814           42,814           15,566           15,566
   Securities held to maturity                                      12,735           12,814            8,425            8,405
   Loans, net of allowance                                         513,222          518,788          501,080          499,885
   Accrued interest receivable                                       4,693            4,693            5,644            5,644
   Restricted equity securities                                      4,719            4,719            4,226            4,226
   Investment in unconsolidated
     affiliates                                                      5,195            5,195            4,983            4,983
   Loan servicing rights                                               327              327              985              985

Financial liabilities:
   Deposits with defined maturities                                304,129          308,292          321,070          322,517
   Deposits with undefined
       maturities                                                  245,295          245,295          203,072          203,072
   Notes payable                                                     7,659            8,088            8,749            8,730
   Federal funds purchased                                           1,675            1,675            9,575            9,575
   Advances from FHLB                                               50,852           52,913           46,211           45,105
   Accrued interest payable                                          3,994            3,994            4,694            4,694
   Trust preferred securities                                       12,000           12,000            8,000            8,000

<CAPTION>
                                                                    Notional            Fair         Notional           Fair
                                                                     Amounts           Value          Amount           Value
-----------------------------------------                           ---------        --------        -------           ------
<S>                                                                 <C>              <C>              <C>              <C>
Off-balance sheet financial instruments:
   Commitments to extend credit                                     69,268               --           71,045               --
   Standby letters of credit                                         3,750               --            3,060               --
</TABLE>

         The carrying values in the preceding table are included in the
         consolidated balance sheets under the applicable captions.

                                       52
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

 (20)    Business Combinations and Acquisitions

         On December 31, 1999, Cumberland Bancorp, Incorporated (CBI) acquired
         for approximately 511,783 shares of its common stock, all of the
         outstanding capital stock of Bancshares of Dyer, Inc. (BDI), a bank
         holding company in Dyer, Tennessee, which owned approximately 98% of
         Bank of Dyer. The merger has been accounted for as a pooling of
         interests and accordingly, financial information for periods prior to
         the merger reflect retroactive restatement of the companies' combined
         financial position and operating results. No adjustments were necessary
         to conform the accounting practices of the companies.

         The following presents certain financial data for the separate entities
         prior to the combination of CBI with BDI for the years ended December
         31, 1999.

<TABLE>
<CAPTION>
         (Dollars in thousands, except per share data)                                                           1999
         --------------------------------------------------------------------------------------------------------------
         Total revenue:*
         <S>                                                                                                    <C>
         CBI, as originally reported                                                                            $22,696
         BDI                                                                                                      1,660
         --------------------------------------------------------------------------------------------------------------
         CBI, as restated                                                                                       $24,356
         --------------------------------------------------------------------------------------------------------------
         Net income:
         CBI, as originally reported                                                                             $3,270
         BDI                                                                                                        241
         --------------------------------------------------------------------------------------------------------------
         CBI, as restated                                                                                        $3,511
         --------------------------------------------------------------------------------------------------------------
</TABLE>
         *Total revenue is net interest income and noninterest income

         During 2000, the Company purchased additional shares of stock in the
         Bank of Mason for $365,000 giving the Company 53% of the outstanding
         stock at December 31, 2000. The excess cash paid over the fair value of
         net assets acquired is recorded as goodwill in the consolidated
         financial statements. The Bank of Mason has been included in the
         consolidated financial statements of the Company for the period in
         which Cumberland Bancorp, Incorporated had controlling interest. Bank
         of Mason has approximately $10 million in total assets. On January 31,
         2001, the Company issued 53,250 shares for the remaining interest in
         Bank of Mason.

(21)     Commitments and Contingencies

         The Company has entered into various noncancellable operating lease
         arrangements in connection with its operating locations. Based upon
         these agreements at December 31, 2001, future minimum lease commitments
         are as follows:

<TABLE>
<CAPTION>
                              (Dollars in thousands)
                              --------------------------------------------------------------------------
                              <S>                  <C>                                        <C>
                                                      2002                                    $222
                                                      2003                                     216
                                                      2004                                     111
                                                      2005                                      30
                                                      2006                                      21
                                                   Thereafter                                   56
                              --------------------------------------------------------------------------
                                                                                              $656
                              --------------------------------------------------------------------------
</TABLE>

         Rentals relating to these agreements which are included in occupancy
         expense amounted to $235,000 in 2001, $265,000 in 2000 and $196,000 in
         1999.

                                       53
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(21)     Commitments and Contingencies, continued

         During 2001, the subsidiaries of the Company leased certain premises
         from related parties. The related expense from the leases totaled
         approximately $20,000.

         During 1997, the Company entered into an agreement with a group of
         investors to open a BankTennessee branch in Ripley, Tennessee. In
         return, these investors purchased 445,000 shares (as adjusted for the
         March 1998 and March 2001 stock split) of the Company's common stock
         for $2.25 per share (as adjusted for the March 1998 and March 2001
         stock split). The agreement with the Ripley group addresses a spin-off
         of the Ripley branch into a separate entity after the branch reaches
         $30 million in assets and becomes profitable. It is anticipated that
         the Ripley group will own 50% of the new entity and Cumberland Bancorp,
         Incorporated will own 50% of the new entity. However, there are several
         provisions in the agreement that could alter the anticipated structure.

         During 1999 and 1998, the Company invested approximately $2,300,000
         representing a 50% interest in a de novo bank in Murray, Kentucky. The
         Company's pro rata portion of the organization and start-up costs of
         approximately $92,500 in 1998 and $60,000 in 1999, in the respective
         periods have been expensed.

         The Murray Bank opened in June, 1999 and it incurred an operating loss
         of approximately $275,000 in 1999. Earnings of approximately $125,000
         and $26,000 were reported in 2001 and 2000. This investment is being
         accounted for by the equity method of accounting, whereby the Company's
         pro rata share of its operations are shown as an adjustment of the
         original investment and included in other operating expenses on the
         consolidated statements of earnings.

         The investors that bought the remaining 50% of the Murray Bank
         exercised their rights to purchase $250,000 worth of Cumberland
         Bancorp, Incorporated stock based upon a price of 1.5 multiplied by the
         Company's book value when the charter was granted to the Murray Bank by
         the OTS. An additional $250,000 in stock options become exercisable at
         1.5 multiplied by the Company's book value if the Murray Bank attains
         certain financial objectives.

         During 1999, the Company became involved in organizing a de novo bank
         called Insurors Bank of Tennessee. The Company owns 50% and the
         remaining 50% is owned by InsCorp, Inc., which is primarily owned by
         independent insurance agents in the State of Tennessee. The Company
         invested approximately $2,830,000 during 2000 and 1999. Organization
         and start-up costs were approximately $191,859 for 2000 and $24,000 in
         1999. In November 2000, the Insurors Bank of Tennessee opened and
         incurred operating losses of approximately $1,187,000 and $492,000 for
         the years ended December 31, 2001 and 2000.

                                       54
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(21)     Commitments and Contingencies, continued

         Data for The Murray Bank (TMB) and Insurors Bank of Tennessee (IBOT) as
         of December 31, 2001 is as follows:

<TABLE>
<CAPTION>
                                                                                  TMB               IBOT
----------------------------------------------------------------------          --------          --------
<S>                                                                             <C>               <C>
        Assets:
          Cash and due from banks                                               $  3,114               591
          Fed funds sold                                                           5,051               900
          Securities
             Available for sale                                                    9,380             3,475
             Held to maturity                                                        450                --
          Loans, net                                                              48,631            15,413
          Premises and equipment                                                   1,965               441
          Investment in restricted stock                                             180               328
          Accrued interest receivable                                                531                86
          Other assets                                                               257                68
----------------------------------------------------------------------          --------          --------
        Total assets                                                            $ 69,559            21,302
----------------------------------------------------------------------          --------          --------
        Liabilities and Shareholders' Equity:
          Total deposits
          Borrowings                                                            $ 62,104            13,978
          Accrued interest payable                                                 1,203             2,997
          Other liabilities                                                          392                43
                                                                                     188                95
----------------------------------------------------------------------          --------          --------
        Total liabilities                                                         63,887            17,113
----------------------------------------------------------------------          --------          --------
        Total shareholders' equity                                                 5,672             4,189
----------------------------------------------------------------------          --------          --------
        Net interest income                                                     $  1,835               419
        Provision for loan losses                                                    373                --
        Non interest income                                                          492                16
        Non interest expense                                                       1,778             1,622
        Income tax expense                                                            51                --
        Net income                                                                   125            (1,187)
----------------------------------------------------------------------          --------          --------
</TABLE>


         In the normal course of business there are commitments outstanding and
         contingent liabilities such as legal proceedings pending against the
         Company and its subsidiaries. In the opinion of management, no material
         adverse effect on the financial position is anticipated as a result of
         these items.

(22)     Stock Options

         The Company issues non-qualified stock options to employees,
         non-employee directors, and bank advisory board members. The option
         plan provides for the issuance of the Company's common stock at a price
         determined by the plan's committee, which is the Board of Directors of
         the Company. As a matter of policy, the Board of Directors has issued
         options at an exercise price equal to the fair market value of the
         Company's common stock at the date of grant. Share and per share
         amounts in the accompanying text and tables have been adjusted for
         stock splits and stock dividends.

                                       55
<PAGE>
                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(22)     Stock Options, continued

         In 1995, SFAS No. 123 "Accounting for Stock Based Compensation" changed
         the method for recognition of cost of plans similar to those of the
         Company. As is permitted, management has elected to continue accounting
         for the plan under APB Opinion 25 and related interpretations.
         Accordingly, no compensation cost has been recognized for the stock
         option plan. However, under SFAS No. 123, the Company is required to
         make proforma disclosures as if cost had been recognized in accordance
         with the pronouncement. Had compensation cost for the Company's stock
         option plan been determined based on the fair value at the grant dates
         for awards under the plan consistent with the method of SFAS No. 123,
         the Company's net earnings and net earnings per common share would have
         been as follows:

         (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                          2001                           2000                          1999
                              As Reported      Proforma      As Reported     Proforma      As Reported      Proforma
                              -----------------------------------------------------------------------------------------------
<S>                           <C>              <C>           <C>             <C>           <C>              <C>
Net income                     $   209              7             4,161             3,960             3,511             3,344
Basic earnings
 per share                        0.02           0.00              0.30              0.29              0.28              0.27
Diluted earnings
 per share                        0.01           0.00              0.30              0.28              0.27              0.26
</TABLE>

         The fair value of the options granted is estimated as of the date
         granted using the Black-Scholes option pricing model with the following
         weighted-average assumptions used for grants: dividend yield of 0.69%
         in 2001, 0.8% in 2000 and 0% in prior years, risk-free interest rate of
         6.0% in all years, expected lives of five years, and expected
         volatility of 112% in 2001, 40% in 2000 and 47% in 1999.

         The weighted-average fair value of options, calculated using the
         Black-Scholes option pricing model, granted during 2001, 2000 and 1999
         was $3.26, $5.19 and $6.09, respectively.

         Stock options become exercisable at a rate of 20% per year or at the
         end of five years. These options generally expire within six to ten
         years or earlier if an employee leaves.

                                       56
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

  (22)    Stock Options, continued

         A summary of the stock option activity for 2001, 2000 and 1999 is as
follows:

<TABLE>
<CAPTION>
                                                                                                                           Weighted
                                                                 Shares            Shares            Option                Average
                                                                Available          Under             Shares                Exercise
(Dollars in thousands, except per share data)                  for Option          Option          Exercisable              Price
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>             <C>                     <C>
Outstanding at December 31, 1998                                    312,580            787,420                             $   2.73
Granted                                                             (85,500)            85,500                 --              6.25
Becoming exercisable                                                     --                 --            167,284              2.73
Forfeited                                                                --            (19,250)                --              2.73
Exercised                                                                --             (2,400)                --
---------------------------------------------------------          --------           --------           --------          --------
Outstanding at December 31, 1999                                    227,080            851,270            167,284              3.08
Granted                                                             (87,500)            87,500                 --              6.25
Becoming exercisable                                                     --            164,604                                 2.73
Forfeited                                                                --            (13,640)                --              2.73
Exercised                                                                --             (2,660)                --              2.73
---------------------------------------------------------          --------           --------           --------          --------
Outstanding at December 31, 2000                                    139,580            922,470            331,888              3.39
Granted                                                             (30,000)            30,000                 --              4.12
Becoming exercisable                                                     --                 --            323,408              2.73
Forfeited                                                                --            (41,700)                --              2.73
Exercised                                                                --             (8,480)                --              2.73
---------------------------------------------------------          --------           --------           --------          --------
Outstanding at December 31, 2001                                    109,580            902,290            655,296              3.22
---------------------------------------------------------          --------           --------           --------          --------
</TABLE>

         The following table sets forth the computation of basic net earnings
         per share and diluted net earnings per share adjusted for stock splits
         and stock dividends.

<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)                         2001                2000               1999
---------------------------------------------------------          ----------          ----------          ----------
<S>                                                                <C>                 <C>                 <C>
For basic net earnings per share and diluted net earnings
per share, net earnings                                                   209               4,161               3,511
---------------------------------------------------------          ----------          ----------          ----------
Weighted average shares outstanding - basic                        13,813,774          13,767,312          12,496,260
Effect of dilutive securities - stock options                         206,020             254,614             279,012
---------------------------------------------------------          ----------          ----------          ----------
Weighted average shares outstanding - diluted                      14,019,794          14,021,926          12,775,772
---------------------------------------------------------          ----------          ----------          ----------
Net earnings per share - basic                                     $     0.02                0.30                0.28

Net earnings per share - diluted                                         0.01                0.30                0.27
</TABLE>


(23)     Other Operating Expenses

         Other operating expenses consist of the following:

<TABLE>
<CAPTION>
                                                                           Years ended December 31,
         (Dollars in thousands)                                     2001              2000           1999
--------------------------------------------------------           -------          -------         ------
<S>                                                               <C>               <C>              <C>
Data processing                                                   $  1,593            1,381             907
Advertising                                                            369              414             441
Stationery, printing and supplies                                      509              506             494
Postage, freight and courier                                           367              311             221
Directors' fees                                                        445              443             418
Other                                                                5,469            3,972           2,886
---------------------------------------------------------          -------          -------          ------
                                                                   $ 8,752            7,027           5,367
---------------------------------------------------------          -------          -------          ------
</TABLE>


                                       57
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(24)     Quarterly Financial Data (unaudited)
         ------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Earnings per share
                                       Interest      Net interest     Provision for       Net
                                        income          income         loan losses      income            Basic      Fully diluted
                                       ---------     ------------     -------------     -------           -----      ---------------
<S>                                    <C>           <C>              <C>               <C>               <C>        <C>
2001
First quarter                           $14,300          6,168             262            956             0.07            0.07
Second quarter                           13,542          5,915             790             54             0.04            0.04
Third quarter                            13,211          5,961           3,333         (1,162)           (0.8)           (0.08)
Fourth quarter                           11,812          5,920           1,992           (128)           (0.01)          (0.01)

2000
First quarter                            11,643          5,718             424            948             0.07            0.07
Second quarter                           12,459          6,050             843          1,022             0.07            0.07
Third quarter                            13,679          6,425             547          1,273             0.09            0.09
Fourth quarter                           13,870          6,401             822            918             0.07            0.07
</TABLE>

                                       58
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(25)     Parent Company Only Financial Information

<TABLE>
<CAPTION>
         Condensed Balance Sheets (Dollars in thousands)
         ---------------------------------------------------------------------------------------------------------------
                                                                                                December 31,
          Assets                                                                             2001             2000
         ---------------------------------------------------------------------------------------------------------------
         <S>                                                                               <C>                <C>
            Cash                                                                           $  2,693             6,411
            Investment in subsidiaries                                                       50,062            44,514
            Investment in unconsolidated affiliates                                           4,928             5,429
            Premises and equipment                                                              239                54
            Goodwill                                                                            343                68
            Other assets                                                                      2,877               949
                                                                                           --------          --------
                                                                                           $ 61,142            57,425
                                                                                           ========          ========

         Liabilities and Shareholders' Equity

         Liabilities:
            Notes payable                                                                  $  7,659             8,749
            Accrued interest                                                                    804               713
            Other liabilities                                                                   994               239
            Subordinate debt securities                                                      12,372             8,248
                                                                                           --------          --------
                     Total liabilities                                                       21,829            17,949

         Total shareholders' equity                                                          39,313            39,476
                                                                                           --------          --------
                                                                                           $ 61,142            57,425
                                                                                           ========          ========
</TABLE>


<TABLE>
<CAPTION>
                 Condensed Statements of Earnings
         ---------------------------------------------------------------------------------------------------------------
         Years Ended December 31,                                           2001               2000             1999
         ---------------------------------------------------------------------------------------------------------------
         <S>                                                              <C>                 <C>              <C>
         Income:
            Dividends from subsidiaries                                    $    --                --              800
            Other dividend                                                      --                --                4
            Other income                                                        33                41               13
                                                                           -------            ------           ------
                                                                                33                41              817
                                                                           -------            ------           ------
         Expenses:
            Interest expense                                                 1,375               603              578
            Other expense                                                    1,122             1,323              929
                                                                           -------            ------           ------
                                                                             2,497             1,926            1,507
                                                                           -------            ------           ------
         Loss before income taxes and equity in undistributed
            earnings of subsidiaries
            Income tax benefit                                              (2,464)           (1,885)            (690)
                                                                             1,112               732              558
                                                                           -------            ------           ------

         Income (loss) before equity in undistributed earnings of
            subsidiaries                                                    (1,352)           (1,153)            (132)

            Equity in undistributed earnings of subsidiaries                 1,561             5,314            3,643
                                                                           -------            ------           ------
         Net earnings                                                      $   209             4,161            3,511
                                                                           =======            ======           ======
</TABLE>

                                       59
<PAGE>

                CUMBERLAND BANCORP, INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        December 31, 2001, 2000 and 1999

(25)     Parent Company Only Financial Information, continued

<TABLE>
<CAPTION>
 Condensed Statements of Cash Flows (Dollars in thousands)
------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,                                              2001             2000             1999
------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>              <C>
Cash flows from operating activities:
Net earnings                                                       $   209             4,161            3,511

Adjustments to reconcile net earnings to net
  cash provided (used) by operating activities:
     Equity in undistributed earnings of subsidiaries               (1,561)           (5,314)          (3,643)
     Operations of unconsolidated affiliates                           505               308              104
     Depreciation and amortization                                      34                32               15
     Increase in accrued interest payable                               91               456              149
     Other, net                                                       (671)             (384)              55
                                                                    ------            ------           ------
         Net cash provided (used) by operating activities           (1,393)             (741)             191
                                                                    ------            ------           ------
Cash flows from investing activities:
     Investment in commercial bank subsidiaries                     (3,749)           (5,366)          (3,000)
     Investment in unconsolidated affiliates                          (212)           (2,904)          (1,935)
     Purchases of premises and equipment                              (219)              (29)             (20)
                                                                    ------            ------           ------
         Net cash used by investing activities                      (4,180)           (8,299)          (4,955)
                                                                    ------            ------           ------
Cash flows from financing activities:
     Proceeds from notes payable                                                       4,325              675
     Repayment of notes payable                                     (1,090)           (3,031)            (453)
     Proceeds from trust preferred securities                        4,000             8,000               --
     Proceeds from issuance of common stock                             23               434            9,390
     Repurchase of common stock                                       (283)               --               --
     Dividends paid on common stock                                   (795)             (516)              --
                                                                    ------            ------           ------

         Net cash provided by financing activities                   1,855             9,212            9,612
                                                                    ------            ------           ------
Net increase (decrease) in cash                                     (3,718)              172            4,848
Cash at beginning of year                                            6,411             6,239            1,391
                                                                    ------            ------           ------
Cash at end of year                                                $ 2,693             6,411            6,239
                                                                   =======            ======           ======
</TABLE>

                                       60
<PAGE>


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

         There have been no disagreements with the Company's independent
auditors on any matters of accounting principles or practices or financial
statement disclosure during the fiscal year ended December 31, 2001.

ITEM 10. Directors and Executive Officers of the Registrant

         The information required by this item with respect to the directors and
named executive officers is incorporated herein by reference to the "Election of
Directors" in the Company's definitive proxy materials relating to the Annual
Meeting of Shareholders to be held April 25, 2002. The information required by
this item for other executive officers is set forth below:

         Mark C. McDowell (45) has served as our Asset Quality Manager since
November 2001. Since July, 1997 Mr. McDowell previously served as our Chief
Administrative Officer responsible for overseeing all administrative functions,
including regulatory and financial matters. Mr. McDowell served as president of
Community Bancserve, a bank consulting business, from January 1996 to July 1997.
From 1980 to 1996, Mr. McDowell served as a bank examiner for the Tennessee
Department of Financial Institutions, serving as Director of its Applications
Section beginning in 1989.

         Andy LoCascio (37) has been our Chief Financial Officer since November,
2001 and is responsible for overseeing all financial and regulatory matters.
Previously, Mr. LoCascio served as Chief Financial Officer of BankTennessee in
Collierville, Tennessee from January, 2001 through October, 2001. Mr. LoCascio
served as Senior Financial Officer of Lincoln Federal Savings Bank in
Plainfield, Indiana from October, 1997 through December, 2000. Previously, Mr.
LoCascio served as a bank examiner for the Indiana Department of Financial
Institutions. Mr. LoCascio serves on our Audit and Management Committees.

ITEM 11. Executive Compensation

         The information required by this item with respect to executive
compensation is incorporated herein by reference to the section entitled
"Executive Compensation" in the Company's definitive proxy materials relating to
the Annual Meeting of Shareholders to be held April 25, 2002.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

         Information with respect to the security ownership of certain
beneficial owners and management is incorporated herein by reference to the
section titled "Stock Ownership" in the Company's definitive proxy materials
relating to the Annual Meeting of Shareholders to be held April 25, 2002.

ITEM 13. Certain Relationships and Related Transactions

         Information with respect to certain relationships and related
transactions is incorporated herein by reference to the section titled "Certain
Relationships and Related Transactions" in the Company's definitive proxy
materials relating to the Annual Meeting of Shareholders to be held April 25,
2002.

ITEM 14. Exhibits and Reports on Form 8-K


         (a)(1) Financial Statements.  See Item 8.
         (a)(2) Financial Statements Schedules.  Inapplicable.
         (a)(3) Exhibits.  See Index to Exhibits.

                                       61
<PAGE>

         Registrant is a party to certain notes which are more fully described
in the notes to Registrant's financial statements pursuant to which Registrant
has borrowed money from other financial institutions in principal amounts which
combined do not exceed ten percent (10%) of Registrants total consolidated
assets. Copies of these notes will be filed with the Commission upon request.
Registrant is also a party to certain agreements entered into in connection with
the Company's offering of $12,000,000 in subordinated debentures in connection
with the offering of trust preferred securities to institutional investors by
Cumberland Capital Trust I and Cumberland Capital Trust II. Copies of the
various transaction documents associated with the trust preferred offerings will
be filed with the Commission upon request.

(b)      Reports on Form 8-K

                  None.


                                       62
<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.


                                CUMBERLAND BANCORP, INCORPORATED


                                By: /s/ Joel Porter
                                    -------------------------------------------
                                        Joel Porter
                                        President (Principal Executive Officer)

                                Date:   April 1, 2002


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                    Signature                                                  Title                                    Date
---------------------------------------------             ------------------------------------------             -------------------
<S>                                                       <C>                                                    <C>



/s/ Joel Porter
--------------------------------------------              President (Principal Executive Officer) and          April 1, 2002
Joel Porter                                               Director

/s/ Andy LoCascio
--------------------------------------------              Chief Financial Officer (Principal Financial         April 1, 2002
Andy LoCascio                                             and Accounting Officer)


/s/ John Wilder                                           Chairman                                             April 1, 2002
---------------------------------------------
John Wilder

/s/ Danny Herron
---------------------------------------------             Director                                             April 1, 2002
Danny Herron

/s/ Tom E. Paschal
--------------------------------------------              Director                                             April 1, 2002
Tom E. Paschal

/s/ Tom Brooks
---------------------------------------------             Director                                             April 1, 2002
Tom Brooks

/s/ Ronald Gibson
---------------------------------------------             Director                                             April 1, 2002
Ronald Gibson

</TABLE>

                                       63
<PAGE>

<TABLE>
<S>                                                       <C>                                                  <C>


/s/ Frank Inman, Jr.
---------------------------------------------             Director                                             April 1, 2002
Frank Inman, Jr.

/s/ Alex Richmond
---------------------------------------------             Director                                             April 1, 2002
Alex Richmond

/s/ John S. Shepherd
---------------------------------------------             Director                                             April 1, 2002
John S. Shepherd

/s/ James Rout
---------------------------------------------             Director                                             April 1, 2002
James Rout

/s/ Paul Priddy
---------------------------------------------             Director                                             April 1, 2002
Paul Priddy

/s/ Paul Pratt, Sr.
---------------------------------------------             Director                                             April 1, 2002
Paul Pratt, Sr.

/s/ R. Todd Vanderpool
---------------------------------------------             Director                                             April 1, 2002
R. Todd Vanderpool
</TABLE>

                                       64
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<S>      <C>
3.1      Amended and Restated Charter of the Company (previously filed as
         Exhibit 3.1 to the Company's Registration Statement on Form S-1 dated
         September 8, 1999 (Registration No. 333-84173) and incorporated herein
         by reference).


3.2      Amended and Restated Bylaws of the Company (previously filed as Exhibit
         3.2 to the Company's Registration Statement on Form S-1 dated September
         8, 1999 (Registration No. 333-84173) and incorporated herein by
         reference).


10.1     Cumberland Bancorp, Incorporated 1998 Stock Option Plan (incorporated
         herein by reference to the Company's definitive Proxy Statement for the
         Annual Meeting of Shareholders held April 27, 2000).


21.1     Subsidiaries of the Company.

23.1     Consent of Independent Auditors.
</TABLE>


                                       65