<Page>


                          SPECTRUM BANCORPORATION, INC.


                          FILING TYPE: 10-Q
                          DESCRIPTION: QUARTERLY REPORT
                          FILING DATE: MAY 3, 2002
                           PERIOD END: MARCH 31, 2002


                     PRIMARY EXCHANGE: AMEX
                              TICKERS: SBK PRA AND SBK PRB


<Page>


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

                                    FORM 10-Q

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended March 31, 2002

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the
     transition period from ___________ to________________

Commission File Number: 001-15215

                           SPECTRUM BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

                 Iowa                              42-0867112
       (State or other jurisdiction              (I.R.S. Employer
     of incorporation or organization)           Identification No.)

                10834 Old Mill Road, Suite One, Omaha, NE 68154
              (Address of principal executive office) (Zip code)

                                 (402) 333-8330
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the 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 past 90 days. Yes |x| No ||

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

           Class                              Outstanding at May 3, 2002

Common Stock, $1.00 par value                           125,132 shares


<Page>


                          SPECTRUM BANCORPORATION, INC.
                      INDEX TO FORM 10-Q FOR THE QUARTERLY
                           PERIOD ENDED MARCH 31, 2002


<Table>
<Caption>
PART I:  FINANCIAL INFORMATION                                         PAGE

<S>                                                                    <C>
     ITEM 1:  FINANCIAL STATEMENTS

         Consolidated Balance Sheets at March 31, 2002
         and June 30, 2001 (unaudited) ...................................3

         Consolidated  Statements  of  Income  - Three  months
         ended March 31, 2002   and   March 31, 2001
         (unaudited)......................................................4

         Consolidated Statements of Income  - Nine months
         ended March 31, 2002   and   March 31, 2001
         (unaudited)......................................................5

         Consolidated Statements of Cash Flows - Nine months ended
         March 31, 2002 and March 31, 2001 (unaudited) ...................6

         Notes to Consolidated Financial Statements.......................7

     ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF
              OPERATION...................................................9

     ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..12

PART II: OTHER INFORMATION

     ITEM 1:  LEGAL PROCEEDINGS...........................................12

     ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS.................. 12

     ITEM 3:  DEFAULTS UPON SENIOR SECURITIES............................ 12

     ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
              HOLDERS.................................................... 12

     ITEM 5:  OTHER INFORMATION.......................................... 12

     ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K........................... 13

              SIGNATURES..................................................13
</Table>


                                                                               2
<Page>


                                     PART I
                              FINANCIAL INFORMATION

                          SPECTRUM BANCORPORATION, INC.
                           Consolidated Balance Sheets
                        (In thousands, except share data)
                                   (unaudited)

<Table>
<Caption>
                                                                                        March 31,             June 30,
                                                                                          2002                 2001
                                                                                      ------------         ------------
<S>                                                                                   <C>                  <C>
                                  Assets
Cash and due from banks                                                                    $51,146              $55,744
Federal funds sold                                                                          52,019               50,692
                                                                                      ------------         ------------
         Total cash and cash equivalents                                                   103,165              106,436

Certificates of deposit                                                                        497                1,533
Securities available for sale                                                              308,506              265,010
Loans receivable, net                                                                    1,416,129            1,284,094
Premises and equipment, net                                                                 42,198               37,035
Accrued interest receivable                                                                 14,351               14,454
Intangible assets                                                                           10,573               11,692
Goodwill                                                                                    39,315               35,132
Mortgage servicing rights                                                                   17,935               18,366
Other assets                                                                                10,691                8,370
                                                                                      ------------         ------------
                                                                                        $1,963,360           $1,782,122
                                                                                      ============         ============

                   Liabilities and Stockholders' Equity
Liabilities:

    Deposits

       Non interest bearing                                                               $189,722             $161,409
       Interest bearing                                                                  1,402,416            1,259,681
                                                                                      ------------         ------------
         Total deposits                                                                  1,592,138            1,421,090
    Federal funds purchased and securities sold
      under agreements to repurchase                                                        70,054               63,211
    Notes payable                                                                          125,550              117,730
    Company obligated mandatorily redeemable
      preferred securities of subsidiary trust
      holding solely subordinated debentures                                                48,000               48,000
    Accrued interest and other liabilities                                                  18,469               30,837
                                                                                      ------------         ------------
                                                                                         1,854,211            1,680,868
                                                                                      ------------         ------------

Minority interest in subsidiaries                                                            5,057                4,328
                                                                                      ------------         ------------

Commitments and contingencies

Stockholders' equity:
    Preferred stock, $100 par value; 500,000 shares authorized; issued and
      outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10%
      noncumulative, nonvoting; 100,000 shares of variable rate, noncumulative,
      nonvoting                                                                             11,700               11,700
     Common stock, $1.00 par value, authorized
      1,000,000 shares, issued and outstanding
      125,132 and 125,267 shares, respectively                                                 125                  125
     Additional paid in capital                                                              2,058                2,064
     Retained earnings                                                                      89,336               80,792
     Accumulated other comprehensive income                                                    873                2,245
                                                                                      ------------         ------------
         Total stockholders' equity                                                        104,092               96,926
                                                                                      ------------         ------------

                                                                                        $1,963,360           $1,782,122
                                                                                      ============         ============
</Table>

                 See Notes to Consolidated Financial Statements.


                                                                               3
<Page>


                          SPECTRUM BANCORPORATION, INC.
                        Consolidated Statements of Income
                           For The Three Months Ended
                 (In thousands, except share and per share data)
                                   (unaudited)

<Table>
<Caption>
                                                                                         March 31,          March 31,
                                                                                           2002                2001
                                                                                        ------------      ------------
<S>                                                                                     <C>               <C>
Interest income on:
    Loans receivable                                                                         $26,678           $16,701
    Taxable securities                                                                         3,553             2,422
    Nontaxable securities                                                                        325               243
    Dividends on securities                                                                       64                54
    Federal funds sold and other                                                                 280               753
                                                                                        ------------      ------------
                                                                                              30,900            20,173
                                                                                        ------------      ------------
Interest expense on:
    Deposits                                                                                  10,396             9,669
    Federal funds purchased and securities sold
     under agreements to repurchase                                                              305               403
    Notes payable and company obligated mandatorily
     redeemable preferred securities                                                           2,918             1,478
                                                                                        ------------      ------------
                                                                                              13,619            11,550
                                                                                        ------------      ------------
         Net interest income                                                                  17,281             8,623
Provision for loan losses                                                                      1,505               298
                                                                                        ------------      ------------
         Net interest income after provision for loan
          losses                                                                              15,776             8,325
                                                                                        ------------      ------------
Other income:
   Service charges and other fees                                                              2,542             1,759
   Net gains from sale of loans                                                                  728               254
   Loan servicing fees                                                                           780                 9
   Gain on securities, net                                                                        10                73
   Trust department income                                                                       404                88
   Other                                                                                         796               518
                                                                                        ------------      ------------
                                                                                               5,260             2,701
                                                                                        ------------      ------------
Other expenses:
  Salaries and employee benefits                                                               7,453             4,118
  Occupancy expenses, net                                                                        963               551
  Data processing                                                                                760               434
  Equipment expenses                                                                             604               348
  Advertising                                                                                    490               265
  Amortization of goodwill                                                                         0                97
  Amortization of intangible assets                                                              659               107
  Amortization of mortgage servicing rights                                                       10                 0
  Professional fees                                                                              650               426
  Other operating expenses                                                                     1,820             1,390
                                                                                        ------------      ------------
                                                                                              13,409             7,736
                                                                                        ------------      ------------

         Income before income taxes and minority interest
          in net income of subsidiaries                                                        7,627             3,290
Income taxes                                                                                   2,561             1,114
                                                                                        ------------      ------------
         Income before minority interest in net
          income of subsidiaries                                                               5,066             2,176
Minority interest in net income of subsidiaries                                                  116               117
                                                                                        ------------      ------------
       Net income                                                                             $4,950            $2,059
                                                                                        ============      ============

Basic earnings per common share                                                               $35.83            $24.30
                                                                                        ============      ============

Dividends per share declared on common stock                                                   $1.50             $0.00
                                                                                        ============      ============

Weighted average shares outstanding                                                          125,218            83,173
                                                                                        ============      ============
</Table>

                 See Notes to Consolidated Financial Statements.


                                                                               4
<Page>


                          SPECTRUM BANCORPORATION, INC.
                        Consolidated Statements of Income
                            For The Nine Months Ended
                 (In thousands, except share and per share data)
                                   (unaudited)

<Table>
<Caption>
                                                                                         March 31,            March 31,
                                                                                           2002                 2001
                                                                                        ------------         ------------
<S>                                                                                     <C>                  <C>
Interest income on:
    Loans receivable                                                                         $82,164              $49,034
    Taxable securities                                                                        10,898                6,654
    Nontaxable securities                                                                        861                  722
    Dividends on securities                                                                      230                  176
    Federal funds sold and other                                                               1,109                1,930
                                                                                        ------------         ------------
                                                                                              95,262               58,516
                                                                                        ------------         ------------
Interest expense on:
    Deposits                                                                                  36,173               27,558
    Federal funds purchased and securities sold
     under agreements to repurchase                                                            1,353                  909
    Notes payable and company obligated mandatorily
     redeemable preferred securities                                                           9,062                4,680
                                                                                        ------------         ------------
                                                                                              46,588               33,147
                                                                                        ------------         ------------

         Net interest income                                                                  48,674               25,369
Provision for loan losses                                                                      4,966                1,350
                                                                                        ------------         ------------

         Net interest income after provision for loan
          losses                                                                              43,708               24,019
                                                                                        ------------         ------------

Other income:
   Service charges and other fees                                                              7,575                4,520
   Net gains from sale of loans                                                                2,440                  723
   Loan servicing fees                                                                         2,454                    9
   Gain on securities, net                                                                       186                   86
   Trust department income                                                                     1,236                  260
   Other                                                                                       2,342                1,284
                                                                                        ------------         ------------
                                                                                              16,233                6,882
                                                                                        ------------         ------------

Other expenses:
  Salaries and employee benefits                                                              21,156               10,768
  Occupancy expenses, net                                                                      2,767                1,409
  Data processing                                                                              2,226                1,353
  Equipment expenses                                                                           1,865                  854
  Advertising                                                                                  1,627                  776
  Amortization of goodwill                                                                         0                  279
  Amortization of intangible assets                                                            1,948                  302
  Amortization of mortgage servicing rights                                                    4,889                    0
  Professional fees                                                                            1,983                1,016
  Other operating expenses                                                                     5,475                3,550
                                                                                        ------------         ------------
                                                                                              43,936               20,307
                                                                                        ------------         ------------

         Income before income taxes and minority interest
          in net income of subsidiaries                                                       16,005               10,594
Income taxes                                                                                   5,533                3,501
                                                                                        ------------         ------------

         Income before minority interest in net
          income of subsidiaries                                                              10,472                7,093
Minority interest in net income of subsidiaries                                                  430                  357
                                                                                        ------------         ------------

       Net income                                                                            $10,042               $6,736
                                                                                        ============         ============

Basic earnings per common share                                                               $73.30               $82.35
                                                                                        ============         ============

Dividends per share declared on common stock                                                   $4.50               $16.23
                                                                                        ============         ============

Weighted average shares outstanding                                                          125,251               80,416
                                                                                        ============         ============
</Table>

                 See Notes to Consolidated Financial Statements.


                                                                               5
<Page>


                          SPECTRUM BANCORPORATION, INC.
                      Consolidated Statements of Cash Flows
                            For The Nine Months Ended
                                 (In thousands)
                                   (unaudited)

<Table>
<Caption>
                                                                                       March 31,           March 31,
                                                                                          2002               2001
                                                                                      ------------       ------------
<S>                                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                                $27,678             $5,615
                                                                                      ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sales and maturities of securities
   available for sale                                                                       99,423             21,851
 Purchase of securities available for sale                                                (116,864)           (18,727)
 Proceeds from maturities of certificates of deposit                                         5,235              4,550
 Purchase of certificates of deposit                                                        (4,199)            (5,465)
 Proceeds from sale of other real estate owned                                                 358                  0
 Business acquisitions (See below)                                                              83           (43,819)
 Net increase in loans                                                                     (81,208)           (29,644)
 Proceeds from sale of premises and equipment                                                   36                  4
 Purchase of premises and equipment                                                         (4,271)            (5,702)
 Purchase of mortgage servicing rights                                                      (4,843)                 0
 Proceeds from sale of mortgage servicing rights                                                38                  0
                                                                                      ------------       ------------
  NET CASH (USED IN) INVESTING ACTIVITIES                                                 (106,212)           (76,952)
                                                                                      ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of preferred securities                                                  0             27,600
 Net increase in deposits                                                                   71,459             76,262
 Net increase (decrease) in federal funds purchased and securities
   sold under agreements to repurchase                                                       6,843            (1,765)
 Proceeds from notes payable                                                                25,902             45,460
 Payment of other liabilities                                                               (9,141)                 0
 Principal payments on notes payable                                                       (18,082)           (15,005)
 Debt issuance cost incurred                                                                   (38)            (1,115)
 Sale of minority interest                                                                       0              1,063
 Dividends paid, including ($176) and ($78) paid to
   minority interest, respectively                                                          (1,601)              (298)
 Retirement of shares of common stock                                                          (79)               (78)
                                                                                      ------------       ------------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                                                75,263            132,124
                                                                                      ------------       ------------


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (3,271)            60,787
Cash and cash equivalents:
  Beginning                                                                                106,436             41,126
                                                                                      ------------       ------------
  Ending                                                                                  $103,165           $101,913
                                                                                      ============       ============

Supplemental Disclosures of Cash Flow Information
  Cash payments for:

    Interest                                                                               $49,920            $31,897
    Income taxes                                                                             8,375              3,839

Supplemental Schedules of Noncash Investing and
  Financing Activities:
  Net change in unrealized gain (loss) on
    securities available for sale                                                           (1,372)             3,823
     Dividend declared in the form of notes payable                                              0              1,200

Business acquisitions, net of cash and cash equivalents
  acquired, allocated to:
Assets
   Securities                                                                              $27,289           $126,333
   Loans receivable                                                                         62,981            581,992
   Other assets                                                                              2,392             17,091
   Premises and equipment                                                                    3,285             15,612
   Cost in excess of net assets acquired                                                     4,182             33,289
Liabilities assumed
   Deposits                                                                                (99,589)          (598,292)
   Other liabilities                                                                          (623)           (94,661)
   Common stock issued                                                                           0            (27,545)
   Preferred stock issued                                                                        0            (10,000)
                                                                                      ------------       ------------

Net cash and cash equivalents used (provided)                                                $ (83)           $43,819
                                                                                      ============       ============
</Table>

                 See Notes to Consolidated Financial Statements.


                                                                               6
<Page>


 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     1.   Basis of presentation.


         The consolidated financial statements include the accounts of the
Company and its subsidiaries. All material intercompany accounts and
transactions with subsidiaries are eliminated in consolidation.

         The consolidated subsidiaries are as follows: Great Western Bank
(100.0% owned), which is chartered in Omaha, Nebraska; F&M Bank (95.6% owned),
which is chartered in Watertown, South Dakota; Rushmore Bank & Trust (90.0%
owned), which is chartered in Rapid City, South Dakota; Citizens Bank, Mount Ayr
(100.0% owned), which is chartered in Mount Ayr, Iowa; Citizens Bank, Clive
(95.2% owned), which is chartered in Clive, Iowa; Citizens Bank of Princeton
(100.0% owned), which is chartered in Princeton, Missouri; Spectrum Banc Service
Corporation (100.0% owned by bank subsidiaries, excluding Great Western Bank), a
data processing organization; Spectrum Capital Trust I (100.0% owned); and
Spectrum Capital Trust II (100.0% owned). Great Western Bank also owns 100.0% of
GW Leasing, Inc., a leasing company.

         The June 30, 2001 consolidated balance sheet has been derived from the
audited balance sheet as of that date for the Company. The consolidated
financial statements as of March 31, 2002 and for the three months ended and
nine months ended March 31, 2002 and 2001 are unaudited but include all
adjustments (consisting only of normal recurring adjustments), which the Company
considers necessary for a fair presentation of financial position and results of
its operation and its cash flows for those periods. Results for the three and
nine months ended March 31, 2002 are not necessarily indicative of the results
to be expected for the entire year.

     2.   Earnings per common share.

         Earnings per share have been computed on the basis of weighted average
number of common shares outstanding during each period presented. Dividends
accumulated or declared on cumulative and noncumulative preferred stock, which
totaled $464,000 and $38,000 in the three months ended March 31, 2002 and 2001
and totaled $861,000 and $114,000 for the nine months ended March 31, 2002 and
2001, reduced earnings available to common stockholders in the computation.

     3.   Comprehensive Income.

         Comprehensive income was $3,704,000 and $3,086,000 for the three months
ended March 31, 2002 and 2001 and $8,670,000 and $10,559,000 for the nine months
ended March 31, 2002 and 2001. The difference between comprehensive income and
net income presented in the Consolidated Statements of Income is attributed
solely to change in unrealized gains and losses on securities available for sale
during the periods presented.

     4.   Intangible Assets.

         On July 1, 2001, the Company elected early adoption of Statement of
Financial Accounting Standards No. 141, "Business Combinations," and No. 142,
"Goodwill and Other Intangible Assets" (SFAS 141 and 142). SFAS 141 addresses
financial accounting and reporting for business combinations and replaces APB
Opinion No. 16, "Business Combinations" (APB 16). SFAS 141 no longer allows the
pooling of interests method of accounting for acquisitions, provides new
recognition criteria for intangible assets and carries forward without
reconsideration the guidance in APB 16 related to the application of the
purchase method of accounting. SFAS 142 addresses financial accounting and
reporting for acquired goodwill and other intangible assets and replaces APB
Opinion No. 17, "Intangible Assets." SFAS 142 addresses how intangible assets
should be accounted for upon their acquisition and after they have been
initially recognized in the financial statements. The new standards provide
specific guidance on measuring goodwill for impairment annually using a two-step
process. The first step identifies potential impairment and the second step
measures the amount of goodwill impairment loss to be recognized.

         The Company has identified those intangible assets that remain
separable under the provisions of the new standard and those that are to be
included in goodwill. In applying SFAS 142, the Company has re-evaluated the
useful lives of these separable intangible assets.


                                                                               7
<Page>


The weighted average life of the remaining amortized intangible assets is 7
years. In the year of adoption, SFAS 142 requires the first step of the goodwill
impairment test to be completed within the first six months and the final step
to be completed within twelve months of adoption. The first step of the test was
completed during the quarter ended December 31, 2001 and no indications of
goodwill impairment were found; therefore, step two of the goodwill impairment
test is not applicable.

         Had the provisions of SFAS 141 and 142 been applied in fiscal year
2001, the Company's net income (in thousands) and net income per share would
have been as follows:

<Table>
<Caption>
                                                                     3 Months ended
                                                                      March 31,2001
                                                          ------------------------------------
                                                              Net Income          Per Share
                                                          ---------------      ---------------
<S>                                                       <C>                  <C>
            Net Income:
              As reported                                          $2,059               $24.30
              Add:  Goodwill amortization                              97                 1.17
                                                                       --                 ----
                Pro forma net income                               $2,156               $25.47
                                                          ===============      ===============
</Table>


<Table>
<Caption>
                                                                     9 Months ended
                                                                      March 31,2001
                                                          ------------------------------------
                                                              Net Income          Per Share
                                                          ---------------      ---------------
<S>                                                       <C>                  <C>
            Net Income:
              As reported                                          $6,736               $82.35
              Add:  Goodwill amortization                             279                 3.49
                                                                      ---                 ----
                Pro forma net income                               $7,015               $85.84
                                                          ===============      ===============
</Table>


<Table>
<Caption>
                                            March 31, 2002                                  June 30, 2001
                              --------------------------------------------    --------------------------------------------
                                                                      (in thousands)
                                 Gross                                          Gross
                                Carrying      Accumulated                       Carrying      Accumulated
                                 Amount       Amortization     Impairment        Amount       Amortization      Impairment
                                 ------       ------------     ----------        ------       ------------      ----------
<S>                           <C>             <C>              <C>              <C>           <C>               <C>
Amortized intangible assets:
  Mortgage servicing rights        $25,603          $(5,643)       $(2,025)        $21,185         $(2,782)           $(37)
  Core deposit intangibles           7,454           (2,185)            (0)          6,775            (565)             (0)
  Other                              6,253             (949)            (0)          6,104            (622)             (0)
                                     -----             -----            ---          -----            -----             ---
     Total intangible
       assets                      $39,310          $(8,777)        (2,025)        $34,064         $(3,969)           $(37)
                              =============================================   =============================================
</Table>


     Amortization of intangible assets for the three months ended and nine
months ended March 31, 2002 was $669,000 and $6,837,000, respectively. Estimated
amortization of intangible assets for fiscal years 2002, 2003, 2004, 2005,
and 2006 is $8,309,000, $5,029,000, $4,311,000, $3,521,000 and $2,763,000,
respectively.

     5.   Legal Proceedings

     Spectrum and its subsidiary banks are from time to time parties to various
legal actions arising in the normal course of business. Management of Spectrum
believes there is no proceeding threatened or pending against Spectrum or its
subsidiaries, which, if determined adversely, would have a material adverse
effect on the financial condition or results of operations of Spectrum.

     6.   Acquisition


                                                                               8
<Page>


     As of February 28, 2002 F&M Bank acquired by merger First Western Bank,
N.A., Atkinson, Nebraska ("First Western") and Marquette Bank Nebraska, N.A.,
O'Neill, Nebraska ("Marquette") for $17,484,000. At February 28, 2002 First
Western and Marquette had assets of $110,429,000, deposits of $99,589,000, net
loans of $62,981,000 and stockholders' equity of $10,217,000. The acquisition
has been accounted for as a purchase and results of operation of First Western
Bank and Marquette after the date of acquisition are included in the
consolidated financial statements. Both banks are located in the North Central
area of Nebraska with locations in Atkinson and O'Neill, Nebraska.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATION

GENERAL

         The Company is a multi-bank holding company organized under the laws of
Iowa whose primary business is providing trust, commercial, consumer, and
mortgage banking services through its Nebraska, South Dakota, Iowa and Missouri
based subsidiary banks. Substantially all of the Company's income is generated
from banking operations.

         The Company's fiscal year end is June 30.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Total average assets were $1,822,709,000 for the nine months ended
March 31, 2002, compared to $955,768,000 for the nine months ended March 31,
2001, a 90.7% increase. Average interest-earning assets were $1,667,816,000 for
the nine months ended March 31, 2002 and $889,486,000 for the nine months ended
March 31, 2001, representing a 87.5% increase. Assets increased primarily due to
bank acquisitions and internal loan growth funded by deposits, federal funds
purchased, securities sold under agreements to repurchase and FHLB advances.

         Total assets were $1,963,360,000 at March 31, 2002, an increase of
$181,238,000 or 10.2% from June 30, 2001. Loans, net of unearned fees, grew
$134,223,000 or 10.3% during the nine months ended March 31, 2002 due to
internal growth and bank acquisitions. An increase in deposits and federal funds
purchased, securities sold under agreements to repurchase and FHLB advances
funded the loan growth.

         The allowance for loan losses increased to $21,143,000 at March 31,
2002 from $18,955,000 at June 30, 2001. The allowance represented 1.5% and 1.5%
of total loans as of March 31, 2002 and June 30, 2001. The increase in allowance
for loan losses was due primarily to an increase in loan loss provisions in the
nine months ended March 31, 2002. See "Provision for Loan Losses".

         For the nine months ended March 31, 2002, the Company's annualized
return on average assets ("ROA") was 0.73%, compared to 0.94% for the nine
months ended March 31, 2001. Return on average stockholders' equity ("ROE") for
the nine months ended March 31, 2002 and 2001 was 13.20% and 16.59%,
respectively. The decrease in ROA and ROE is due primarily to amortization and a
market adjustment loss in mortgage servicing rights acquired of $3,178,000 net
of taxes taken in the 9 months ended March 31, 2002.

         Cash and cash equivalents, certificates of deposit and securities
available for sale totaled $412,168,000 or 21.0% of total assets at March 31,
2002, compared to $372,979,000 or 20.9%, at June 30, 2001.

         At March 31, 2002, the Company's leverage ratio was 5.1%, Tier 1
risk-based capital ratio was 6.1%, and total risk-based capital ratio was 10.6%,
compared to minimum required levels of 4% for leverage and Tier 1 risk-based
capital ratios and 8% for total risk-based capital ratio, subject to change at
the discretion of regulatory authorities to impose higher standards in
individual cases. At March 31, 2002, the Company had net risk-weighted assets of
$1,506,044,000.

ACQUISITIONS

         On March 23, 2001 the Company acquired by merger Great Western
Securities, a holding company for Great Western Bank, Omaha, Nebraska. Spectrum
also acquired from an unrelated party the 4.67% of Great Western Bank, which
Great Western Securities did not own. The merger was accounted for as a
purchase. Assets of $650,159,000; loans, net of unearned fees, of $518,399,000;
and deposits of $505,981,000 were acquired. Following the acquisition, Great


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Western Bank is the largest subsidiary of the Company. Great Western Bank has 14
locations in the Omaha, Nebraska area.

         Deryl F. Hamann, Chairman, Chief Executive Officer and principal
shareholder of Spectrum, owned as trustee for his children, 50% of the common
stock of Great Western Securities. As a result of the merger, the trusts
received 46,319 shares of common stock of Spectrum, constituting 36.94% of
Spectrum's outstanding common stock. This aspect of the merger was not an arm's
length transaction because Mr. Hamann and members of his family owned
substantially all of the common stock of Spectrum before the merger and own
substantially all of the common stock of Spectrum after the merger. The number
of shares of common stock of Spectrum issued in the merger to the trusts was
determined by a valuation dated as of November 30, 2000 by The Financial
Valuation Group, an unaffiliated party.

         The remaining 50% of the common stock of Great Western Securities, all
of its outstanding preferred stock and 4.67% of the common stock of Great
Western Bank were acquired pursuant to the merger from Jack K. Harvey, an
unrelated party, for a total of $58,348,384 in cash and $10,000,000 of
Spectrum's series 3 nonvoting, non-cumulative perpetual preferred stock. The
coupon of the Series 3 preferred stock at the issue date was 9% and will be
adjusted each January 1 to a rate, which is one percent over the Prime Rate
published in the Wall Street Journal. Coupon payments are payable semi-annually.
This aspect of the merger was an arm's length transaction, which was negotiated
by Mr. Hamann, on behalf of Spectrum, and Jack K. Harvey.

         Spectrum funded the $58,348,384 of cash needed in the acquisition as
follows:

o    $35,000,000 of proceeds from the sale of Spectrum's subordinated capital
     notes to Capital Investors, LLC, a Nebraska limited liability company owned
     by certain common stockholders of Spectrum.

o    $23,348,384 from the net proceeds to Spectrum of the sale of its junior
     subordinated debentures, which were purchased by Spectrum Capital Trust II,
     its 100% owned subsidiary, with the proceeds from the sale of preferred
     securities by Spectrum Capital Trust II to the public under a Form S-1
     Registration Statement.

         Capital Investors, LLC is a special purpose entity owned by
stockholders of Spectrum for the purpose of financing the purchase of Spectrum's
subordinated capital notes. The subordinated capital notes bear interest at a
floating rate of one percent over the Prime Rate and are due March 23, 2011 with
interest payable quarterly. Spectrum has the right to prepay the subordinated
capital notes without penalty. Spectrum's obligations under its preferred
securities guarantee and the junior subordinated debentures are unsecured and
rank junior to Spectrum's obligations under its subordinated capital notes.

         As of March 31, 2001 F&M Bank acquired by merger Founders Trust
National Bank, Sioux Falls, South Dakota for $2,501,000, subject to adjustment
for certain contingencies. At March 31, 2001 Founders had assets of $34,644,000,
deposits of $31,588,000, net loans of $17,762,000 and stockholders' equity of
$2,183,000. The acquisition has been accounted for as a purchase and results of
operation of Founders Trust National Bank after the date of acquisition are
included in the consolidated financial statements. Founders Trust National Bank
had two locations in the Sioux Falls, South Dakota area.

        As of February 28, 2002 F&M Bank acquired by merger First Western Bank,
N.A., Atkinson, Nebraska ("First Western") and Marquette Bank Nebraska, N.A.,
O'Neill, Nebraska ("Marquette") for $17,484,000. At February 28, 2002 First
Western and Marquette had assets of $110,429,000, deposits of $99,589,000, net
loans of $62,981,000 and stockholders' equity of $10,217,000. The acquisition
has been accounted for as a purchase and results of operation of First Western
Bank and Marquette after the date of acquisition are included in the
consolidated financial statements. Both banks are located in the North Central
area of Nebraska with locations in Atkinson and O'Neill, Nebraska.

RESULTS OF OPERATION

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001.

Net Interest Income

         Total interest income for the three months ended March 31, 2002 was
$30,900,000, a 53.2% increase over $20,173,000 for the three months ended March
31, 2001. The increase was primarily the result of bank acquisitions.


                                                                              10
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         Total interest expense for the three months ended March 31, 2002 was
$13,619,000, a 17.9% increase over $11,550,000 for the three months ended March
31, 2001. The increase was the result of bank acquisitions, which increased
notes payable, interest bearing deposits, redeemable preferred securities and
other borrowings offset by a general decline in rates paid on liabilities.
Average total interest-bearing liabilities increased by $626,728,000 or 71.9%
during the three months ended March 31, 2002 compared to the same period in
fiscal 2001, primarily due to bank acquisitions.

         Net interest income was $17,281,000 for the three months ended March
31, 2002, compared to $8,623,000 for the same period in 2001, an increase of
100.4%. The Company's net interest margin increased to 3.7% for the three months
ended March 31, 2002 from 3.3% for the three months ended March 31, 2001. The
increase in the net interest margin was primarily caused by a larger decrease in
the average cost of deposits and borrowings than the decrease in average
interest earned on loans and securities.

Provision for Loan Losses

         The provision for loan losses for the three months ended March 31,
2002, was $1,505,000, compared to $298,000 for the three months ended March 31,
2001. The increase was primarily due to an increase in estimated loan losses.
Loans to a single borrower accounted for approximately 81.2% of the increase in
the provision for loan losses.

Other Income

         Other income for the three months ended March 31, 2002 was $5,260,000,
an increase from $2,701,000, or 94.7%, over the same period last fiscal year.
The increase resulted primarily from an increase of $783,000 in service charges
and other fees due to bank acquisitions, an increase of $771,000 in loan
servicing fees due to bank acquisitions and an increase of $474,000 in gains
from the sale of mortgage loans.

Other Expense

         Other expense for the three months ended March 31, 2002 was
$13,409,000, an increase of $5,673,000, or 73.3%, over the same period last
fiscal year. Salaries and employee benefits expense increased $3,335,000 and
amortization of intangible assets increased $552,000 due primarily to bank
acquisitions.

Income Taxes

         Income taxes for the three months ended March 31, 2002 and March 31,
2001 were $2,561,000 and $1,114,000. The effective tax rates for those periods
were 33.6% and 33.9%. The effective tax rate is expected to be approximately 35%
in the future.

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001.

Net Interest Income

         Total interest income for the nine months ended March 31, 2002 was
$95,262,000, a 62.8% increase over $58,516,000 for the nine months ended March
31, 2001. The increase was primarily the result of bank acquisitions.

         Total interest expense for the nine months ended March 31, 2002 was
$46,588,000, a 40.6% increase over $33,147,000 for the nine months ended March
31, 2001. The increase was the result of bank acquisitions, which increased
notes payable, interest bearing deposits, redeemable preferred securities and
other borrowings offset by a general decline in rates paid on liabilities.
Average total interest-bearing liabilities increased by $696,291,000 or 84.7%
during the nine months ended March 31, 2002 compared to the same period in
fiscal 2001, primarily due to bank acquisitions.

         Net interest income was $48,674,000 for the nine months ended March 31,
2002, compared to $25,369,000 for the same period in 2001, an increase of 91.9%.
The Company's net interest margin increased to 3.9% for the nine months ended
March 31, 2002 from 3.5% for the nine months ended March 31, 2001. The increase
in the net interest margin was primarily caused by a larger decrease in the
average cost of deposits and borrowings than the decrease in average interest
earned on loans and securities.

Provision for Loan Losses


                                                                              11
<Page>


         The provision for loan losses for the nine months ended March 31, 2002,
was $4,966,000, compared to $1,350,000 for the nine months ended March 31, 2001.
The increase was primarily due to an increase in estimated loan losses. Loans to
a single borrower accounted for approximately 64.3% of the increase in the
provision for loan losses.

Other Income

         Other income for the nine months ended March 31, 2002 was $16,233,000,
an increase of $9,351,000, or 135.9%, over the same period last fiscal year. The
increase resulted primarily from an increase of $3,055,000 in service charges
and other fees due to bank acquisitions, an increase of $2,445,000 in loan
servicing fees due to bank acquisitions and an increase of $1,717,000 in gains
from the sale of mortgage loans.

Other Expense

         Other expense for the nine months ended March 31, 2002 was $43,936,000,
an increase of $23,629,000, or 116.4%, over the same period last fiscal year.
Salaries and employee benefits expense increased $10,388,000 and amortization of
mortgage servicing rights increased $4,889,000 due to bank acquisitions.

         Mortgage servicing rights amortization of $4,889,000 includes the
recognition of a valuation allowance due to a change in the estimated future
prepayment rates of the servicing portfolio; caused by a declining interest
rate environment in the nine months ended March 31, 2002. A valuation
allowance of $4,054,000 was recognized in the quarter ended September 30,
2001, followed by a reduction of $2,029,000 for a net valuation allowance of
$2,025,000 at March 31, 2002. A change in the estimated future prepayment rates
of the servicing portfolio, due to an increasing interest rate environment,
caused the decrease in the valuation allowance, from September 30, 2001 to
March 31, 2002.

         A decline in mortgage interest rates in future periods may result in
further changes in prepayment rates and further acceleration in amortization
expenses, the result of which will be estimated at the end of each quarterly
period.

Income Taxes

         Income taxes for the nine months ended March 31, 2002 and March 31,
2001 were $5,533,000 and $3,501,000. The effective tax rates for those periods
were 34.6% and 33.1%. The effective tax rate is expected to be approximately 35%
in the future. The increase in effective tax rate is due to Citizens Corporation
being an "S" Corporation at the time of its merger into Spectrum in August 2000.
Its merger into a "C" Corporation provided a reduction in federal income tax for
the quarter ended September 30, 2000.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Asset/liability management refers to management's efforts to minimize
fluctuations in net interest income caused by interest rate changes. This is
accomplished by managing the repricing of interest rate sensitive
interest-earning assets and interest-bearing liabilities. Controlling the
maturity or repricing of an institution's liabilities and assets in order to
minimize interest rate risk is commonly referred to as gap management. Close
matching of the repricing of assets and liabilities will normally result in
little change in net interest income when interest rates change. A mismatched
gap position will normally result in changes in net interest income as interest
rates change.

         Management regularly monitors the interest sensitivity position and
considers this position in its decisions with regard to the Company's interest
rates and maturities for interest-earning assets acquired and interest-bearing
liabilities accepted.

         There has not been a material change in the interest rate sensitivity
of the Company during the nine months ended March 31, 2002.


                                     PART II
                                OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS
                None

ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS
                None


                                                                              12
<Page>


ITEM 3:  DEFAULTS UPON SENIOR SECURITIES
                None

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                None

ITEM 5:  OTHER INFORMATION
                None

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K
                None

                                   SIGNATURES

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

                                            SPECTRUM BANCORPORATION, INC.


Date:  May 3, 2002                    By:    /s/ Deryl F. Hamann
                                            -----------------------------------
                                            Deryl F. Hamann, Chairman and Chief
                                            Executive Officer
                                            (Duly Authorized Representative)

(Authorized officer and principal financial officer of the registrant)

Date:  May 3, 2002                    By:     /s/ James R. Clark
                                            -----------------------------------
                                            James R. Clark, CFO, Secretary
                                             and Treasurer


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