<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 September 30, 2001

|_|  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 November 5, 2001
Common Stock, $1.00 par value                            125,267 shares


                                       1

<Page>

                          SPECTRUM BANCORPORATION, INC.
                         INDEX TO 10-Q FOR THE QUARTERLY
                         PERIOD ENDED September 30, 2001

<Table>
<Caption>

PART I:  FINANCIAL INFORMATION                                         PAGE
<S>                                                                    <C>
     ITEM 1:  FINANCIAL STATEMENTS

          Consolidated Balance Sheets at September 30, 2001
          and June 30, 2001 (unaudited) .......................................3

          Consolidated  Statements  of  Income  - Three  months
          ended September 30, 2001   and   September 30, 2000
          (unaudited)..........................................................4

          Consolidated Statements of Cash Flows - Three months ended
          September 30, 2001 and September 30, 2000 (unaudited) ...............5

          Notes to Consolidated Financial Statements...........................6

     ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF
              OPERATION........................................................8

     ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......10

PART II: OTHER INFORMATION

     ITEM 1:  LEGAL PROCEEDINGS...............................................10

     ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS.......................11

     ITEM 3:  DEFAULTS UPON SENIOR SECURITIES.................................11

     ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
              HOLDERS.........................................................11

     ITEM 5:  OTHER INFORMATION...............................................11

     ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K................................11

              SIGNATURES......................................................11
</Table>


                                       2

<Page>

                                     PART I
                              FINANCIAL INFORMATION

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

<Table>
<Caption>

                                                                                   September 30,           June 30,
                                                                                       2001                 2001
                                                                                -------------------  -------------------
<S>                                                                             <C>                  <C>
                                  Assets
Cash and due from banks                                                                 $   42,920           $   55,744
Federal funds sold                                                                          41,036               50,692
                                                                                -------------------  -------------------
         Total cash and cash equivalents                                                    83,956              106,436

Certificates of deposit                                                                      5,732                1,533
Securities available for sale                                                              265,704              265,010
Loans receivable, net                                                                    1,308,182            1,284,094
Premises and equipment, net                                                                 38,737               37,035
Accrued interest receivable                                                                 15,233               14,454
Core deposit intangibles and other                                                           6,178                6,727
Goodwill                                                                                    40,097               40,097
Mortgage servicing rights                                                                   13,138               18,366
Other assets                                                                                 8,957                8,370
                                                                                -------------------  -------------------
                                                                                        $1,785,914           $1,782,122
                                                                                ===================  ===================

                   Liabilities and Stockholders' Equity
Liabilities:
    Deposits
       Non interest bearing                                                             $  167,901           $  161,409
       Interest bearing                                                                  1,248,217            1,259,681
                                                                                -------------------  -------------------
         Total deposits                                                                  1,416,118            1,421,090
    Federal funds purchased and securities sold
      under agreements to repurchase                                                        78,569               63,211
    Notes payable                                                                          118,702              117,730
    Company obligated mandatorily redeemable
      preferred securities of subsidiary trust
      holding solely subordinated debentures                                                48,000               48,000
    Accrued interest and other liabilities                                                  20,948               30,837
                                                                                -------------------  -------------------
                                                                                         1,682,337            1,680,868
                                                                                -------------------  -------------------

Minority interest in subsidiaries                                                            4,507                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
     125,267 shares                                                                            125                  125
     Additional paid in capital                                                              2,064                2,064
     Retained earnings                                                                      81,379               80,792
     Accumulated other comprehensive income (loss)                                           3,802                2,245
                                                                                -------------------  -------------------
         Total stockholders' equity                                                         99,070               96,926
                                                                                -------------------  -------------------

                                                                                        $1,785,914           $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>

                                                                                     September 30,        September 30,
                                                                                         2001                 2000
                                                                                 -------------------- --------------------
<S>                                                                              <C>                  <C>
Interest income on:
    Loans receivable                                                                         $28,264              $16,110
    Taxable securities                                                                         3,719                2,267
    Nontaxable securities                                                                        271                  240
    Dividends on securities                                                                       87                   61
    Federal funds sold and other                                                                 529                  205
                                                                                 -------------------- --------------------
                                                                                              32,870               18,883
                                                                                 -------------------- --------------------
Interest expense on:
    Deposits                                                                                  13,921                8,507
    Federal funds purchased and securities sold
     under agreements to repurchase                                                              595                  330
    Notes payable and company obligated mandatorily
     redeemable preferred securities                                                           3,097                1,445
                                                                                 -------------------- --------------------
                                                                                              17,613               10,282
                                                                                 -------------------- --------------------

         Net interest income                                                                  15,257                8,601
Provision for loan losses                                                                      1,161                  512
                                                                                 -------------------- --------------------

         Net interest income after provision for loan
          losses                                                                              14,096                8,089
                                                                                 -------------------- --------------------
Other income:
   Service charges and other fees                                                              2,513                1,355
   Net gains from sale of loans                                                                  496                  183
   Loan servicing fees                                                                           881                    0
   Gain (loss) on securities, net                                                                115                   13
   Trust department income                                                                       380                   74
   Other                                                                                         793                  382
                                                                                 -------------------- --------------------
                                                                                               5,178                2,007
                                                                                 -------------------- --------------------
Other expenses:
  Salaries and employee benefits                                                               6,730                3,241
  Occupancy expenses, net                                                                        900                  393
  Data processing                                                                                754                  498
  Equipment expenses                                                                             622                  226
  Advertising                                                                                    566                  317
  Amortization of goodwill                                                                         0                  178
  Amortization of core deposit intangible and other                                              549                    6
  Amortization of mortgage servicing rights                                                    4,794                    0
  Other operating expenses                                                                     2,280                1,254
                                                                                 -------------------- --------------------
                                                                                              17,195                6,113
                                                                                 -------------------- --------------------

         Income before income taxes and minority interest
           in net income of subsidiaries                                                       2,079                3,983
Income taxes                                                                                     722                1,176
                                                                                 -------------------- --------------------

         Income before minority interest in net
           income of subsidiaries                                                              1,357                2,807
Minority interest in net income of subsidiaries                                                  224                  121
                                                                                 -------------------- --------------------

       Net income                                                                             $1,133               $2,686
                                                                                 ===================  ===================

Basic earnings per common share                                                                $6.18               $33.49
                                                                                 ===================  ===================

Dividends per share declared on common stock                                                   $1.50               $15.81
                                                                                 ===================  ===================

Weighted average shares outstanding                                                          125,267               79,068
                                                                                 ===================  ===================
</Table>

                  See Notes to Consolidated Financial Statements.

                                       4

<Page>
                          SPECTRUM BANCORPORATION, INC.
                      Consolidated Statements of Cash Flows
                           For The Three Months Ended
                                 (In thousands)
                                   (unaudited)

<Table>
<Caption>
                                                                                     September 30,       September 30,
                                                                                         2001                2000
                                                                                   ------------------ --------------------
<S>                                                                                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                      $   6,408             $   (779)
                                                                                   ------------------ --------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sales and maturities of securities
   available for sale                                                                         27,769                7,829
 Purchase of securities available for sale                                                   (26,791)              (1,347)
 Proceeds from maturities of certificates of deposit                                               0                1,588
 Purchase of certificates of deposit                                                          (4,199)                   0
 Proceeds from sale of other real estate owned                                                     9                    0
 Business acquisitions (See below)                                                                 0                 (238)
 Net increase in loans                                                                       (24,754)              (7,095)
 Proceeds from sale of premises and equipment                                                      6                    1
 Purchase of premises and equipment                                                           (2,542)                (988)
                                                                                   ------------------ --------------------
  NET CASH (USED IN) INVESTING ACTIVITIES                                                    (30,502)                (250)
                                                                                   ------------------ --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Net increase in deposits                                                                     (4,972)              14,132
 Net decrease in federal funds purchased and securities
   sold under agreements to repurchase                                                        15,358                  628
 Proceeds from notes payable                                                                   6,415               45,503
 Principal payments on notes payable                                                          (5,443)             (45,323)
 Payment of other liabilities                                                                 (9,144)                   0
 Dividends paid, including ($54) and ($12) paid to
   minority interest, respectively                                                              (600)                (100)
                                                                                   ------------------ --------------------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   1,614             $ 14,840
                                                                                   ------------------ --------------------
     NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (22,480)              13,811
Cash and cash equivalents:
  Beginning                                                                                  106,436               41,126
                                                                                   ------------------ --------------------
  Ending                                                                                      83,956             $ 54,937
                                                                                   ================== ====================
Supplemental Disclosures of Cash Flow Information
  Cash payments for:
    Interest                                                                               $  21,601             $  9,761
    Income taxes                                                                               1,010                    0

Supplemental Schedules of Noncash Investing and
  Financing Activities:
  Net change in unrealized gain (loss) on
    securities available for sale                                                              1,557                1,297
     Dividend declared in the form of notes payable                                                0                1,200
  Reduction of other liabilities related to mortgage
     servicing
     rights purchased                                                                            434                    0

Business acquisitions, net of cash and cash equivalents acquired, allocated to:
Assets
   Securities                                                                                                    $ 10,055
   Loans receivable                                                                                                48,989
   Other assets                                                                                                     2,197
   Premises and equipment                                                                                           1,301
   Cost in excess of net assets acquired                                                                            2,411
Liabilities assumed
   Deposits                                                                                                       (59,496)
   Other liabilities                                                                                               (5,219)
                                                                                                      --------------------
Net cash and cash equivalents used                                                                               $    238
                                                                                                      ====================
</Table>
                 See Notes to Consolidated Financial Statements.

                                       5
<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). Rushmore Bank & Trust also owns 99.0%
of Ameriloan, LLC, a loan origination company, which is currently inactive.
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 September 30, 2001 and for the three months ended
September 30, 2001 and 2000 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
operations and its cash flows for those periods. Results for the three months
ended September 30, 2001 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 $359,000 and $38,000 in each of the three months ended September 30,
2001 and 2000, reduced earnings available to common stockholders in the
computation.

     3.   Comprehensive Income.

          Comprehensive income was $2,690,000 and $3,983,000 for the three
months ended September 30, 2001 and 2000. The difference between comprehensive
income and net income presented in the Consolidated Statements of Income is
attributed solely to unrealized gains and losses on available-for-sale
securities during the periods presented.

     4.   Intangible Assets.

          In 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.

          As of July 1, 2001, the Company has identified those intangible assets
that remain separable under the provisions of SFAS 141 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. The weighted average life of
the remaining amortized intangible assets is 6 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 Company has not completed the first step of the goodwill
impairment test, but will perform the test during the second quarter of fiscal
year 2002.

                                       6
<Page>

          Had the provisions of SFAS 141 and 142 been applied for the three
months ended September 30, 2000, the Company's net income and net income per
share would have been as follows (in thousands):

<Table>
<Caption>

                                                                            Net Income         Per Shares
                                                                           -------------      -------------
                          <S>                                              <C>                <C>
                          Net Income:
                            As reported                                          $2,686             $33.49
                            Add: Amortization of goodwill                           178               2.25
                                                                           ------------       ------------

                              Pro forma net income                               $2,864             $35.74
                                                                           =============      =============
</Table>

<Table>
<Caption>

                                                SEPTEMBER 30, 2001                           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            $20,751         $(3,559)       $(4,054)     $21,185         $(2,782)          $(37)
  Core deposit intangibles &
     other                               7,379          (1,201)            (0)       7,379            (652)            (0)
                                   -----------     -----------    -----------  -----------     -----------    -----------

       Total intangible  assets        $28,130         $(4,760)        (4,054)     $28,564         $(3,434)          $(37)
                                   ===========     ===========    ===========  ===========     ===========    ===========
</Table>

          Amortization of intangible assets for the three months ended
September 30, 2001 was $5,343,000. Estimated amortization of intangible
assets for fiscal years 2002, 2003, 2004, 2005, and 2006 is $4,642,000,
$4,711,000, $3,765,000, $2,809,000 and $1,946,000, respectively.

          During the three months ended September 30, 2001, a valuation
allowance of $4,054,000 has been recognized and included in amortization
expense and accumulated amortization due to a change in the estimated
prepayment rates of mortgage servicing rights caused by a declining interest
rate environment. The effect of this valuation allowance was to decrease net
income for the period by $2,611,000, equal to $20.84 per average common share
outstanding. A continuing 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.

     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. Except as
described below, 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.

          On November 21, 2000, certain purported class action members filed an
amended petition in an action then pending in an Iowa district court in Lee
County, Iowa against Thousand Adventures, Inc., also known as TAI, to add as
defendants 18 lenders, including Great Western Bank, with respect to retail
installment sales contracts originated by TAI in connection with its sale of
campground memberships. The amended petition alleges that more than 50,000 class
members purchased campground memberships at a cost ranging from $990 to $10,000
and that TAI assigned the contracts outright or as collateral to the lenders.
The primary claim of the amended petition appears to be that the lenders, as
holders of the installment contracts, are subject to all claims the members had
against TAI, which allegedly include breach of contract and consumer fraud,
among other things. The amended petition seeks rescission of the campground
memberships, an unspecified amount of damages, punitive damages, interest and
attorneys' fees. In July, 1997 a default judgment was entered against TAI
certifying that action against it as a class action. TAI is the debtor in a
Chapter 7 bankruptcy proceeding pending in federal bankruptcy court in Iowa.

          On October 19, 2001, in the Iowa District Court in Lee County, Iowa,
Great Western Bank was dismissed as a defendant in the above-described action
and was named as sole defendant in a new proceeding, all pursuant to a pending
final settlement agreement. On October 19, 2001, the Court also gave its
preliminary approval to this pending final settlement


                                       7

<Page>

agreement. Notice of the pending settlement agreement has been mailed to members
of the class, and a hearing to finally approve the pending settlement agreement
has been scheduled for November 9, 2001. If the pending settlement agreement
becomes final, the amount of potential claims Great Western Bank will be
obligated to pay would not have a material adverse effect on the financial
condition or results of operations of either Great Western Bank or Spectrum. In
the event that the settlement agreement is not approved, and if the lawsuit were
determined adversely to Great Western Bank, it might have a material adverse
effect on the financial condition or results of operations of Great Western Bank
and Spectrum. However, the amount of any alleged damages is unspecified and
speculative, and cannot now be accurately estimated by Great Western Bank.

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

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 $1,790,620,000 for the three months ended
September 30, 2001, compared to $891,024,000 for the three months ended
September 30, 2000, a 101.0% increase. Average interest-earning assets were
$1,633,837,000 for the three months ended September 30, 2001 and $819,344,000
for the three months ended September 30, 2000, representing a 90.4% increase.
Assets increased primarily due to bank acquisitions, and internal loan growth
funded by deposits received from customers.

          Total assets were $1,785,914,000 at September 30, 2001, an increase of
$3,792,000 or 0.2% from June 30, 2001. Loans, net of unearned fees, grew
$24,802,000 or 1.9% during the three months ended September 30, 2001 due to
internal growth. Additional Federal Home Loan Bank ("FHLB") borrowings and cash
and cash equivalents funded the loan growth.

          The allowance for loan losses increased to $19,669,000 at September
30, 2001 from $18,955,000 at June 30, 2001. The allowance represented 1.5% and
1.5% of total loans as of September 30, 2001 and June 30, 2001. The increase in
allowance for loan losses was due primarily to an increase in loan loss
provisions in the three months ended September 30, 2001. See "Provision for Loan
Losses".

          For the three months ended September 30, 2001, the Company's
annualized return on average assets ("ROA") was 0.3%, compared to 1.2% for the
three months ended September 30, 2000. Return on average stockholders' equity
("ROE") for the three months ended September 30, 2001 and 2000 was 4.6% and
21.9%. The decrease in ROA and ROE is due primarily to a market adjustment loss
in mortgage servicing rights acquired of $2,611,000 net of taxes taken in the
quarter ended September 30, 2001.

          Cash and cash equivalents, certificates of deposit and securities
available for sale totaled $355,392,000 or 19.9% of total assets at September
30, 2001, compared to $372,979,000 or 20.9%, at June 30, 2001. The decrease is
primarily due to a payment of current liability, funding loan growth and a
decrease in interest bearing deposits.

          At September 30, 2001, the Company's leverage ratio was 4.8%, Tier 1
risk-based capital ratio was 6.1%, and total risk-based capital ratio was 11.1%,
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 September 30, 2001, the Company had net risk-weighted
assets of $1,380,859,000.

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



                                       8

<Page>


$518,399,000; and deposits of $505,981,000 were acquired. Following the
acquisition, Great 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 newly formed 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. The initial interest rate paid to
Capital Investors was 9%. 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 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 operations of Founders Trust National Bank after the date of acquisition
is included in the consolidated financial statements.

RESULTS OF OPERATION

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000.

Net Interest Income

          Total interest income for the three months ended September 30, 2001
was $32,870,000, a 74.1% increase over $18,883,000 for the three months ended
September 30, 2000. The increase was primarily the result of acquisitions.

          Total interest expense for the three months ended September 30, 2001
was $17,613,000, a 71.3% increase over $10,282,000 for the three months ended
September 30, 2000. The increase was the result of bank acquisitions, which
increased notes payable, subordinated debentures and other borrowings. Average
total interest-bearing liabilities increased by $745,109,000 or 98.5% during the
three months ended September 30, 2001 compared to the same period in fiscal
2001, primarily due to bank acquisitions.


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<Page>

          Net interest income was $15,257,000 for the three months ended
September 30, 2001, compared to $8,601,000 for the same period in 2001, an
increase of 77.4%. The Company's net interest margin decreased to 3.7% for the
three months ended September 30, 2001 from 4.2% for the three months ended
September 30, 2000. The decrease in the net interest margin was primarily caused
by a slight decrease in the average cost of liabilities such as deposits and
borrowings when compared to a larger decrease in average interest earned on
assets such as federal funds sold, securities and loans.

Provision for Loan Losses

          The provision for loan losses for the three months ended September 30,
2001, was $1,161,000, compared to $512,000 for the three months ended September
30, 2000. The increase was primarily due to an increase in estimated loan
losses.

Other Income

          Other income for the three months ended September 30, 2001 was
$5,178,000, an increase of $3,171,000, or 158.0%, over the same period last
fiscal year. The increase resulted primarily from increase in service charges
and other fees and loan servicing fees due to bank acquisitions.

Other Expense

          Other expense for the three months ended September 30, 2001 was
$17,195,000, an increase of $11,082,000, or 181.3%, over the same period last
fiscal year. Amortization of mortgage servicing rights increased $4,794,000,
and salaries and employee benefits expense increased $3,489,000. $4,054,000
of the amortization of mortgage servicing rights is the result of recognizing
a valuation allowance due to a change in the estimated future prepayment
rates of the servicing portfolio caused by a declining interest rate
environment. A continuing 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 three months ended September 30, 2001 and
September 30, 2000 were $722,000 and $1,176,000. The effective tax rates for
those periods were 34.7% and 29.5%. The effective tax rates are expected to be
approximately 35% in the future. The increase in effective tax rate is due to
merged company Citizens Corporation being an "S" Corporation at the time of
merger in August 2000. Its merger into a "C" Corporation provided a reduction in
federal income tax for the quarter ending 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 three months ended September 30, 2001. As a result
of a decrease in market mortgage interest rates, the Company recorded a
valuation allowance for mortgage servicing rights of $2,611,000, net of taxes.

                                    PART II
                               OTHER INFORMATION

ITEM 1:   LEGAL PROCEEDINGS

          Legal Proceedings

          Spectrum and its subsidiary banks are from time to time parties to
various legal actions arising in the normal course of business. Except as
described below, management of Spectrum believes there is no proceeding
threatened or pending against Spectrum or its


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<Page>

subsidiary banks, which, if determined adversely, would have a material adverse
effect on the financial condition or results of operations of Spectrum.

          On November 21, 2000, certain purported class action members filed an
amended petition in an action then pending in an Iowa district court in Lee
County, Iowa against Thousand Adventures, Inc., also known as TAI, to add as
defendants 18 lenders, including Great Western Bank, with respect to retail
installment sales contracts originated by TAI in connection with its sale of
campground memberships. The amended petition alleges that more than 50,000 class
members purchased campground memberships at a cost ranging from $990 to $10,000
and that TAI assigned the contracts outright or as collateral to the lenders.
The primary claim of the amended petition appears to be that the lenders, as
holders of the installment contracts, are subject to all claims the members had
against TAI, which allegedly include breach of contract and consumer fraud,
among other things. The amended petition seeks rescission of the campground
memberships, an unspecified amount of damages, punitive damages, interest and
attorneys' fees. In July 1997 a default judgment was entered against TAI
certifying that action against it as a class action. TAI is the debtor in a
Chapter 7 bankruptcy proceeding pending in federal bankruptcy court in Iowa.

          On October 19, 2001, in the Iowa District Court in Lee County, Iowa,
Great Western Bank was dismissed as a defendant in the above-described action
and was named as sole defendant in a new proceeding, all pursuant to a pending
final settlement agreement. On October 19, 2001, the Court also gave its
preliminary approval to this pending final settlement agreement. Notice of the
pending settlement agreement has been mailed to members of the class, and a
hearing to finally approve the pending settlement agreement has be schedule for
November 9, 2001. If the pending settlement agreement becomes final the amount
of potential claims Great Western Bank will be obligated to pay would not have a
material adverse effect on the financial condition or results of operations of
either Great Western Bank or Spectrum. In the event that the settlement
agreement is not approved, and if the lawsuit were determined adversely to Great
Western Bank, it might have a material adverse effect on the financial condition
or results of operations of Great Western Bank and Spectrum. However, the amount
of any alleged damages is unspecified and speculative, and cannot now be
accurately estimated by Great Western Bank.

ITEM 2:   CHANGES IN SECURITIES AND USE OF PROCEEDS

          None

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: November 5, 2001                  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: November 5, 2001                  By:  /s/ James R. Clark
                                            -----------------------------------
                                            James R. Clark, CFO, Secretary
                                            and Treasurer


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