<PAGE>

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

                  AMENDMENT NO. 1 TO FORM 10-K ON FORM 10-K/A
(Mark one):    [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                      For the fiscal year ended DECEMBER 31, 2000
OR
               [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                      For the transition period from _________ to _________

                        Commission file number 0-14087

                           FIRST COASTAL CORPORATION
-------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           DELAWARE                                     06-1177661
-------------------------------            ----------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization

 1200 CONGRESS STREET, PORTLAND, MAINE                      04102
 -------------------------------------                    ----------
(Address of principal executive offices)                 (Zip Code)

                                (207) 774-5000
             ----------------------------------------------------
             (Registrant's telephone number, including area code)

  Securities registered pursuant to Section 12(b) of the Act: NOT APPLICABLE

Securities registered pursuant to      COMMON STOCK, $1.00 PAR VALUE PER SHARE
     Section 12(g) of the Act:         ----------------------------------------
                                                    (Title of Class)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K [ ]

    Based upon the closing price of the registrant's Common Stock as of March
14, 2001, the aggregate market value of the Common Stock held by nonaffiliates
was $13,497,626

    As of the close of business on March 14, 2001, there were 1,199,789 shares
of the registrant's Common Stock, par value $1.00 value per share, outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Annual Report to Stockholders for the fiscal year ended
  December 31, 2000, are incorporated by reference in Part II.
<PAGE>

    This amendment to the Annual Report on Form 10-K for the year ended December
31, 2000 of First Coastal Corporation (the "Company"), filed with the Securities
and Exchange Commission on April 2, 2001, is filed to provide the information
set forth in Part III of this 10-K/A.  The Company has made no further changes
to its Annual Report on Form 10-K filed with the SEC on April 2, 2001.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

GENERAL

    Pursuant to the Company's Restated Certificate of Incorporation, the
directors are divided into three classes, as nearly equal in number as possible,
with the number of directors as specified in the Company's Amended and Restated
Bylaws. The term of office of only one class of directors expires in each year,
and their successors are elected for terms of three years and until their
successors are elected and qualified.

    The following table sets forth the names of the directors of the Company.
Each director of the Company also serves as a director of Coastal Bank (the
"Bank").  Also set forth is certain other information with respect to each such
person's principal occupation or employment during the past five years, the
person's age at December 31, 2000 and the periods during which such person has
served as a director of the Company.

                                   AGE AT            MEMBER OF       TERM
DIRECTORS:                    DECEMBER 31, 2000       COMPANY         TO
                                                   BOARD SINCE      EXPIRE
---------------------------  -------------------  --------------  ---------
Gregory T. Caswell /(a)/             45                1997          2001
David B. Hawkes, Sr. /(b)/           56                1996          2001
Charles A. Stewart III               66                1995          2001
Dennis D. Byrd /(c)/                 38                1997          2002
Roger E. Klein                       58                1990          2002
MaryEllen FitzGerald                 46                1998          2003
Normand E. Simard                    59                1987          2003
Edward K. Simensky                   59                1994          2003
----------------------
(a)  Mr. Caswell serves as President and Chief Executive Officer of the Company
     and the Bank.
(b)  Mr. Hawkes serves as Chairman of the Board of Directors of the Company and
     the Bank.
(c)  Mr. Byrd serves as Vice President and Treasurer of the Company and
     Executive Vice President, Chief Financial Officer and Treasurer of the
     Bank.

DIRECTOR INFORMATION

    DENNIS D. BYRD joined the Bank in October 1985.  From 1987 to 1992, Mr. Byrd
was responsible for financial operations of the Bank, and was promoted to
Assistant Treasurer/Controller in 1989 and Assistant Vice President in 1990.  In
1993, Mr. Byrd was promoted to Vice President/Controller and Treasurer of the
Bank, and Treasurer of the Company.  In 1994, Mr. Byrd was promoted to Executive
Vice President, Chief Financial Officer and Treasurer of the Bank and effective
March 1995, Mr. Byrd was elected to the Board of Directors of the Bank.  Mr.
Byrd became a director of the Company in March 1997 and was also elected a Vice
President of the Company in December 1998.

                                       2
<PAGE>

    GREGORY T. CASWELL joined the Bank in December 1991 as Senior Vice President
and Senior Loan Officer responsible for managing the lending, loan workout and
credit administration functions of the Bank. In 1994, Mr. Caswell was promoted
to Executive Vice President -- Lending Division of the Bank.  Effective March
1995, Mr. Caswell was elected President and Chief Executive Officer of the
Company and the Bank and a director of the Bank, and in March 1997, Mr. Caswell
became a director of the Company.  Mr. Caswell is a director of Greater Portland
Big Brothers/Big Sisters, Inc. and a member of the Executive Committee of the
Maine Association of Community Banks.

    MARYELLEN FITZGERALD has served as President of Critical Insights, Inc.,
Portland, Maine, a strategic market research and public opinion polling firm
established and owned by Ms. FitzGerald since 1992.  Ms. FitzGerald also is a
trustee of the Susan Curtis Foundation and Waynflete School, both of Portland,
Maine, and was a director of the Maine Summer Drama Institute from 1997 to 2000.
Ms. FitzGerald was elected to the Boards of Directors of the Company and the
Bank in January 1998.

    DAVID B. HAWKES, SR. has served as a consultant and business advisor with
Cloudhawk Management Consultants, LLC, a consulting firm located in Portland,
Maine and owned in part by Mr. Hawkes since 1993.  Mr. Hawkes was also part
owner of New England Internet Services, Inc., a commercial Internet service
provider established in 1995 until the company was sold in 1999.  Mr. Hawkes is
a director of AAA Northern New England, American Skiing Company, Bancroft &
Martin, Inc., Maine Woods Co., LLC, Motion Commerce, Inc., Pride Manufacturing
Company, Seven Islands Land Co. and Shawnee Peak, Inc. Mr. Hawkes is also on the
advisory board of Northland Health Group.  Mr. Hawkes was elected to the Boards
of Directors of the Company and the Bank in September 1996 and became Chairman
of the Boards of Directors of the Company and the Bank in January 1999.

    ROGER E. KLEIN has served as President of Interest Rate Futures Research
Corporation of Princeton, New Jersey, a financial futures markets money
management firm established and owned by Mr. Klein since 1980. In 1982, Mr.
Klein established Timing Strategies Corp., through which Mr. Klein manages funds
and provides investment advice to institutions, individuals and corporations.
In September 1989, Mr. Klein became the Chief Investment Officer, Executive Vice
President and part owner of Quantum American, Inc., a minority owned investment
management company located in New Orleans.  Mr. Klein has been a trustee of the
Eden Institute, Princeton, New Jersey, a non-profit institute for autistic
individuals, since 1995.  Mr. Klein has been a director of the Company since
1990 and a director of the Bank since 1994.

    NORMAND E. SIMARD has served as President of York County Biscuit Company,
previously a family owned food distributor in Biddeford, Maine, and currently a
real estate holding company, since 1993.  Mr. Simard is also a partner of Simard
Enterprises, a family-owned real estate holding company established in 1982.
Mr. Simard has been a director of the Bank since 1981 and a director of the
Company since 1987.

    EDWARD K. SIMENSKY has served as President of Simensky & Thomson, certified
public accountants, in Saco, Maine, since 1978.  Mr. Simensky has been a trustee
of the Sam L. Cohen Charitable Foundation since 1994, a director of the Bank
since 1984 and a director of the Company since 1994.

    CHARLES A. STEWART III was the President of A.L. Stewart & Sons, a food
processing company located in Cherryfield, Maine, from 1958 until 1982 when the
company was sold. Mr. Stewart has been Treasurer of M.C.S. Enterprises, Inc., a
real estate investment company based in Freeport, Maine since 1990. Mr. Stewart
is a director of the Boys & Girls Club of Greater Portland and the Community
Mediation Center, a nonprofit mediation organization based in Portland, Maine.
Mr. Stewart was a trustee of White Mountain School, Bethlehem, New Hampshire
from 1998 until January 2001. Mr. Stewart also served as a director of the Maine
Tennis Foundation from 1994 until January 1999. Mr. Stewart has been a director
of the Bank since 1986 and a director of the Company since 1995.

                                       3
<PAGE>

EXECUTIVE OFFICERS

    The following table sets forth the names of the executive officers of the
Company and the Bank.

                           AGE AT
NAME                  DECEMBER 31, 2000    POSITIONS HELD
-------------------   ------------------   ---------------------------------
Gregory T. Caswell           45          President, Chief Executive Officer and
                                         a director of the Company and the Bank

Dennis D. Byrd               38          Vice President, Treasurer and a
                                         director of the Company and Executive
                                         Vice President, Chief Financial
                                         Officer,Treasurer and a director of
                                         the Bank

William E. Saufley           44          Vice President and General Counsel of
                                         the Company and Senior Vice President,
                                         Human Resources and General Counsel of
                                         the Bank

    William E. Saufley joined the Bank in January 1999 as Senior Vice President
Human Resources and Legal Affairs, responsible for managing the human resource
functions of the Bank and for providing legal counsel to the Bank.  Effective
December 1999, Mr. Saufley was elected Vice President and General Counsel of the
Company, and promoted to Senior Vice President, Human Resources and General
Counsel for the Bank.  Prior to joining the Bank, Mr. Saufley was engaged in the
private practice of law and management consulting from 1997 to 1999.  Mr.
Saufley served as Senior Vice President Human Resources at Atlantic Bank, N.A.
from 1996 to 1997, was counsel to the firm of Monaghan, Leahy, Hochadel & Libby
from 1995 to 1996, and was Senior Vice President, General Counsel and Secretary
of Fleet Bank of Maine from 1992 to 1994.

    For information regarding Messrs. Caswell's and Byrd's principal occupation
or employment during the past five years, see "Director Information."

    Messrs. Caswell and Byrd have entered into employment agreements with the
Company and the Bank. The employment agreements provided for an initial term
which ended December 31, 1999, with automatic one-year renewals on December 31,
1998 and each subsequent December 31, unless the Company and the Bank, or the
executive officer, gives written notice to the contrary no later than October 31
before any such renewal date.  For more information regarding the employment
agreements of Messrs. Caswell and Byrd, see "Executive Compensation --
Employment Agreements."

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of its
Common Stock, to file with the SEC initial reports of ownership of the Company's
equity securities and to file subsequent reports when there are changes in such
ownership.  Based on a review of reports submitted to the Company, the Company
believes that, during the fiscal year ended December 31, 2000, all Section 16(a)
filing requirements applicable to the Company's officers, directors and more
than 10% owners were complied with on a timely basis. Stewart B. Reed, who owns
more than 10% of the Common Stock, has not, to the Company's knowledge, filed a
Form 3 with the SEC or sent or delivered a copy of such filing to the Company.

                                       4
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION.

CASH COMPENSATION

    The following table sets forth the compensation paid by the Company and the
Bank during 2000, 1999 and 1998 to Gregory T. Caswell, President and Chief
Executive Officer, and Dennis D. Byrd, Vice President and Treasurer of the
Company and Executive Vice President, Chief Financial Officer and Treasurer of
the Bank, who was the only other executive officer whose total annual salary and
bonus exceeded $100,000 for services rendered in all capacities to the Company
and the Bank during the year ended December 31, 2000.

<TABLE>
<CAPTION>
SUMMARY ANNUAL COMPENSATION TABLE
                                                                                 LONG-TERM
                                                                                COMPENSATION
                                                  ANNUAL COMPENSATION              AWARDS
                                              ---------------------------       ------------
                                                                                  NUMBER OF
                                                                                 SECURITIES
NAME AND                                                                         UNDERLYING        All Other
PRINCIPAL POSITIONS              YEAR            SALARY           BONUS           OPTIONS       Compensation(a)
-------------------------       ------          --------         -------        ------------    ---------------
<S>                             <C>             <C>              <C>            <C>             <C>
Gregory T. Caswell               2000           $150,000         $15,000              -             $10,030
 President, Chief
  Executive Officer and          1999            143,097          17,172           10,000             8,586
  Director
                                 1998            136,282          15,000           10,000             8,177

Dennis D. Byrd                   2000            105,000          10,500              -               7,124
 Vice President,
  Treasurer and                  1999            101,360          12,163            5,000             6,082
  Director
                                 1998             96,533          10,000            5,000             5,792
-----------------------
</TABLE>
 (a)  Consists of matching contributions made by the Bank pursuant to the Bank's
      401(k) defined contribution plan.

OPTION GRANTS

    There were no options granted to the named executive officers during 2000.

OPTION EXERCISES AND HOLDINGS

    The following table contains information with respect to each of the named
executive officers of the Company concerning the exercise of stock options
during 2000 and the value of all unexercised options held by such individuals at
December 31, 2000.

<TABLE>
<CAPTION>
                         AGGREGATED OPTION EXERCISES IN 2000 AND FISCAL YEAR-END OPTION VALUES

                      SHARES                 NUMBER OF SECURITIES       VALUE OF UNEXERCISED IN-THE-
                     ACQUIRED               UNDERLYING UNEXERCISED         MONEY OPTIONS AT FISCAL
                        ON       VALUE     OPTIONS AT FISCAL YEAR-END           YEAR-END (A)
                                           -----------------------------------------------------------------------
NAME                  EXERCISE  REALIZED   EXERCISABLE   UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------
<S>                    <C>        <C>        <C>             <C>           <C>            <C>
Gregory T. Caswell       -         -          43,667         11,333         $92,000       $8,000

Dennis D. Byrd           -         -          21,833          5,667          46,000        4,000
</TABLE>
-----------------------------------
(a)  Based on the closing price of the Company's Common Stock on December 29,
     2000, less the exercise price.

                                       5
<PAGE>

PENSION PLAN

    The Bank maintained a qualified noncontributory pension plan (the "Pension
Plan") for its officers and other employees through RSI Retirement Trust,
created to provide retirement benefits for the employees of savings banks and
their allied organizations.  Future benefit accruals under the Pension Plan were
eliminated as of July 31, 1997 and the plan was terminated as of September 30,
1997.  As a result of the termination and final settlement of the Pension Plan
in December 1998, Messrs. Caswell and Byrd received a distribution of $29,962
and $30,697, respectively, which each individual transferred to his respective
account under the Bank's 401(k) defined contribution plan.

COMPENSATION OF DIRECTORS

    During 2000, there were no fees earned or paid to directors of the Company
for any service provided as a director of the Company. The Company has not made
and does not anticipate making any such payments to directors for 2001. During
2000, each non-employee director of the Bank received a quarterly retainer of
$2,500 and the Chairman received a quarterly retainer of $3,750. In addition to
a quarterly retainer, each non-employee director of the Bank serving on a
committee received $200 for each committee meeting attended. Employee directors
of the Bank receive no additional compensation for serving as directors or
committee members of the Bank.

    The First Coastal Corporation 1996 Stock Option and Equity Incentive Plan
provides that, subject to the availability of shares, as of each annual meeting
of stockholders of the Company, each non-employee director of the Company who is
elected by the stockholders at, or whose term of office continues after, such
meeting will be granted a non-qualifying option with a 10-year term for 1,000
shares upon the date of such election or meeting at a per share exercise price
equal to the market value of a share of Common Stock on the date of grant.
Pursuant to that plan, in May 2000 each of Messrs. Hawkes, Klein, Simard,
Simensky and Stewart and Ms. FitzGerald, the then-current non-employee directors
of the Company, was granted a non-qualifying option with a 10-year term for
1,000 shares of Common Stock at an exercise price equal to $8.875 per share.

    A deferred compensation plan (the "Deferred Compensation Plan") was
established in 1987 for members of the Board of Directors of the Company and
non-employee directors of the boards of subsidiaries of the Company.  Under the
Deferred Compensation Plan, each participant has the right to elect to defer a
portion of his or her annual directors' fees, with amounts deferred credited
monthly with interest at an annual rate which is determined prior to the
beginning of each calender year.  For 2000, the interest rate was 5.84%. Payment
of amounts credited is available to participants by a lump sum or a designated
number of monthly installments, which number may not be less than 12 nor more
than 120.  For 2000, no director of the Bank elected to defer any portion of his
or her director fees.

EMPLOYMENT AGREEMENTS

    Current Agreements. In September 1998, the Company and the Bank entered into
employment agreements (the "Employment Agreements") with Messrs. Caswell and
Byrd, which superseded the employment agreements entered into by the parties in
July 1996. Under the Employment Agreements, Messrs. Caswell and Byrd may receive
annual salary increases based on increases in the cost of living and based upon
performance or merit, as determined by the Boards of Directors of the Company
and the Bank. Each executive officer's salary may not be decreased during the
term of his agreement. Each such executive officer is also eligible (i) to
receive discretionary bonuses as may be authorized by the Board of Directors of
the Company or the Bank, (ii) to participate in any plan of the Company or the
Bank relating to stock options, stock purchases, pension, thrift, profit
sharing, employee stock ownership, group life insurance, medical coverage,
disability insurance, education or other retirement or employee benefits that
the Company or the Bank has adopted or may adopt for the benefit of its
executive employees, and (iii) to participate in any other fringe benefits which
are or may be or become applicable to executive employees of the Company or the

                                       6
<PAGE>

Bank. In addition, Messrs. Caswell and Byrd are authorized to incur reasonable
business expenses in the performance of their duties. The Employment Agreements
provided for an initial term which ended December 31, 1999, with automatic one-
year renewals on December 31, 1998 and each subsequent December 31, unless the
Company and the Bank, or the executive officer, gives written notice to the
contrary not later than October 31 before any such renewal date. As a result of
such automatic renewals, the term has been extended to December 31, 2002. The
base salary for Mr. Caswell for the year ending December 31, 2001 is $159,750,
and for Mr. Byrd is $111,825.

    The Boards of Directors of the Company and the Bank may terminate the
employment of Messrs. Caswell and Byrd at any time.  The Employment Agreements
provide that if employment is terminated other than for cause (as defined) or
the executive officer terminates his employment with good reason (as defined),
he will be entitled, subject to certain limitations, (a) to be paid a lump sum
cash payment as liquidated damages, (b) to continue to participate in and accrue
benefits under all retirement, pension, profit-sharing, employee stock ownership
and other deferred compensation plans of the Company and the Bank for a
specified term, unless prohibited by law and except to the extent the plan
constitutes a "qualified plan," (c) to receive all other employee benefits,
including group life insurance, medical coverage, disability insurance,
education, and other fringe benefits for a specified term, and (d) to receive
certain insurance and indemnification benefits with respect to their acts or
omissions while an officer or director until the final expiration or running of
all periods of limitation against action which may be applicable to such acts or
omissions.

    The specified term for the foregoing benefits, and the amount of the lump
sum payment, vary according to whether the termination occurs in anticipation
of, in connection with, or within two years following a change in control of the
Company or the Bank. In the context of a change in control, the specified term
for benefits is equal to 36 months, and the lump sum payment is equal to three
times the sum of (a) the executive officer's annual base salary (at the greater
of the rate in effect at termination or the highest rate in effect at any time
within 12 months before the change in control) and (b) the bonus earned by the
executive officer during the fiscal year preceding the fiscal year in which (i)
the termination occurs, or (ii) the change in control occurs, whichever is
greater. Under the Employment Agreements, a change in control of the Company is
deemed to have taken place if: (A) any person becomes the beneficial owner of
25% or more of the voting shares of the Company, (B) any person receives
regulatory approval to acquire control of the Company, (C) any person (other
than the persons named as proxies solicited on behalf of the Board of Directors)
holds proxies as to election or removal of two or more Directors of the Company,
representing 25% or more of the total voting shares of the Company, (D) any
person has commenced a tender or exchange offer, or entered into an agreement or
received an option to acquire beneficial ownership of 25% or more of the total
voting shares of the Company, regardless of whether regulatory approval has been
received, and the Board determines that such action constitutes or will
constitute a change in control, or (E) if, as a result of a business
combination, sale of assets or contested election, or a combination of these
factors, the persons who were Directors of the Company before such transaction
cease to constitute at least two-thirds of the Board of Directors of the Company
or any successor institution. A change in control of the Bank, under the
Employment Agreements, is deemed to have taken place if the Company's beneficial
ownership of the voting shares of the Bank is reduced to less than 50%.

    In the event of a termination other than in connection with a change in
control, the specified term for continuation of benefits is the remaining term
of the respective Employment Agreement (but not in excess of 24 months), and the
lump sum payment is equal to the sum of (a) the executive officer's base salary
at the date of termination for the remaining term of the Employment Agreement
(but not in excess of 24 months), plus an amount equal to any bonuses paid
during the fiscal year preceding the fiscal year in which termination occurs.

    The Employment Agreements provide that no payment is required to be made
that would constitute a "golden parachute payment" (as defined) pursuant to
certain rules and regulations of the Federal Deposit Insurance Corporation for

                                       7
<PAGE>

which no applicable exception exists thereunder at the time of such payment.
Also, payments and benefits under the agreements are limited to the maximum
amount that can be paid or provided without adverse tax consequences under the
"excess parachute payment" rules. If Messrs. Caswell or Byrd becomes disabled or
incapacitated to the extent that he is unable to perform his duties and
obligations under his Employment Agreement, he will be entitled to receive
disability benefits of the type provided for other executive employees of the
Company and the Bank, and the obligations of the Company and the Bank under the
Employment Agreement will be limited to providing such benefits for the period
of such disability.

    Future Agreements.  On April 2, 2001, the Company announced a definitive
agreement for Norway Bancorp to acquire the outstanding stock of the Company by
merging a newly-formed subsidiary of Norway Bancorp with and into the Company,
as a result of which shareholders of the Company will receive $21.00 for each
outstanding share of the Company's Common Stock, following which the Bank will
merge with Norway Savings Bank (collectively, the "Merger Transaction").  On
April 1, 2001, Messrs. Caswell and Byrd agreed to amend their current Employment
Agreements, in connection with and contingent upon the Merger Transaction.  As
amended, each executive will receive a payment on or before the effective date
of the merger in exchange for a waiver and release of other benefits (other than
accrued salary, vacation and other benefits) under the Employment Agreements.
The payments to Messrs. Caswell and Byrd, respectively, are $287,200 and
$201,040.  In the event that the merger agreement is terminated, the amendments
will also terminate, and the Employments Agreements as formerly constituted will
be reinstated, ratified and confirmed.

    Additionally, in connection with and contingent upon the proposed Merger
Transaction, Norway Savings Bank has entered into letter agreements with Messrs.
Caswell and Byrd with respect to their continued employment.  The letter
agreements may be formalized subsequently as full agreements with additional
usual and customary terms.

    Mr. Byrd's letter agreements provides that he will be named Senior Vice
President and Chief Financial Officer of Norway Savings, with his employment
based in Portland, Maine, and receiving an annual salary of not less than
$111,825 and certain other benefits.  The employment arrangement will be for a
period from the merger until December 31, 2002, subject to automatic renewal for
successive one-year periods unless contrary notice is given by October 31 of the
preceding year.  In the event of termination by Mr. Byrd with Good Reason or by
Norway Savings without cause, he is entitled to receive continued pay and
benefits for the remaining term of the agreement, but not more than 24 months.
In the event of termination of his employment for any reason, Mr. Byrd agrees
not to solicit customers or employees of the Bank for a period of one year.

    Mr. Caswell's letter agreement is identical to Mr. Byrd's, except that it
provides that he will be named Executive Vice President, Chief Operating Officer
and Senior Credit Officer of Norway Savings, receiving an annual salary of not
less than $159,750.  In addition, Mr. Caswell's letter agreement provides for
severance in the amount of three years of salary and associated employee
benefits in the event of a termination other than for cause in connection with a
Change in Control event with respect to Norway Bancorp or Norway Savings.

                                       8
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

STOCK OWNED BY MANAGEMENT

    The following table sets forth information as of April 12, 2001 with respect
to the amount of Common Stock of the Company beneficially owned by each director
of the Company, by each of the named executive officers, and by all directors
and executive officers of the Company as a group.  The information is based on
information furnished to the Company by each such person.

<TABLE>
<CAPTION>
                                             AMOUNT AND NATURE OF      PERCENT OF COMMON
                NAME                       BENEFICIAL OWNERSHIP (A)    STOCK OUTSTANDING
 ---------------------------------------   ------------------------    ------------------
<S>                                               <C>                     <C>
Gregory T. Caswell                                59,167  (b)                 4.76%
 President, Chief Executive Officer and
  Director

Dennis D. Byrd                                    26,133  (c)                 2.14
 Vice President, Treasurer and Director

MaryEllen FitzGerald                               2,915  (d)                 *
 Director

David B. Hawkes, Sr.                               5,500  (e)                 *
 Chairman of the Board

Roger E. Klein                                     7,682  (f)                 *
 Director

Normand E. Simard                                 10,063  (g)                 *
 Director

Edward K. Simensky                                 6,705  (f)                 *
 Director

Charles A. Stewart III                             6,500  (f)                 *
 Director

All directors and executive officers as a        127,265  (h)                 9.85%
 group (9 persons)
-------------------------------------------
</TABLE>
*Less than 1% of shares outstanding.
(a)  In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
     person is considered to "beneficially own" shares (i) over which he or she
     has or shares voting or investment power or (ii) of which he or she has the
     right to acquire beneficial ownership at any time within 60 days of April
     12, 2001.  As used herein, "voting power" is the power to vote or direct
     the voting of shares and "investment power" is the power to dispose or
     direct the disposition of shares.
(b)  Consists of 5,000 shares held by Mr. Caswell, 10,500 shares held jointly
     by Mr. Caswell and his wife, and options exercisable for 43,667 shares, all
     of which are presently exercisable.
(c)  Consists of 2,500 shares held by Mr. Byrd, 1,800 shares held jointly by
     Mr. Byrd and his wife, and options exercisable for 21,833 shares, all of
     which are presently exercisable.
(d)  Includes options exercisable for 2,500 shares, which options are presently
     exercisable.
(e)  Includes options exercisable for 3,000 shares, which options are presently
     exercisable.
(f)  Includes options exercisable for 4,500 shares, which options are presently
     exercisable.
(g)  Includes options exercisable for 4,500 shares, which options are presently
     exercisable and 1,098 shares held in a trust of which Mr. Simard is the
     sole trustee.
(h)  Includes options exercisable for 91,400 shares.

                                       9
<PAGE>

PRINCIPAL HOLDERS OF COMMON STOCK

    The following table sets forth information as of April 12, 2001, with
respect to the ownership of Common Stock by each person believed by management
to be the beneficial owner of more than 5% of the outstanding Common Stock.

<TABLE>
<CAPTION>
           NAME AND ADDRESS OF                 AMOUNT AND NATURE OF             PERCENT OF COMMON
             BENEFICIAL OWNER               BENEFICIAL OWNERSHIP (A)            STOCK OUTSTANDING
 ----------------------------------   -----------------------------------   -------------------------
<S>                                              <C>                                <C>
Stewart B. Reed                                    133,759  (b)                       11.15%
  260 North Elm Street
  Westfield, MA 01085-1614

John Sheldon Clark                                  71,681  (c)                        5.97
  6102 East Mockingbird, #622
  Dallas, TX 75214

Financial Institutions Partners II, L.P.            67,700  (d)                        5.64
Hovde Capital, L.L.C.
Eric D. Hovde
Steven D. Hovde
    1824 Jefferson Place, N.W.
    Washington, D.C. 20036
------------------------------------------
</TABLE>
(a)  In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
     person is considered to "beneficially own" shares (i) over which he or she
     has or shares voting or investment power or (ii) of which he or she has the
     right to acquire beneficial ownership at any time within 60 days of April
     12, 2001.  As used herein, "voting power" is the power to vote or direct
     the voting of shares and "investment power" or "dispositive power" is the
     power to dispose or direct the disposition of shares.
(b)  A Schedule 13D filed on April 13, 2001 reports that Mr. Reed has sole
     voting and dispositive power over these shares.
(c)  A Schedule 13D filed on September 16, 1999 states that Mr. Clark
     personally owns 33,465 shares and has sole voting and dispositive power
     over such shares.  Mr. Clark is trustee of two trusts that own 28,516
     shares, over which Mr. Clark has voting and dispositive power.  In
     addition, Mr. Clark has a beneficial interest in 9,700 shares owned by his
     wife, Mrs. Marguerite J. Clark.
(d)  A Schedule 13D filed on November 24, 1999 states that Messrs. Eric Hovde
     and Steven Hovde each hold a beneficial interest in the shares through
     ownership of an interest in, and positions as members and officers of,
     Hovde Capital, L.L.C., the general partner of Financial Institutions
     Partners II, L.P.  The Schedule 13D states that each of the reporting
     persons has shared voting and dispositive power over the shares.

RECENT TRANSACTION

    The Company has entered into a definitive agreement for Norway Bancorp to
acquire the Company and the Bank.  See "Employment Agreements - Future
Agreements."

                                      10
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Subject to regulatory limitations, from time to time the Bank makes
residential mortgage loans, home equity lines of credit, consumer loans fully
secured by cash or bank deposits, and overdraft lines of credit to employees of
the Company, other than its executive officers.  It is the policy of the Bank
not to offer credit to executive officers, directors and their related
interests, or to members of their immediate family, other than interest-bearing
overdraft lines of credit in amounts not to exceed $1,500, or credit cards not
to exceed $15,000 under the same terms and conditions as those offered to the
public.  Management believes that any such loans are made in the ordinary course
of business, are made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons, and neither involve more than normal risks of collectibility nor
present other unfavorable features.  Prior to Mr. Hawkes being nominated and
elected to the Boards of the Company and the Bank, the Bank made a commercial
loan to a partnership in which Mr. Hawkes is a general partner.  The original
loan was made in 1986 for $475,000 (the "1986 Loan"), and since January 1, 2000,
the largest aggregate amount of indebtedness outstanding under the 1986 Loan was
$394,554.  The 1986 Loan, including any subsequent modifications to the terms of
the loan, was made in the ordinary course of business and was made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and
neither involves more than normal risks of collectibility nor presents other
unfavorable features.  The 1986 Loan was paid in accordance with the terms of
the loan agreement and was paid off in December 2000.

                                      11
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                              FIRST COASTAL CORPORATION

April 26, 2001                By:   /s/ Gregory T. Caswell
                                    ---------------------------
                                    Gregory T. Caswell
                                    President and Chief Executive Officer

                                      12