Financial Highlights


(Dollars in thousands except
per share data)
FOR THE YEAR                   2000       1999       1998       1997       1996
- ------------                   ----       ----       ----       ----       ----
Net interest income         $42,095    $43,089    $40,213    $38,077    $36,223
Provision for loan losses       600        660      1,710        913      1,090
Noninterest income:
  Securities gains (losses)     (12)       309        612         48         76
  Other                      13,150     12,148     11,775     10,896     10,331
Noninterest expenses         34,877     35,983     35,721     36,425     31,768
Income before income taxes   19,756     18,903     15,169     11,683     13,772
Provision for income taxes    7,668      7,119      5,606      4,251      4,933
Net income                   12,088     11,784      9,563      7,432      8,839
Core earnings (1)            20,459     19,439     16,565     12,755     14,968

Per share data Net income:
     Diluted                   2.51       2.40       1.84       1.42       1.71
     Basic                     2.53       2.43       1.88       1.45       1.73

Cash dividends paid:
     Class A common            1.06       0.98       0.90       0.82       0.65
Book value                    17.87      15.96      15.87      15.75      15.08
Dividends to net income       41.6%      39.8%      47.4%      53.8%      30.9%

AT YEAR END
Assets                   $1,151,373 $1,081,032 $1,092,230   $943,037   $938,501
Securities                  204,664    213,654    261,183    220,150    223,169
Net loans                   837,328    771,294    695,207    608,567    570,667
Deposits                    957,089    905,960    905,202    806,098    811,493
Shareholders' equity         84,263     77,111     78,442     81,064     76,995

Performance ratios:
    Return on average assets   1.09%      1.11%      0.98%      0.83%      1.04%
    Return on average equity  14.09      14.64      11.64       9.17      11.63
Net interest margin (2)        4.03       4.34       4.40       4.60       4.60
Average equity to average
    assets                     7.76       7.57       8.39       9.09       8.96
- ---------------------------------
(1)  Income before taxes  excluding  the  provision for loan losses,  securities
     gains (losses) and expenses  associated  with  foreclosed  and  repossessed
     asset management and dispositions.
(2)  On a fully taxable equivalent basis.


================================================================================
                                FINANCIAL REVIEW
================================================================================
                    2000 Management's Discussion and Analysis

Net income for 2000 totaled  $12,088,000  or $2.51 per share  diluted,  compared
with  $11,784,000 or $2.40 per share diluted in 1999 and $9,563,000 or $1.84 per
share diluted in 1998.  Return on average  assets was 1.09 percent and return on
average  shareholders'  equity was 14.09 percent for 2000, compared to the prior
year's  results of 1.11  percent  and 14.64  percent,  respectively,  and 1998's
results of 0.98 percent and 11.64 percent, respectively.

Earnings in 1998 were impacted by net non-recurring  gains of $330,000 ($209,000
after tax). This includes a gain of $616,000 on the sale of the Company's credit
card  portfolio  and a charge  of  $286,000  taken  to  cancel  an information
systems contract for processing of the Company's trust business.

- ---------------------
                              Results of Operations
                              ---------------------

Net Interest Income
- -------------------
Net interest income (on a fully tax equivalent  basis)  decreased  $1,079,000 or
2.5 percent to $42,373,000  for 2000,  compared to a year ago. For 2000, the net
interest margin decreased to 4.03 percent from 4.34 percent for 1999.

In 2000, the Federal Reserve  increased short term rates 100 basis points,  with
increases  of 25 basis  points in both  February  and March 2000 and  another 50
basis points in May 2000. The Company, along with most other banks, has seen its
net  interest  margin  decline  over the last  twelve  months as a result of the
Federal  Reserve's  actions.  In the fourth  quarter of 2000,  the net  interest
margin (on a fully tax  equivalent  basis)of 3.93 percent was three basis points
higher than in the third  quarter of 2000,  but was 15 basis  points  lower when
compared to the second  quarter of 2000 and 31 basis points lower when  compared
to the first quarter 2000's margin performance.  If the Federal Reserve adopts a
preference to ease short term interest rates,  Company management  believes that
its net interest margin (stable at present)will likely improve during 2001.

TABLE 1:

Condensed Income Statement as a Percent of Average Assets
  (Tax equivalent basis)

                             2000     1999      1998
                             ----     ----      ----
Net interest income          3.83%    4.09%     4.14%
Provision for loan losses    0.05     0.06      0.17
Noninterest income
  Securities gains           0.00     0.03      0.06
  Other                      1.19     1.14      1.20
Noninterest expenses         3.16     3.39      3.64
                             ----     ----      ----
Income before income taxes   1.81     1.81      1.59
Provision for income taxes
 including tax equivalent
 adjustment                  0.72     0.70      0.61
                             ----     ----      ----
Net Income                   1.09%    1.11%     0.98%
                             ====     ====      ====

For the twelve months ended December 31, 2000 (compared to last year),  the cost
of interest bearing  liabilities  increased 70 basis points to 4.33 percent with
rates for NOW,  savings,  money market,  time  deposits,  short term  borrowings
(entirely  composed of repurchase  agreements  with  customers and federal funds
purchased),  and other  borrowings  increasing 26, 96, 14, 74, 107, and 72 basis
points,  respectively.  The rate for NOW  accounts  increased as a result of the
success of a new product called  Investor NOW, which requires a minimum  balance
of $100,000,  offered at a competitive  market rate tied to an index.  Rates for
savings  accounts  increased as a result of the success of two savings  products
called Grand  Savings and Grand  Savings Plus which were offered at higher rates
than the Company's regular savings account.  The products increased $6.2 million
and $33.7 million, respectively, during 2000. Certificates of deposit grew $13.2
million during 2000,  reflecting  higher interest rates paid and customer desire
to shift deposit  balances from lower interest bearing core deposits into higher
yielding  time  deposits.  The increase in rate for short term  borrowings  (all
maturing  overnight) reflects the impact of the Federal Reserve's actions during
2000.  The  termination  (call) of a $10 million  borrowing  with a rate of 5.40
percent with  Donaldson,  Lufkin & Jenrette  (DLJ) at the end of August 2000 and
the addition of $25 million of two-year fixed rate  borrowings  from the Federal
Home Loan Bank (FHLB) in March 2000 at 6.99 percent  (subsequently renewed for a
three-year  term at 6.55 percent in December  2000) effected the increase in the
cost of other borrowings.



TABLE 2:

Changes in Average Earning Assets
(Dollars in thousands)


                   Increase/(Decrease)             Increase/(Decrease)
                       2000 vs 1999                  1999 vs 1998
                       ------------                  ------------
Securities:
  Taxable           ($26,734)   (11.1)%           $16,476      7.3%
  Nontaxable          (3,030)   (28.7)             (1,686)   (13.8)
Federal funds sold
and other short
term investments         506      6.5              (8,778)   (53.1)
Loans, net            77,419     10.4              73,593     11.0
                     -------                      -------
Total                $48,161      4.8%            $79,605      8.6%
                     =======                      =======

With regards to interest earned,  the yield on earning assets for 2000 increased
24 basis points to 7.62 percent, compared to 7.38 percent for 1999. Increases in
the yield on loans of 15 basis points to 8.0 percent, the yield on securities of
22 basis  points to 6.27  percent,  and the yield on  federal  funds sold of 125
basis points to 6.07 percent was enhanced by a changing earning assets mix (with
a $77.4  million  growth in average  loans  during  2000).  The growth in loans,
larger as an amount in 2000 than for 1999,  was slightly  slower as a percentage
year-over-year,  10.4 percent versus 11.0 percent,  respectively. The slowing of
the economy in the fourth  quarter  impacted loan growth and is likely to impact
loan growth in 2001.

================================================================================


TABLE 3:

Rate/Volume Analysis (On a Tax Equivalent Basis)
Amount of Increase/(Decrease)
(Dollars in thousands)


                                     2000 vs 1999
                                    Due to Change In:
                                    -----------------
                            Volume     Rate     Mix     Total
                            ------     ----     ---     -----
Interest income
Securities:
  Taxable                 ($1,591)     $625    $(69)   ($1,035)
  Nontaxable                 (253)      (46)     13       (286)
                              ---        --      --        ---
                           (1,844)      579     (56)    (1,321)

Federal funds sold and
 other short term
 investments                   24        98       6        128
Loans                       6,078     1,095     114      7,287
                            -----     -----     ---      -----
Total Interest Income       4,258     1,772      64      6,094

Interest expense
NOW                          (105)      162     (15)        42
Savings deposits              600     1,058     257      1,915
Money market accounts        (438)      300     (32)      (170)
Time deposits                 657     2,928      97      3,682
                              ---     -----      --      -----
                              714     4,448     307      5,469
Federal funds purchased
 and other short term
 borrowings                    13       411       3        427
Long term borrowings          976       179     122      1,277
                              ---       ---     ---      -----
Total Interest Expense      1,703     5,038     432      7,173
                            -----     -----     ---      -----
Net Interest Income        $2,555   ($3,266)  ($368)   ($1,079)
                           ======   =======    ====     ======

- ---------------
Rate/Volume Analysis (On a Tax Equivalent Basis)(con't)
Amount of Increase (Decrease)
(Dollars in thousands)

                                  1999 vs 1998
                                Due to Change In:
                                -----------------
                           Volume     Rate    Mix     Total
                           ------     ----    ---     -----
Interest income
Securities:
  Taxable                    $996    ($212)   ($16)    $768
  Nontaxable                 (141)      (3)      0     (144)
                              ---        -       -      ---
                              855     (215)    (16)     624
Federal funds sold and
 other short term
 investments                 (465)     (80)     42     (503)
Loans                       6,009   (2,118)   (231)   3,660
                            -----    -----     ---    -----
Total Interest Income       6,399   (2,413)   (205)   3,781

Interest expense
NOW                           (28)    (143)      3     (168)
Savings deposits              407      210      47      664
Money market accounts         356     (400)    (34)     (78)
Time deposits                 238   (1,093)    (12)    (867)
                              ---    -----      --      ---
                              973   (1,426)      4     (449)
Federal funds purchased
 and other short term
 borrowings                   496       68      32      596
Long term borrowings          771       (1)     (1)     769
                              ---        -       -      ---
Total Interest Expense      2,240   (1,359)     35      916
                            -----    -----      --      ---
Net Interest Income        $4,159  ($1,054)  ($240)  $2,865
                           ======   ======    ====   ======



Average  earning  assets in 2000 were  $48,161,000  or 4.8  percent  higher when
compared to prior year. Average interest bearing liabilities were $29,523,000 or
3.5 percent  higher  year-over-year.  Loans (the highest  yielding  component of
earning  assets) as a percentage  of average  earning  assets  increased to 78.1
percent  compared to 74.1 percent a year ago, while average  securities (a lower
yielding  component)  declined to 21.1 percent from 25.1 percent.  Average other
borrowings  (the highest cost component of interest  bearing  liabilities)  as a
percentage of average interest bearing  liabilities  increased to 4.8 percent in
2000 compared to 3.0 percent in 1999.  Lower cost core interest bearing deposits
(NOW, savings and money market deposits) decreased  $1,005,000 or 0.3 percent to
$377,429,000  during  2000 and  declined from 45.1  percent to 43.4 percent as a
component of average interest bearing liabilities.  Favorably affecting the
Company's deposit mix,  average  noninterest  bearing demand deposits grew
$7,620,000 or 5.6 percent to $144,362,000.

TABLE 4:

Changes in Average Interest Bearing Liabilities
(Dollars in thousands)

                    Increase/(Decrease)       Increase/(Decrease)
                       2000 vs 1999               1999 vs 1998
                    -------------------       ------------------
NOW                   $(5,914)     (9.6)%     $(1,407)    (2.2)%
Savings deposits       26,870      24.3        20,345     22.6
Money market
 accounts             (21,961)    (10.7)       16,143      8.5
Time deposits          13,226       3.3         4,537      1.2
Federal funds
 purchased and
 other short term
 borrowings               297       0.8        12,530     48.4

Other borrowings       17,005      68.1        13,421    116.2
                       ------                  ------
Total                 $29,523       3.5%      $65,569      8.5%
                      =======                 =======

Net interest income (on a fully tax equivalent  basis)  increased  $2,865,000 or
7.1 percent to $43,452,000  for 1999,  compared to a year earlier.  In 1999, the
net interest margin decreased to 4.34 percent from 4.40 percent for 1998.

The cost on interest  bearing  liabilities  in 1999  declined 19 basis points to
3.63 percent.  While the cost for savings  account  balances  increased 23 basis
points (a direct result of the Company successfully increasing balances with its
Grand  Savings  product  that  offers  a  higher  interest  for  larger  deposit
balances),  rates paid for NOW accounts, money market accounts, and certificates
of deposits  declined.  The Company  extended  the average  maturity of its time
certificate of deposit funding by offering longer terms in early 1999 and locked
in attractive rates before the Fed began increasing interest rates.

The yield on earning assets in 1999 declined 22 basis points  year-over-year  to
7.38 percent.  Decreases in the yield on loans of 32 basis points,  the yield on
securities  of 12 basis  points and the yield on federal  funds sold of 48 basis
points were partially offset by a changing earning asset mix, with a $73,593,000
increase in average loans, accounting for nearly all of the $79,605,000 increase
in earning  assets.  The yield on loans was  affected by the full year impact of
the sale of the credit card portfolio in July 1998 and the significant refinance
activity that occurred in 1998.

Average  investment  securities grew  $14,790,000 or 6.3 percent,  while average
federal funds sold decreased $8,778,000 or 53.1 percent. The growth in loans and
an increase in lower cost interest bearing liabilities  mitigated the decline in
the  margin.  Loans (the  highest  yielding  component  of earning  assets) as a
percentage of average earnings assets increased to 74.1 percent in 1999,  versus
72.6 percent in 1998.  Average  certificates of deposit (a higher cost component
of interest bearing  deposits) as a percentage of interest  bearing  liabilities
decreased to 47.4 percent in 1999,  compared to 50.8 percent in 1998. Lower cost
interest  bearing core deposits  (NOW,  savings and money market  deposits) grew
$35,081,000 or 10.2 percent to $378,434,000. Also favorably affecting the mix of
deposits  was an  increase in average  noninterest  bearing  demand  deposits of
$18,562,000 or 15.7 percent.



TABLE 5:

Three-Year Summary
Average Balances, Interest Income and Expenses, Yields and Rates (1)

(Dollars in
thousands)                        2000
- ----------                        ----
                        Average            Yield/
                        Balance   Interest Rate
                        -------   -------- -----
Assets
Earning assets:
  Securities
    Taxable             $214,096   $13,295   6.21%
    Nontaxable             7,521       596   7.92
                          ------       ---   ----
Total Securities         221,617    13,891   6.27

  Federal funds
   sold and other
   short term
   investments             8,251       501   6.07
  Loans (2)              820,429    65,616   8.00
                         -------    ------   ----
Total Earning Assets   1,050,297    80,008   7.62

Allowance for loan
 losses                   (7,099)
Cash and due from
 banks                    30,258
Bank premises and
 equipment                17,024
Other assets              14,300
                          ------
                      $1,104,780
                      ==========

Liabilities and Shareholders Equity
 Interest-bearing
 liabilities:
  NOW                    $55,926    $1,135   2.03%
  Savings deposits       137,347     4,380   3.19
  Money market
   accounts              184,156     3,944   2.14
  Time deposits          410,739    23,418   5.70
  Federal funds
    purchased and
    other short
    term borrowings       38,735     2,048   5.29
  Other borrowings        41,975     2,710   6.46
                          ------     -----   ----
Total Interest-Bearing
 liabilities             868,878    37,635   4.33
Demand deposits          144,362
Other liabilities          5,774
                           -----
                       1,019,014
Shareholders'
 equity                   85,766
                          ------
                      $1,104,780
                      ==========
Interest expense
 as % of earning                             3.58%
 assets
Net interest
 income/yield on
 earning assets                    $42,373   4.03%
                                   =======   ====



- -----------------------------
Three-Year Summary (con't)
Average Balances, Interest Income and Expenses, Yields and Rates (1)

(Dollars in
thousands)                       1999
- ----------                       ----
                          Average           Yield/
                          Balance Interest   Rate
                          ------- --------   ----
Assets
Earning assets:
  Securities
    Taxable              $240,830  $14,330    5.95%
    Non Taxable            10,551      882    8.36
                           ------      ---    ----
Total Securities          251,381   15,212    6.05
  Federal funds
   sold and other
   short term
   investments              7,745      373    4.82
  Loans (2)               743,010   58,329    7.85
                          -------   ------    ----
Total Earning Assets    1,002,136   73,914    7.38

Allowance for loan
 losses                    (6,713)
Cash and due from
 banks                     35,110
Bank premises and
 equipment                 17,213
Other assets               14,589
                           ------
                       $1,062,335
                        =========

Liabilities and Shareholders Equity
Interest-bearing
liabilities:
  NOW                     $61,840  $1,093    1.77%
  Savings deposits        110,477   2,465    2.23
  Money market
   accounts               206,117   4,114    2.00
  Time deposits           397,513  19,736    4.96
  Federal funds
   purchased and
   other short
   term borrowings         38,438   1,621    4.22
  Other borrowings         24,970   1,433    5.74
                           ------   -----    ----
Total Interest
   Bearing
   Liabilities            839,355  30,462    3.63

Demand deposits           136,742
Other liabilities           5,767
                            -----
                          981,864
Shareholders'
   equity                  80,471
                           ------
                       $1,062,335
                       ==========
Interest expense
 as % of earning
 assets                                     3.04%
Net interest
 income/yield on
 earning assets                   $43,452   4.34%
                                  =======   ====

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



Three-Year Summary (con't)
Average Balances, Interest Income and Expenses, Yields and Rates (1)

(Dollars in
thousands)                         1998
- ----------                         ----
                           Average           Yield/
                          Balance Interest   Rate
                          ----------------   ----
Assets
Earning assets:
  Securities
    Taxable              $224,354  $13,562   6.04%
    Nontaxable             12,237    1,026   8.38
                           ------    -----   ----
Total Securities          236,591   14,588   6.17
  Federal funds
  sold and other
  short term
  investments              16,523      876   5.30
  Loans (2)               669,417   54,669   8.17
                          -------   ------   ----
Total Earning Assets      922,531   70,133   7.60

Allowance for loan
 losses                    (5,739)
Cash and due from
 banks                     29,244
Bank premises and
 equipment                 18,620
Other assets               14,737
                           ------
                         $979,393
                         ========

Liabilities and Shareholders Equity
Interest-bearing
 liabilities:
  NOW                     $63,247   $1,261    1.99%
  Savings deposits         90,132    1,801    2.00
  Money market
   accounts               189,974    4,192    2.21
  Time deposits           392,976   20,603    5.24
  Federal funds
   purchased and
   other short
   term borrowings         25,908    1,025    3.96
  Other borrowings         11,549      664    5.75
                           ------      ---    ----
Total
  Interest
  Bearing
  Liabilities             773,786   29,546    3.82

Demand deposits           118,180
Other liabilities           5,277
                            -----
                          897,243
Shareholders'
  equity                   82,150
                           ------
                         $979,393
                         ========
Interest expense
  as % of earning
  assets                                      3.20%
Net interest
  income/yield on
  earning assets                   $40,587    4.40%
                                   =======    ====

- -------------
(1)  The tax equivalent adjustment is based on a 34% tax rate.
(2)  Nonaccrual loans are included in loan balances.  Fees on loans are included
     in interest on loans.


Provision for Loan Losses
- -------------------------
The  continued  excellent  credit  quality  in 2000  offset  the  impacts of the
increase  in average  loans of $77.4  million  and  resulted in a decline in the
provision for loan losses in 2000. Loan losses totaled  $252,000 or 0.03 percent
of average  total loans in 2000  compared to $133,000 or 0.02 percent of average
total loans in 1999.  The provision for loan losses in 1998 was  $1,710,000  and
net charge offs  totaled  $730,000 or 0.11 percent of average  total loans.  The
sale of the credit card  portfolio  in 1998  reduced the  Company's  exposure to
losses from consumer  bankruptcies and was partly responsible for the lower net
charge offs in 2000 and 1999.

Management  determines  the  provision  for  loan  losses  which is  charged  to
operations by constantly analyzing and monitoring  delinquencies,  nonperforming
loans and the level of outstanding  balances for each loan category,  as well as
the  amount  of net  charge  offs,  and by  estimating  losses  inherent  in its
portfolio.  While the  Company's  policies and  procedures  used to estimate the
monthly provision for loan losses charged to operations are considered  adequate
by  management,  and  are  reviewed  from  time to  time  by the  Office  of the
Comptroller  of the  Currency,  there  exist  factors  beyond the control of the
Company, such as general economic conditions both locally and nationally,  which
make  management's  judgment  as to the  adequacy of the  provision  necessarily
approximate and imprecise.  See  "Nonperforming  Assets" and "Allowance for Loan
Losses."

Noninterest Income
- ------------------
Table 6 shows noninterest income for the years indicated.

Noninterest income,  excluding  gains(losses) from sales of securities,  totaled
$13,150,000 in 2000, an increase of $1,002,000 or 8.2 percent from 1999.

The Company intends to continue to diversify its sources of income.  Noninterest
income now makes up 23.8 percent of net revenue,  compared  with 21.8 percent in
1995.  While service charges on deposits  remained  nearly  unchanged in 2000 as
compared to the prior year,  reflecting  the intense  competition  from  savings
banks,  other  commercial  banks  and  non-banks,  other  sources  of  fees  and
commissions  increased  $1,013,000  or 13.9  percent.  The Company added two new
sources for fee-based income.  Its new Seacoast Marine Finance division produced
$42.5 million in loans,  of which $16.3 million were added to the loan portfolio
and the remainder were sold,  increasing fee-based income by $361,000.  Seacoast
Marine  Finance is  headquartered  in Fort  Lauderdale,  Florida  and  commenced
operations in early February 2000 with an  experienced,  seasoned team of marine
lending professionals. Seacoast Marine Finance's marketing emphasis is on marine
loans of $200,000 and greater. Because the Company intends to continue expanding
this business in 2001, it is believed that the growth in revenue will exceed the
Company's other more traditional sources of fee income.

During 2000, the Company  reorganized  its traditional  residential  real estate
portfolio  lending  division  into a mortgage  banking  business.  By the fourth
quarter of 2000,  this business  generated  $245,000 in revenue,  a 41.6 percent
increase  over $173,000  earned in the third  quarter.  The Company  expects the
revenue  from this  business  to continue  this  growth in 2001.  By moving to a
mortgage  banking  emphasis,  the  Company's  exposure to market  interest  rate
volatility on residential  real estate lending in 2001 should be further limited
as sales of mortgages increase and are more efficiently transacted.

Revenue from  brokerage  activities  increased  $92,000 or 3.9 percent and trust
(fiduciary) income increased $215,000 or 8.6 percent in 2000 compared to a year
ago. The  financial  markets  during 2000 have been in turmoil as a result of an
uncertain  economic  growth rate and fear of further  Federal Reserve actions or
increased inflation.  While investment management revenue results were favorable
and the  Company  hopes to see  similar or  improved  results in 2001,  economic
uncertainties may impact growth in revenue from investment products.

Noninterest   income,   excluding  gains  from  sales  of  securities,   totaled
$12,148,000 in 1999, an increase of $373,000 or 3.2 percent from 1998.  Included
in  noninterest  income for 1998 was a  non-recurring  gain of $616,000 from the
sale of the Company's  $7.1 million  credit card  portfolio.  Without this gain,
noninterest income increased $989,000 or 8.9 percent year-over-year.

During 1999,  service  charges on deposit  accounts  increased  $517,000 or 11.9
percent, while other service charges and fees declined $264,000,  primarily as a
result of the loss of fees earned on the sold credit card portfolio. Income from
brokerage services increased $224,000 or 10.6 percent and trust income increased
$345,000 or 16.1 percent.  The increased service charges resulted from growth in
accounts  for which  fees are  assessed  and an  increase  in  minimum  balances
required in order to avoid monthly service  charges.  Trust income increased due
to higher fee schedules  implemented  in 1999 and increased  fees from new trust
management accounts.

Proceeds from sales of securities in 2000,  totaled  $10,203,000 and resulted in
$12,000 in net losses.  Proceeds  from sales of securities in 1999 and 1998 were
much greater, totaling $60,106,000 and $105,989,000, respectively, including net
gains of $309,000 and  $612,000,  respectively.  Proceeds from sales in 1999 and
1998 were utilized to fund lending demand and manage seasonal funding  declines.
Declining  interest rates in 1998 generated larger gains on sales of securitized
fixed rate residential loans originated by the Company's subsidiary bank.



Table 6:

Noninterest Income
(Dollars in thousands)
                          Year Ended                   % Change
                          ----------                   --------
                      2000    1999    1998           00/99   99/98
                      ----    ----    ----           -----   -----
Service charges
 on deposit
 accounts           $4,865  $4,876  $4,359           (0.2)%  11.9%
Trust fees           2,704   2,489   2,144            8.6    16.1
Other service
 charges and
 fees                1,225   1,204   1,468            1.7   (18.0)
Brokerage
 commissions and
 fees                2,421   2,329   2,105            3.9    10.6
Debit card income      428     249     187           71.9    33.2
Marine finance fee     361       0       0            N/M       0
Mortgage banking fee   770     633     690           21.6    (8.3)
Other                  376     368     822            2.2   (55.2)
                       ---     ---     ---
                    13,150  12,148  11,775            8.2     3.2
Securities
  gains(losses)        (12)    309     612         (103.9)  (49.5)
                        --     ---     ---
Total              $13,138 $12,457 $12,387            5.5%    0.6%
                   ======= ======= =======

N/M = Not Meaningful

NONINTEREST EXPENSES
- --------------------
Table 7 shows the Company's noninterest expenses for the years indicated.

The Company's overhead ratio decreased from 68.2 percent in 1998 to 64.7 percent
a year ago to 62.8 percent for 2000. This is reflective of initiatives to reduce
overhead  costs,   particularly  staffing,   and  streamlined   operational  and
procedural changes implemented  throughout 1999. The Company expects to continue
to benefit  from the lower  operating  overhead in future years and continue the
process of realigning  its systems and procedures to further  improve  operating
efficiencies.

Compared  to 1999,  salaries  and wages  decreased  $805,000  or 5.8 percent and
employee  benefits  declined  $621,000 or 16.4 percent.  Most of the decrease in
wage and benefit costs is related to lower performance award incentive  accruals
for 2000 and lower group health claims in 2000.

Occupancy  expenses and furniture and equipment  expenses on an aggregate  basis
increased  $279,000  or 5.4  percent  versus a year  ago.  Most of the  increase
resulted  from higher  lease  payments  for  premises  and  additional  computer
equipment. In July 2000, the Company's bank subsidiary opened a branch on U.S. 1
in northern  Martin  County near the St.  Lucie  County  line,  at the same time
closing a branch in St. Lucie County  approximately  one-half  mile from the new
branch.  Enhanced exposure and higher traffic is expected at the new location on
an out parcel in front of a major Florida grocery store. Overlap during the year
of  leasing  the  newly  opened  and  closed  branch  offices,  as well as costs
associated  with the new  Seacoast  Marine  Finance  office  in Ft.  Lauderdale,
accounted  for a portion of the  increase.  Increased  computer  hardware  costs
during the third and fourth  quarter of 2000  included the  installation  of new
imaging  equipment in September 2000 to more  efficiently  handle  transactional
information, produce customer statements and perform research. It is anticipated
that use of this  technology  will  provide a reduction in staffing and postage,
and will enhance customer  service,  further  establishing the Company's banking
subsidiary's image as the "SuperCommunity Bank."

Outside  data  processing  costs  increased  $410,000  or 11.1  percent in 2000,
compared  to a year ago.  The  Company  utilizes a third party for its core data
processing system.  Outsourced data processing costs are directly related to the
number of  transactions  processed,  which can be  expected  to  increase as the
Company's  business  volumes  grow and new products  such as bill pay,  internet
banking, etc. become more popular and the number of customer accounts increases.

Costs   associated  with  foreclosed  and  repossessed   asset   management  and
disposition  decreased $94,000 in 2000, a reflection of low nonperforming  asset
balances (see  "Nonperforming  Assets").  Legal and professional  fees decreased
$395,000 or 25.1 percent from last year. Most of this decrease was related to an
expense  in 1999 for hiring an outside  consulting  service to partner  with the
Company in assessing a number of internal processes for overhead improvement and
revenue enhancement.

A modest growth of $262,000 or 0.7 percent in noninterest  expenses was recorded
in 1999. Salary expenses declined 1.2 percent, but the decrease was much larger,
as the Company exceeded certain profit  performance  measures which necessitated
the payment of salary incentives.  In addition,  employee benefits were $679,000
or 21.8 percent higher, reflecting increased profit sharing benefits.


Outsourced  data  processing  expenses  increased  in 1999 by 28.3  percent as a
result of the full-year impact of the complete outsourcing of the Company's main
data  processing  systems in September  1998. Some of the decline in salaries in
1999 occurred due to the elimination of the in-house data processing  department
as a result  of this  decision.  Marketing  expenses  declined  in 1999 with the
completion of the aggressive  branch expansion  started in 1997 and completed in
1998. Legal and professional fees increased $543,000 or 52.8 percent in 1999 and
were related to the outside  consulting  services for overhead  improvements and
revenue enhancement.

TABLE 7:

Noninterest Expenses
(Dollars in thousands)

                                        Year Ended                 % Change
                                        ----------                 --------
                                 2000      1999      1998         00/99  99/98
                                 ----      ----      ----         -----  -----
Salaries and wages             $13,077    $13,882   $14,046       (5.8)%  (1.2)%
Pension and other employee
 benefits                        3,177      3,798     3,119      (16.4)   21.8
Occupancy                        3,343      3,135     3,129        6.6     0.2
Furniture and equipment          2,108      2,037     2,436        3.5   (16.4)
Outsourced data processing
  Costs                          4,106      3,696     2,881       11.1    28.3
Marketing                        1,717      1,653     1,964        3.9   (15.8)
Legal and professional fees      1,177      1,572     1,029      (25.1)   52.8
FDIC assessments                   184        146       135       26.0     8.1
Foreclosed and repossessed
 asset management and
 dispositions                       91        185       298      (50.8) (37.9)
Amortization of intangibles        636        671       671       (5.2)   0.0
Other                            5,261      5,208     6,013        1.0  (13.4)
                                 -----      -----     -----
Total                          $34,877    $35,983   $35,721       (3.1)%  0.7%
                               =======    =======   =======

INCOME TAXES
- ------------
Income taxes as a percentage  of income before taxes were 38.8 percent for 2000,
37.7  percent  for 1999,  and 37.0  percent  for  1998.  The  increase  in rates
year-to-year  can be attributed to higher state income taxes,  a result of lower
tax credit,  lower tax exempt income,  and the Company's  effective  federal tax
rate increasing due to adjusted income before taxes exceeding $18 million.

The Company  has  deferred  tax  assets,  for which no  valuation  allowance  is
required,  because  the  majority  of the asset is deemed  to be  temporary  and
sufficient taxable income exists in the carry-back years to recover the asset.


FINANCIAL CONDITION
- -------------------
Total assets  increased  $70,341,000  or 6.5 percent to  $1,151,373,000  in 2000
after decreasing  $11,198,000 or 1.0 percent to $1,081,032,000 in 1999. In part,
the  decrease  in 1999  resulted  from the  Company  allowing  higher  rate time
deposits to decline as loan growth slowed in the second half of 1999.


CAPITAL RESOURCES
- -----------------
Table 8 summarizes  the  Company's  capital  position and selected  ratios.  The
Company's ratio of shareholders' equity to period end assets was 7.32 percent at
December 31, 2000,  compared with 7.13 percent one year  earlier.  The Company's
practice of buying back  outstanding  shares of its Class A Common stock affects
this ratio. The cost of repurchased shares totaled $3,242,000 for 2000, compared
to $5,076,000 a year ago.




TABLE 8:

Capital Resources
(Dollars in thousands)

December 31                         2000       1999     1998
- --------------------------------------------------- --------
TIER 1 CAPITAL
  Common stock                  $    518   $    518 $    518
  Additional paid in capital      27,831     27,785   27,439
  Retained earnings               72,562     66,174   59,738
  Treasury stock                 (14,470)   (11,640)  (8,806)
  Valuation allowance               (173)      (849)    (627)
  Intangibles                     (3,432)    (4,021)  (4,652)
                                   -----      -----    -----
TOTAL TIER 1 CAPITAL              82,836     77,967   73,610

TIER 2 CAPITAL
  Allowance for loan losses,
   as limited                      7,218      6,870    6,343
                                   -----      -----    -----
TOTAL TIER 2 CAPITAL               7,218      6,870    6,343
                                   -----      -----    -----
TOTAL RISK-BASED CAPITAL        $ 90,054   $ 84,837 $ 79,953
                                ========    =======  =======
Risk weighted assets            $741,590   $693,016 $665,913
                                ========   ======== ========

Tier 1 risk based capital
 ratio                             11.17%     11.25%   11.05%

Total risk based capital ratio     12.14      12.24    12.01

    Regulatory minimum              8.00       8.00     8.00

Tier 1 capital to adjusted
 total assets                       7.44       7.32     7.10

     Regulatory minimum             4.00       4.00     4.00

Shareholders' equity to assets      7.32       7.13     7.18

Average shareholders' equity
 to average total assets            7.76       7.57     8.39


LOAN PORTFOLIO
- --------------
Table 9 shows total loans (net of unearned  income) by category  outstanding  at
the indicated dates.

Total loans increased $66,382,000 or 8.5 percent in 2000 compared to $76,614,000
or 10.9 percent in 1999.  During 2000,  the Company sold $13.3  million in fixed
rate residential  loans to manage interest rate risk,  compared to $28.0 million
in 1999 and $81.0  million in 1998.  In addition,  $26.2 million in marine loans
produced by Seacoast  Marine  Finance  (newly opened in 2000) were sold to other
financial institutions.

At  December  31,  2000,  the  Company's   mortgage  loan  balances  secured  by
residential  properties amounted to $467,437,000 or 55.3 percent of total loans.
The next  largest  concentration  was loans  secured by  commercial  real estate
totaling  $190,348,000 or 22.5 percent. Most of the commercial real estate loans
were  made to  local  businesses  and  professionals  and are  secured  by owner
occupied properties. Loans and commitments for 1-4 family residential properties
and  commercial  real  estate are  generally  secured  with first  mortgages  on
property,  with the loan to fair value of the property not  exceeding 80 percent
on the date the loan is made. The Company was also a creditor for consumer loans
to  individual   customers   (primarily  secured  by  motor  vehicles)  totaling
$90,744,000 and real estate  construction  loans totaling  $42,633,000 (of which
approximately $16.7 million was secured by residential properties).

The Treasure Coast is a residential  community with commercial activity centered
in retail and  service  businesses  serving  the local  residents  and  seasonal
visitors. Therefore, real estate mortgage lending is an important segment of the
Company's lending  activities.  Exposure to market interest rate volatility with
respect to mortgage  loans,  is managed by  attempting to match  maturities  and
repricing  opportunities  for assets  against  liabilities,  when  possible.  At
December 31,  2000,  approximately  $193 million or 41 percent of the  Company's
mortgage loan balances secured by residential properties were adjustable.

Of the approximate $90 million of new residential  loans originated in 2000, $59
million were adjustable  rate and $31 million were fixed rate.  Loans secured by
residential  properties having fixed rates totaled approximately $274 million at
December 31, 2000, of which 15- and 30-year mortgages totaled approximately $114
million and $110  million,  respectively.  Remaining  fixed rate  balances  were
comprised of home improvement loans with maturities less than 15 years.

The Company's  historical  net charge offs for  residential  loans has been low,
totaling $45,000 for the year 2000. The Company established new mortgage banking
relationships  in 2000 and expects to sell a larger  portion of its  residential
mortgage production in 2001.

Fixed rate and  adjustable  rate loans secured by  commercial  real estate total
approximately $117 million and $74 million, respectively, at December 31, 2000.

Commercial lending activities are directed  principally towards businesses whose
demand for funds are  within  the  Company's  lending  limits,  such as small to
medium  sized  professional  firms,  retail  and  wholesale  outlets,  and light
industrial and manufacturing  concerns.  Such businesses  typically are smaller,
often have short operating  histories and do not have the  sophisticated  record
keeping  systems  of larger  entities.  Most of such  loans are  secured by real
estate used by such businesses, although certain lines are unsecured. Such loans
are subject to the risks inherent to lending to small to medium sized businesses
including the effects of a sluggish local economy,  possible  business  failure,
and  insufficient  cash flows. The Company's  commercial loan portfolio  totaled
$39,465,000 at December 31, 2000 compared to $33,119,000 at December 31, 1999.

The Company  makes a variety of consumer  loans,  including  installment  loans,
loans for automobiles,  boats, home improvements, and other personal, family and
household purposes,  and indirect loans through dealers to finance  automobiles.
Most consumer loans are secured.

Second  mortgage  loans and home equity lines are  extended by the  Company.  No
negative  amortization  loans or lines are offered at the present time. Terms of
second mortgage loans include fixed rates for up to 10 years on smaller loans of
$30,000 or less.  Such loans are sometimes made for larger  amounts,  with fixed
rates, but with balloon payments upon maturities, not exceeding five years.

At  December  31,  1999,  the  Company's   mortgage  loan  balances  secured  by
residential  properties amounted to $445,468,000 or 57.2 percent of total loans.
The next largest  concentration  was mortgages secured by commercial real estate
totaling  $178,004,000 or 22.9 percent.  Consumer loans to individual  customers
(primarily  secured  by motor  vehicles)  totaled  $78,013,000  in 1999 and real
estate  construction  loans totaled  $42,899,000 (of which  approximately  $20.8
million was secured by residential properties).

Loans secured by residential properties having fixed rates totaled approximately
$268 million at December 31, 1999,  of which 15- and 30-year  mortgages  totaled
approximately $125 million and $105 million, respectively.  Remaining fixed rate
balances were comprised of home  improvement  loans with maturities less than 15
years.



TABLE 9:

Loans Outstanding
(Dollars in thousands)

December 31                   2000       1999      1998      1997      1996
- -----------                   ----       ----      ----      ----      ----
Real estate mortgage       $671,424   $623,472  $574,895  $492,410  $448,680
Real estate construction     42,633     42,899    22,877    16,363    18,458
Commercial and financial     39,465     33,119    31,908    31,239    35,459
Installment loans to
 individuals                 90,744     78,013    71,506    73,673    73,224
Other loans                     280        661       364       245       503
                                ---        ---       ---       ---       ---
Total                      $844,546   $778,164  $701,550  $613,930  $576,324
                           =========  ========  ========  ========  ========

TABLE 10:

Loan Maturity Distribution
(Dollars in thousands)
                          Commercial,
                          Financial &   Real Estate
December 31, 2000         Agricultural  Construction     Total
- -----------------------   ------------- ------------- ---------

In one year or less           $12,231       $41,568    $53,799
After one year but
 within five years:
 Interest rates are
  floating or
  adjustable                    4,636           678      5,314
 Interest rates are fixed      13,927           387     14,314

In five years or more:
 Interest rates are
  floating or
  adjustable                    1,778             0      1,778
 Interest rates are fixed       6,893             0      6,893
                                -----             -      -----
Total                         $39,465       $42,633    $82,098
                              =======       =======    =======

ALLOWANCE FOR LOAN LOSSES
- -------------------------
Table 11 provides  certain  information  concerning the Company's  allowance for
loan losses for the years indicated.

The allowance for loan losses totaled $7,218,000 at December 31, 2000,  $348,000
higher than one year  earlier.  The allowance for loan losses as a percentage of
nonaccrual  loans was 343.9  percent at  December  31,  2000,  compared to 285.4
percent at December 31, 1999.  The model utilized to analyze the adequacy of the
allowance  for loan losses takes into  account  such factors as credit  quality,
internal  controls,  audit results,  staff turnover,  local market economics and
loan growth. The resulting lower allowance level necessitated is also reflective
of the bank's  favorable and consistent delinquency  trends and historical loss
performance.  These performance  results are attributed to  conservative,  long-
standing and consistently applied loan credit policies and to a knowledgeable,
experienced and stable staff. In 2000, net charge offs totaled only $252,000,
compared to $133,000 a year ago.

Table 12 summarizes the Company's allocation of the allowance for loan losses to
each type of loan and information regarding the composition of the loan port-
folio at the dates indicated.

The  allowance  for loan losses  represents  management's  estimate of an amount
adequate  in  relation  to the  risk  of  future  losses  inherent  in the  loan
portfolio.  In its  continuing  evaluation  of the  allowance  and its adequacy,
management  considers,  among other factors, the Company's loan loss experience,
the amount of past due and nonperforming loans, current and anticipated economic
conditions,  and the values of certain loan  collateral,  and other assets.  The
size of the allowance  also  reflects the large amount of permanent  residential
loans held by the Company whose historical  charge offs and  delinquencies  have
been superior by any comparison.

Concentration  of credit risk,  discussed  on pages 20-21 of this discussion and
analysis,  may  affect  the  level of the  allowance.  Concentrations  typically
involve loans to one  borrower,  an  affiliated  group of  borrowers,  borrowers
engaged in or dependent  upon the same industry,  or a group of borrowers  whose
loans are predicated on the same type of collateral.  The Company's  significant
concentration  of credit is a collateral  concentration of loans secured by real
estate.  At December 31, 2000,  the Company had $700 million in loans secured by
real estate, representing 82.9 percent of total loans, down from 85.6 percent at
December  31,  1999.  In  addition,  the  Company  is  subject  to a  geographic
concentration  of credit because it operates in southeastern  Florida.  Although
not material  enough to constitute a significant  concentration  of credit risk,
the Company  has  meaningful  credit  exposure  to real  estate  developers  and
investors.  Levels  of  exposure  to  this  industry  group,  together  with  an
assessment of current  trends and expected  future  financial  performance,  are
carefully  analyzed in order to determine an adequate  allowance level.  Problem
loan  activity for this  exposure  needs to be  evaluated  over the long term to
include all economic cycles when determining an adequate allowance level.

While it is the  Company's  policy to charge off in the current  period loans in
which a loss is considered probable, there are additional risks of future losses
which  cannot be  quantified  precisely or  attributed  to  particular  loans or
classes of loans.  Because  these risks include the state of the economy as well
as  conditions  affecting  individual  borrowers,  management's  judgment of the
allowance  is  necessarily  approximate  and  imprecise.  It is also  subject to
regulatory  examinations and determinations as to adequacy,  which may take into
account such factors as the methodology used to calculate the allowance for loan
losses and the size of the allowance for loan losses in comparison to a group of
peer companies identified by the regulatory agencies.

The  unprecedented  strong economic growth over the last five years has resulted
in improved  credit  quality  measures  for the  Company and the entire  banking
industry.  At December 31, 2000,  the Company's  allowance  equated to 8.8 times
average charge offs for the last three years. In contrast, the allowance equated
to  approximately  two  times  charge  offs in the  early  1990's  when  Florida
experienced a real estate economic decline.

In assessing the adequacy of the allowance,  management relies  predominantly on
its ongoing review of the loan portfolio,  which is undertaken both to ascertain
whether  there are  probable  losses which must be charged off and to assess the
risk  characteristics  of the portfolio in the aggregate.  This review considers
the judgments of  management,  and also those of bank  regulatory  agencies that
review the loan portfolio as part of their regular examination process.



TABLE 11:

Summary of Loan Loss Experience
(Dollars in thousands)

Year Ended December 31            2000      1999      1998      1997      1996
- ----------------------            ----      ----      ----      ----      ----
Allowance for loan losses
  Beginning balance             $6,870    $6,343    $5,363    $5,657    $4,893
  Provision for loan losses        600       660     1,710       913     1,090
    Charge offs:
     Commercial and
      financial                     98         2       112       443        80
     Consumer                      432       458       901       936       525
     Commercial real estate         35        46       137       137        36
     Residential real
      estate                        78       120        42        38        84
                                    --       ---        --        --        --
Total Charge Offs                  643       626     1,192     1,554       725

  Recoveries:
     Commercial and
      financial                     93       111       117        76        72
     Consumer                      226       230       211       197       236
     Commercial real estate         39       136       109        63        91
     Residential real estate        33        16        25        11         0
                                    --        --        --        --         -
Total Recoveries                   391       493       462       347       399
                                   ---       ---       ---       ---       ---
Net loan charge offs               252       133       730     1,207       326
                                   ---       ---       ---     -----       ---
Ending Balance                  $7,218    $6,870    $6,343    $5,363    $5,657
                                ======    ======    ======    ======    ======

Loans outstanding at end of
 year*                        $844,546  $778,164  $701,550  $613,930  $576,324
Ratio of allowance for loan
 losses to loans outstanding
 at end of year                   0.85%     0.88%     0.90%     0.87%    0.98%
Daily average loans
 outstanding*                 $820,429  $743,010  $669,417  $595,884 $538,330
Ratio of net charge offs to
 average loans outstanding        0.03%     0.02%     0.11%     0.20%    0.06%

* Net of unearned income.

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

TABLE 12:

ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands)
                                       Allowance Amount
December 31             2000      1999      1998      1997      1996
- -----------             ----      ----      ----      ----      ----
Commercial and
  financial loans     $  844    $  677    $  576    $  363    $  665
Real estate loans      4,970     4,913     4,464     3,347     3,681
Installment loans      1,404     1,280     1,303     1,653     1,311
                       -----     -----     -----     -----     -----
     Total            $7,218    $6,870    $6,343    $5,363    $5,657
                      ======    ======    ======    ======    ======


                     Percent of Loans in Each Category to Total Loans
December 31             2000      1999      1998      1997      1996
- -----------             ----      ----      ----      ----      ----
Commercial and
  financial loans        4.7%      4.3%      4.6%      5.1%      6.2%
Real estate loans       84.6      85.6      85.3      82.9      81.1
Installment loans       10.7      10.1      10.1      12.0      12.7
                        ----      ----      ----      ----      ----
     Total             100.0%    100.0%    100.0%    100.0%    100.0%
                       =====     =====     =====     =====     =====




NONPERFORMING ASSETS
- --------------------
Of the $2,099,000 in nonaccrual  loans at December 31, 2000, a total of $775,000
were  performing;  however,  the Company has  determined  that the collection of
principal or interest in  accordance  with the  original  terms of such loans is
uncertain and has placed such loans on nonaccrual status. Of the amount reported
in  nonaccrual  loans at  December  31,  2000,  93 percent is secured  with real
estate.  Management does not expect  significant  losses, for which an allowance
for loan losses has not been provided,  associated with the ultimate realization
of these  assets.  Other real estate owned at December 31, 2000 was comprised of
three properties,  totaling  $346,000,  representing 75 percent or less of their
fair market value.

Nonperforming assets are subject to changes in the economy,  both nationally and
locally,  changes in monetary  and fiscal  policies,  and changes in  conditions
affecting various borrowers from the Company's subsidiary bank. No assurance can
be given  that  nonperforming  assets  will not in fact  increase  or  otherwise
change.  A similar  judgmental  process is involved in the  methodology  used to
estimate and establish the Company's allowance for loan losses.


TABLE 13:

Nonperforming Assets
(Dollars in thousands)

December 31                      2000     1999     1998     1997     1996
- -----------                      ----     ----     ----     ----     ----
Nonaccrual loans (1)           $2,099   $2,407   $2,418   $2,254   $2,299
Renegotiated loans                  0        0        0        0        0
Other real estate owned           346      339      288      536    1,064
                                  ---      ---      ---      ---    -----
Total Nonperforming Assets     $2,445   $2,746   $2,706   $2,790   $3,363
                               ======   ======   ======   ======   ======
Amount of loans outstanding
 at end of year (2)          $844,546 $778,164 $701,550 $613,930 $576,324
Ratio of total nonperforming
 assets to loans outstanding
 and other real estate owned
 at end of period                0.29%    0.35%    0.39%    0.45%    0.58%
Accruing loans past due
 90 days or more                 $108     $498     $329     $478      $59
- -----------------

(1)  Interest  income  that  could have been  recorded  during  2000  related to
nonaccrual  loans was $241, none of which was included in interest income or net
income. All nonaccrual loans are secured.
(2) Net of unearned income.


LIQUIDITY MANAGEMENT

Contractual  maturities for assets and  liabilities are reviewed to meet current
and future liquidity  requirements.  Sources of liquidity,  both anticipated and
unanticipated,  are  maintained  through a portfolio of high quality  marketable
assets, such as residential mortgage loans,  investment securities,  and federal
funds sold. The Company has access to federal funds and FHLB lines of credit and
is able to provide  short term  financing of its  activities  by selling,  under
agreement to  repurchase,  United States  Treasury  securities and securities of
United States Government  agencies and corporations not pledged to secure public
deposits or trust funds.  At December 31, 2000, the Company had available  lines
of credit of $130,500,000.  At December 31, 2000, the Company had $63,195,000 of
United States  Treasury and Government  agency  securities  and mortgage  backed
securities  not pledged and available for use under  repurchase  agreements.  At
December  31,  1999,  the  amount of  securities  available  and  unpledged  was
$59,695,000.

Liquidity,  as  measured  in the  form of cash  and  cash  equivalents,  totaled
$72,505,000 at December 31, 2000,  compared to $59,942,000 at December 31, 1999.
Cash and  equivalents  vary with  seasonal  deposit  movements and are generally
higher in the winter  than in the summer,  and vary with the level of  principal
repayments occurring in the Company's  investment  securities portfolio and loan
portfolio.

DEPOSITS AND BORROWINGS

Total deposits increased  $51,129,000 or 5.6 percent to $957,089,000 at December
31,  2000,  compared  to one year  earlier.  In  comparison  to  1998,  deposits
increased  only  $758,000  in 1999 to  $905,960,000.  During  2000,  lower  cost
interest  bearing deposits (NOW,  savings and money market  deposits)  increased
$1,653,000 or 0.4 percent to $380,791,000, while all other deposits (exclusively
certificates of deposit) grew $30,238,000 or 7.8 percent to  $416,523,000.  This
increase  reflects the higher  interest  rate  environment  in 2000 and customer
desire to invest in higher yielding certificates of deposit. Noninterest bearing
demand deposits increased $19,238,000 or 13.7 percent to $159,775,000.



Repurchase agreement balances declined $1,944,000 in 2000, compared to a decline
of  $10,794,000  in 1999.  Repurchase  agreements  are offered by the  Company's
subsidiary bank to select customers who wish to sweep excess balances on a daily
basis for investment purposes.

Other  borrowings  increased  $15,030,000  to  $40,000,000 at December 31, 2000,
reflecting  funding of $25.0 million obtained through the FHLB for a term of two
years at 6.99 percent in mid-March 2000 and the termination (call) of $9,970,000
at 5.40 percent by DLJ at the end of August 2000.  In December  2000,  the $25.0
million  borrowing was restructured to a three year term at 6.55 percent.


Table 14:

Maturity of Certificates of Deposit of $100,000 or More
(Dollars in thousands)

                                % of                % of
December 31          2000      Total      1999     Total
- ------------------ --------- ---------- -------------------
Maturity Group:
  Under 3 months   $13,840      15.0%   $18,185     19.9%
  3 to 6 months     17,973      19.5     18,343     20.0
  6 to 12 months    24,395      26.4     31,911     34.8
  Over 12 months    36,075      39.1     23,163     25.3
                   -------     -----     ------    ------
Total              $92,283     100.0%   $91,602    100.0%
                   =======    ======    =======    =====


EFFECTS ON INFLATION AND CHANGING PRICES
- ----------------------------------------
The financial  statements and related  financial data presented herein have been
prepared in accordance  with generally  accepted  accounting  principles,  which
require the measurement of financial  position and operating results in terms of
historical dollars, without considering changes in the relative purchasing power
of money, over time, due to inflation.

Unlike most industrial companies, virtually all of the assets and liabilities of
a financial institution are monetary in nature. As a result, interest rates have
a more  significant  impact on a financial  institution's  performance  than the
general levels of inflation.  However, inflation affects financial institutions'
increased  cost of  goods  and  services  purchased,  the cost of  salaries  and
benefits,  occupancy expense, and similar items. Inflation and related increases
in interest rates  generally  decrease the market value of investments and loans
held and may adversely  affect  liquidity,  earnings and  stockholders'  equity.
Mortgage  originations and refinancings tend to slow as interest rates increase,
and likely will  reduce the  Company's  earnings  from such  activities  and the
income from the sale of residential mortgage loans in the secondary market.

SECURITIES

Information relating to yields,  maturities,  carrying values, market values and
unrealized gains (losses) of the Company's securities is set forth in Table 15.

At December 31, 2000, the Company had  $182,230,000  of securities held for sale
or 87.5 percent of total securities  compared to $204,287,000 or 92.1 percent at
December 31, 1999.  Total  securities  decreased  $13,554,000  or 6.1 percent in
2000. These proceeds were used to fund loan growth.

Management  controls  the  Company's  interest  rate risk by  maintaining  a low
average  duration for the  securities  portfolio and with  securities  returning
principal monthly which can be reinvested.  The average life of the portfolio at
December 31, 2000 was 3.4 years compared to 2.9 years in 1999.

At December 31, 2000, the Company had unrealized net losses of $3,372,000 or 1.6
percent of amortized  cost.  At December 31,  1999,  unrealized  net losses were
$8,047,000.  The Federal Reserve increased rates 75 basis points in 1999 and 100
basis points in 2000.  The  increases  only effected  short term rates,  and the
yield curve inverted, resulting in appreciation of market value.

Company management  considers the overall quality of the securities portfolio to
be high. No securities  are held which are not traded in liquid  markets or that
meet the Federal Financial Institution Examination Counsel (FFIEC) definition of
a high risk investment.



TABLE 15:

Investment Securities Yield, Maturity and Market Value
(Dollars in thousands)
                                    U.S. Treasury and U.S.
                                     Government Agencies
- -------------------------------- ----------------------------
                                 Amortized Market   Weighted
                                   Cost     Value     Yield
- -------------------------------- ------------------ ---------
Maturity at December 31,2000
Held for Sale:
  Within one year                $     996 $    995     6.26%
  One to five years                 20,000   19,773     5.71%
  Five to ten years
  Over ten years
  No contractual maturity
                                 --------- -------- ---------
Total Value                      $  20,996 $ 20,768     5.73%
                                 ========= ======== =========
Held for Investment:
  Within one year
  One to five years
  Five to ten years
  Over ten years
                                 --------- -------- ---------
Total Value                             $0       $0        0%
                                 ========= ======== =========
Maturity at December 31, 1999
Held for Sale                     $ 30,012 $ 28,678     5.76%
                                 ========= ======== =========
Held for Investment               $      0 $      0        0%
                                 ========= ======== =========

- -----------------------------------
Investment Securities Yield, Maturity and Market Value (con't)
(Dollars in thousands)
                                  Mortgage Backed Securities
                                           (Fixed)
- -------------------------------- ----------------------------
                                 Amortized Market   Weighted
                                   Cost     Value     Yield
- -------------------------------- ------------------ ---------
Maturity at December 31, 2000
Held for Sale:
  Within one year                 $  8,468 $  8,405     5.64%
  One to five years                 92,947   90,448     6.21%
  Five to ten years                 20,385   20,131     6.82%
  Over ten years
  No contractual maturity
                                 --------- -------- ---------
     Total Value                  $121,800 $118,984     6.27%
                                 ========= ======== =========
Held for Investment
  Within one year                 $     72 $     75     6.92%
  One to five years                  4,853    4,926     6.93%
  Five to ten years                    170      174     8.39%
  Over ten years
                                 --------- -------- ---------
     Total Value                  $  5,095 $  5,175     6.98%
                                 ========== ======= =========
Maturity at December 31, 1999
Held for Sale                     $135,047 $129,016     6.05%
                                 ========== ======= =========
Held for Investment               $  6,358 $  6,339     6.91%

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



Investment Securities Yield, Maturity and Market Value (con't)
(Dollars in thousands)
                                  Mortgage Backed Securities
                                         (Adjustable)
- -------------------------------- ----------------------------
                                 Amortized Market   Weighted
                                   Cost     Value     Yield
- -------------------------------- ------------------ ---------
Maturity at December 31, 2000
Held for Sale:
  Within one year                  $ 1,845  $ 1,832     6.49%
  One to five years                  2,168    2,133     6.45%
  Five to ten years                  3,331    3,186     5.13%
  Over ten years                       475      485     7.81%
  No contractual maturity
                                 --------- -------- ---------
Total Value                        $ 7,819  $ 7,636     5.98%
                                 ========= ======== =========
Held for Investment:
  Within one year
  One to five years                $ 6,368  $ 6,319     7.76%
  Five to ten years                  8,065    8,068     8.04%
  Over ten years
                                 ---------  -------     -----
Total Value                        $14,433  $14,387     7.92%
                                 =========  =======     =====

Maturity at December 31, 1999
Held for Sale                      $ 8,275  $ 7,986     5.80%
                                   =======  =======     =====
Held for Investment                $ 2,069  $ 2,046     5.93%

- --------------------------------
Investment Securities Yield, Maturity and Market Value (con't)
(Dollars in thousands)
                                  Obligations of States and
                                  Political Subdivisions (1)
- -------------------------------- ----------------------------
                                 Amortized Market   Weighted
                                   Cost     Value     Yield
- -------------------------------- ------------------ ---------
Maturity at December 31, 2000
Held for Sale:
  Within one year
  One to five years
  Five to ten years
  Over ten years
  No contractual maturity
                                   -------  -------       ---
Total Value                        $     0  $     0        0%
                                   =======  =======     =====
Held for Investment:
  Within one year                  $ 1,941  $ 1,949     8.35%
  One to five years                  3,260    3,324     8.08%
  Five to ten years                  1,213    1,243     7.72%
  Over ten years
                                   -------  -------     -----
Total Value                        $ 6,414  $ 6,516     8.09%
                                   =======  =======     =====
Maturity at December 31, 1999
Held for Sale                      $     0       $0        0%
                                 ========== ======= =========
Held for Investment                $ 8,912  $ 8,979     8.51%
                                 ========== ======= =========

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


Investment Securities Yield, Maturity and Market Value (con't)
(Dollars in thousands)
                                        Mutual Funds
- -------------------------------- ----------------------------
                                 Amortized Market   Weighted
                                   Cost     Value     Yield
- -------------------------------- ------------------ ---------
Maturity at December 31, 2000
Held for Sale:
  Within one year
  One to five years
  Five to ten years
  Over ten years
  No contractual maturity          $23,881  $23,662     6.35%
                                   -------  -------     ----
Total Value                        $23,881  $23,662     6.35%
                                   =======  =======     ====
Held for Investment:
  Within one year
  One to five years
  Five to ten years
  Over ten years
                                   -------  -------     ----
Total Value                        $    0   $     0        0%
                                   =======  =======     ====
Maturity at December 31, 1999
Held for Sale                      $23,881  $23,477     5.25%
                                   =======  =======     =====
Held for Investment                $     0  $     0        0%
                                   =======  =======     =====

(1) On a fully taxable equivalent basis.

- ---------------------------------
Investment Securities Yield, Maturity and Market Value (con't)
(Dollars in thousands)
                                            Other (1)
- -------------------------------- ----------------------------
                                 Amortized Market    Weighted
                                   Cost     Value     Yield
- -------------------------------- ------------------ ---------
Maturity at December 31, 2000
Held for Sale:
  Within one year
  One to five years
  Five to ten years
  Over ten years
  No contractual maturity           $7,734   $7,672     7.02%
                                    ------   ------     ----
Total Value                         $7,734   $7,672     7.02%
                                    ======   ======     ====
Held for Investment:
  Within one year
  One to five years
  Five to ten years
  Over ten years
                                    ------   ------     ----
Total Value                         $    0   $    0        0%
                                    ======   ======     ====
Maturity at December 31, 1999
Held for Sale                       $7,072   $7,058     6.82%
                                    ======   ======     ====
Held for Investment                 $  100   $  100     8.13%
                                    ======   ======     ====

(1) On a fully taxable equivalent basis.


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


Investment Securities Yield, Maturity and Market Value (con't)
(Dollars in thousands)
                                            Total
- -------------------------------- -----------------------------
                                 Amortized  Market    Weighted
                                   Cost     Value     Yield
- -------------------------------- ------------------- ---------
Maturity at December 31, 2000
Held for Sale:
  Within one year                 $ 11,309 $ 11,232      5.83%
  One to five years                115,115  112,354      6.13%
  Five to ten years                 23,716   23,317      6.58%
  Over ten years                       475      485      7.81%
  No contractual maturity           31,615   31,334      6.51%
                                  -------- --------      -----
Total Value                       $182,230 $178,722      6.24%
                                  ======== ========      =====
Held for Investment:
  Within one year                 $  2,013 $  2,024      8.29%
  One to five years                 14,481   14,569      7.56%
  Five to ten years                  9,448    9,485      8.00%
  Over ten years
                                   -------  -------      -----
Total Value                        $25,942  $26,078      7.78%
                                   =======  =======      =====
Maturity at December 31, 1999
Held for Sale                     $204,287 $196,215      5.93%
                                  ======== ========      =====
Held for Investment               $ 17,439 $ 17,464      7.62%
                                  ======== ========      =====

- ---------------------------------------------------------------
                    December 31, 2000

                                             Gross      Gross
                                Amortized Unrealized  Unrealized
(Dollars in Thousands)           Cost       Gains      Losses
- --------------------------    --------- ----------- ----------
Held for Sale:
U.S. Treasury and U.S.
   Government agencies        $ 20,996         $ 0    $  (228)
Mortgage backed securities:
   Fixed                       121,800           4     (2,820)
   Adjustable                    7,819          14       (197)
Mutual funds                    23,881           0       (219)
Other securities                 7,734           0        (62)
                                 -----            -         -
                              $182,230         $18    $(3,526)
                              ========        =====  ========

Held for Investment:
Mortgage backed securities:
   Fixed                       $ 5,095        $ 84        (4)
   Adjustable                   14,433          29       (75)
Obligations of states and
  political subdivisions         6,414         102         0
Other securities                     0           0         0
                                   ---           -         -
                               $25,942        $215      $(79)
                               =======        ====       ===

- ---(con't)---

                                   December 31, 2000

                                Market       Average Years
(Dollars in Thousands)          Value        to Maturity
- --------------------------    ----------     -----------
Held for Sale:
U.S. Treasury and U.S.
   Government agencies         $ 20,768           2.94
Mortgage backed securities:
   Fixed                        118,984           3.80
   Adjustable                     7,636           4.97
Mutual funds                     23,662             **
Other securities                  7,672              *
                                  -----           ----
                               $178,722           3.23
                              =========           ====

Held for Investment:
U.S. Treasury and U.S.
   Government agencies         $      0
Mortgage backed securities:
   Fixed                          5,175           3.39
   Adjustable                    14,387           5.88
Obligations of states and
  political subdivisions          6,516           2.74
Other securities                      0              *
                                    ---            ---
                               $ 26,078           4.60
                               ========           ====

- ----------
*Other  Securities  excluded  from  calculated  average  for total  securities.
**Contractual  maturity  assumed  to be  immediate  for total  average  years to
maturity calculation




- ----(con't)----

                                     December 31, 1999

                                             Gross      Gross
                                Amortized Unrealized  Unrealized
(Dollars in Thousands)           Cost       Gains      Losses
- --------------------------    --------- ----------- ----------
Held for Sale:
U.S. Treasury and U.S.
   Government agencies        $ 30,012     $     0   $  (1,334)
Mortgage backed securities:
   Fixed                       135,047           8      (6,039)
   Adjustable                    8,275          10        (299)
Mutual funds                    23,881           0        (404)
Other securities                 7,072           0         (14)
                                 -----           -           -
                              $204,287        $ 18   $  (8,090)
                              ========        =====    ========

Held for Investment:
  U.S. Treasury and U.S.
   Government agencies
Mortgage backed securities:
   Fixed                       $ 6,358        $ 49         (68)
   Adjustable                    2,069           6         (29)
Obligations of states and
  political subdivisions         8,912         100         (33)
Other securities                   100           0           0
                                   ---           -           -
                               $17,439        $155        (130)
                               =======        ====        =====


- ---(con't)---

                                    December 31, 1999

                                Market       Average Years
(Dollars in Thousands)          Value        to Maturity
- --------------------------    ----------     -----------
Held for Sale:
U.S. Treasury and U.S.
   Government agencies         $ 28,678          4.01
Mortgage backed securities:
   Fixed                        129,016          3.00
   Adjustable                     7,986          5.88
Mutual funds                     23,477            **
Other securities                  7,058             *
                                  -----          ----
                               $196,215          2.90
                               ========          ====

Held for Investment:
U.S. Treasury and U.S.
   Government agencies
Mortgage backed securities:
   Fixed                       $  6,339          3.31
   Adjustable                     2,046          3.31
Obligations of states and
  political subdivisions          8,979          3.33
Other securities                    100             *
                                    ---           ---
                               $ 17,464          3.32
                               ========          ====

- ----------
*Other Securities excluded from calculated average for total securities.
**Contractual maturity assumed to be immediate for total average years to
maturity calculation.


INTEREST RATE SENSITIVITY

Interest rate exposure is managed by monitoring the relationship between earning
assets and interest bearing  liabilities,  focusing  primarily on those that are
rate sensitive. Rate sensitive assets and liabilities are those that re-price at
market interest rates within a relatively short period, defined here as one year
or less.  The  difference  between  rate  sensitive  assets  and rate  sensitive
liabilities  represents  the Company's  interest  sensitivity  gap, which may be
either  positive  (assets exceed  liabilities) or negative  (liabilities  exceed
assets).

On  December  31,  2000,  the  Company  had a  negative  gap  position  based on
contractual  maturities and prepayment  assumptions  for the next twelve months,
with a negative  cumulative  interest  rate  sensitivity  gap as a percentage of
total earning assets of 25.9 percent.

The Company's  ALCO uses model  simulations  to estimate and manage its interest
rate  sensitivity.  The  Company  has  determined  that an  acceptable  level of
interest rate risk would be for net interest  income to fluctuate no more than 6
percent,  given a change in  interest  rates  (up or down) of 200 basis  points.
Based on the Company's most recent ALCO model  simulations,  net interest income
would  decline 1.8 percent if interest  rates would  immediately  rise 200 basis
points.  It has been the Company's  experience  that  non-maturity  core deposit
balances  are stable and  subjected to limited  repricing  when  interest  rates
increase or decrease within a range of 200 basis points.

The Company does not presently use interest rate protection products in managing
its interest rate sensitivity.


Table 16

INTEREST RATE SENSITIVITY ANALYSIS (1)

(Dollars in thousands)            0-3       4-12       1-5     Over 5
December 31, 2000               Months     Months     Years     Years     Total

Federal funds sold           $  39,000   $      0  $      0  $      0 $   39,000
Securities (2)                  36,184     22,775   133,133    16,080    208,172
Loans (3)                      131,243    170,700   409,567   130,937    842,447
                             ---------   --------  --------  --------  ---------
Earning assets                 206,427    193,475   542,700   147,017  1,089,619
Savings deposits (4)           380,791          0         0         0    380,791
Certificates of deposit         64,614    171,820   180,089         0    416,523
Borrowings                      65,020          0    25,000    15,000    105,020
                             ---------  ---------  --------  --------  ---------
Interest bearing liabilities   510,425    171,820   205,089    15,000    902,334
                             ---------  ---------  --------  --------  ---------
Interest sensitivity gap     $(303,998) $  21,655  $337,611  $132,017 $  187,285
                             ---------   --------  --------  --------  =========
Cumulative gap               $(303,998) $(282,343) $ 55,268  $187,285
                             =========  =========  ========  ========
Ratio of cumulative gap to       (27.9)     (25.9)      5.1      17.2
 total earning assets (%)
Ratio of earning assets to
  interest bearing                40.4      112.6     264.6     980.1
  liabilities (%)

1. The repricing  dates may differ from maturity dates for certain assets due to
   prepayment  assumptions.
2. Securities are stated at amortized cost.
3. Excludes  nonaccrual  loans.
4. This category is comprised of NOW, savings, and money market deposits. If NOW
   and savings deposits  (totaling  $219,678) were deemed to be repriceable in
   "4-12 months," the interest  sensitivity gap and cumulative gap would be
   $84,320,  indicating  7.7% of earning  assets and 71.0% of earning  assets to
   interest  bearing  liabilities  for the "0-3 months" category.



================================================================================
                         SELECTED QUARTERLY INFORMATION
                     Quarterly Consolidated Income Statement
================================================================================




(Dollars in thousands,                          2000 Quarters
 except per share data)                         -------------
                                       Fourth     Third     Second     First
- ------------------------------------ --------- --------- ---------- ---------
Net interest income:
    Interest income                    $20,575   $20,206    $19,896   $19,053
    Interest expense                    10,136     9,920      9,255     8,324
                                     --------- --------- ---------- ---------
    Net interest income                 10,439    10,286     10,641    10,729
Provision for loan losses                  150       150        150       150
                                     --------- --------- ---------- ---------
Net interest income after provision
 for losses                             10,289    10,136     10,491    10,579
Noninterest income:
    Service charges on deposit accounts  1,283     1,269      1,165     1,148
    Trust fees                             672       686        669       677
    Other service charges and fees         391       421        429       412
    Brokerage commissions and fees         485       510        532       894
    Other                                  423       335        437       312
    Securities gains (losses)              (16)        2          1         1
                                     --------- --------- ---------- ---------
    Total noninterest income             3,238     3,223      3,233     3,444

Noninterest expenses:
    Salaries and wages                   3,292     3,173      3,242     3,370
    Employee benefits                      747       694        868       868
    Occupancy                              849       834        827       833
    Furniture and equipment                553       529        506       520
    Outsourced data processing costs     1,006     1,032      1,056     1,012
    Marketing                              448       416        408       445
    Legal and professional fees            321       287        272       297
    FDIC assessments                        46        47         46        45
    Foreclosed and repossessed asset
      management and dispositions            1        42         (1)       49
    Amortization of intangibles            138       162        168       168
    Other                                1,233     1,280      1,349     1,399
                                     --------- --------- ----------- --------
    Total noninterest expenses           8,634     8,496      8,741     9,006
                                     --------- --------- ----------- --------
Income before income taxes               4,893     4,863      4,983     5,017
Provision for income taxes               1,957     1,881      1,920     1,910
                                     --------- --------- ----------- --------
Net income                              $2,936    $2,982     $3,063    $3,107
                                     ========= ========= =========== ========
PER COMMON SHARE DATA
Net income diluted                      $ 0.62    $ 0.62     $ 0.63    $ 0.64
Net income basic                          0.62      0.63       0.64      0.64

Cash dividends declared:
  Class A common stock                    0.28      0.26       0.26      0.26
Market price Class A common stock:
  Low close                             24 1/4    25 1/2     25        24 3/4
  High close                            26 5/8    27 1/8     27 1/4    28 3/4
  Bid price at end of period            26 1/2    26         27        25 3/8



SELECTED QUARTERLY INFORMATION (con't)
- --------------------------------------
                         Quarterly Consolidated Income Statement

                                                   1999 Quarters
                                                   -------------
(Dollars in thousands,
except per share data)                 Fourth     Third   Second     First
- ------------------------------------ --------- --------- -------- ---------
Net interest income:
    Interest income                    $18,567   $18,489  $18,472   $18,023
    Interest expense                     7,955     7,661    7,473     7,373
                                     --------- --------- -------- ---------
    Net interest income                 10,612    10,828   10,999    10,650
Provision for loan losses                  150       150       0        360
                                     --------- --------- -------- ---------
Net interest income after provision
 for losses                             10,462    10,678   10,999    10,290
Noninterest income:
    Service charges on deposit accounts  1,268     1,221    1,189     1,198
    Trust fees                             649       635      608       597
    Other service charges and fees         345       331      386       391
    Brokerage commissions and fees         575       404      653       697
    Other                                  298       229      230       244
    Securities gains (losses)              (19)        9       92       227
                                     --------- --------- -------- ---------
    Total noninterest income             3,116     2,829    3,158     3,354

Noninterest expenses:
    Salaries and wages                   3,271     3,362    3,772     3,477
    Pension and other employee benefits    935       935      954       974
    Occupancy                              820       776      771       768
    Furniture and equipment                500       495      514       528
    Outsourced data processing costs       942       912      876       966
    Marketing                              394       397      411       451
    Legal and professional fees            383       432      380       377
    FDIC assessments                        37        37       36        36
    Foreclosed and repossessed asset
      management and dispositions           18        69       50        48
    Amortization of intangibles            167       168      168       168
    Other                                1,231     1,238    1,307     1,432
                                     --------- ---------  ------- ---------
    Total noninterest expenses           8,698     8,821    9,239     9,225
                                     --------- ---------  ------- ---------

Income before income taxes               4,880     4,686    4,918     4,419
Provision for income taxes               1,839     1,746    1,826     1,708
                                     --------- --------- -------- ---------
Net income                              $3,041    $2,940   $3,092    $2,711
                                     ========= ========= ======== =========
PER COMMON SHARE DATA
Net income diluted                      $ 0.62    $ 0.60   $ 0.63    $ 0.55
Net income basic                          0.63      0.61     0.64      0.55
Cash dividends declared:
  Class A common stock                    0.26      0.24     0.24      0.24
Market price Class A common stock:
  Low close                             27 1/2    28 3/4   26 3/8    26 1/8
  High close                            30 3/8    32 1/2   34 1/2    28 1/4
  Bid price at end of period           28 9/16    29       30 1/2    26 3/4

================================================================================
                         SELECTED QUARTERLY INFORMATION
         Consolidated Quarterly Average Balances, Yields and Rates (1)
================================================================================
                                  2000 QUARTERS

                                          Fourth                  Third
- -------------------------------------------------------------------------------
                                  Average       Yield/      Average     Yield/
                                  Balance        Rate       Balance      Rate
- -------------------------------------------------------------------------------
Assets
Earning Assets
Securities
  Taxable                        $211,108        6.29%     $214,467      6.25%
  Nontaxable                        6,822        7.86         7,427      7.86
                                 --------        ----      --------      ----
Total Securities                  217,930        6.34       221,894      6.30
Federal funds sold and
  other short term investments      8,602        6.52         2,208      6.67
Loans (2)                         837,035        8.10       830,947      8.01
                                 --------        ----      --------      ----
Total Earning Assets            1,063,567        7.72     1,055,049      7.64
Allowance for loan losses          (7,195)                   (7,168)
Cash and due from banks            28,343                    25,409
Bank premises and equipment        16,931                    17,407
Other assets                       14,753                    14,140
                                ---------                 ---------
                               $1,116,399                $1,104,837
                               ==========                ==========
Liabilities and Shareholders' Equity
Interest bearing liabilities
  NOW                             $54,399       1.95%       $50,210      2.20%
  Savings deposits                140,903       3.27        139,691      3.33
  Money market accounts           172,646       2.26        182,605      2.24
  Time deposits                   419,613       6.00        423,163      5.84
  Federal funds purchased and
    other short term borrowings    52,842       5.58         33,185      5.54
 Other borrowings                  40,000       6.60         46,611      6.55
                                   ------       ----         ------      ----
Total Interest Bearing
   Liabilities                    880,403       4.58        875,465      4.51
Demand deposits                   142,591                   137,097
Other liabilities                   6,265                     6,308
                                    -----                     -----
     Total                      1,029,259                 1,018,870
Shareholders' equity               87,140                    85,967
                                   ------                    ------
                               $1,116,399                $1,104,837
                               ==========                ==========
Interest expense as % of earning
assets                                          3.79%                    3.74%
Net interest income as % of
earning assets                                  3.93                     3.90

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



Consolidated Quarterly Average Balances, Yields and Rates (1) (con't)


                                  2000 QUARTERS

                                             Second             First
- -------------------------------------------------------------------------------
                                    Average     Yield/      Average     Yield/
                                    Balance      Rate       Balance      Rate
- -------------------------------------------------------------------------------
Assets
Earning Assets
Securities
  Taxable                          $216,122      6.19%     $214,715      6.11%
  Nontaxable                          7,555      7.89         8,287      8.06
                                  ---------    -------    ---------    ------
Total Securities                    223,677      6.25       223,002      6.18

Federal funds sold and
  other short term investments       11,062      5.96        11,196      5.71
Loans (2)                           821,854      7.98       791,580      7.89
                                  ---------    -------    ---------    ------
Total Earning Assets              1,056,593      7.60     1,025,778      7.50

Allowance for loan losses            (7,103)                 (6,930)
Cash and due from banks              33,790                  33,566
Bank premises and equipment          17,060                  16,693
Other assets                         13,999                  14,310
                                  ---------              -----------
                                 $1,114,339              $1,083,417
                                  =========              ==========

Liabilities and Shareholders' Equity
Interest bearing liabilities
  NOW                               $57,674      1.98%      $61,501      2.01%
  Savings deposits                  139,477      3.28       129,252      2.84
  Money market accounts             190,317      2.09       191,201      1.99
  Time deposits                     407,682      5.60       392,263      5.33
  Federal funds purchased and
    other short term borrowings      28,950      5.20        39,870      4.75
  Other borrowings                   49,970      6.40        31,289      6.21
                                  ---------     -----      --------      ----
Total Interest Bearing
  Liabilities                       874,070      4.26       845,376      3.96
Demand deposits                     149,518                 148,341
Other liabilities                     5,519                   4,993
                                  ---------                 -------
Total                             1,029,107                 998,710

Shareholders' equity                 85,232                  84,707
                                  ---------              ----------
                                 $1,114,339              $1,083,417
                                  =========              ==========
Interest expense as % of earning
  assets                                         3.52%                   3.26%
Net interest income as % of earning
  assets                                         4.08%                   4.24%

(1) The tax equivalent  adjustment is based on a 34% tax rate. All  yields/rates
are calculated on an annualized basis.
(2) Nonaccrual  loans are included in loan balances.  Fees on loans are included
in interest on loans.

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


Consolidated Quarterly Average Balances, Yields and Rates (1) (con't)

                                  1999 QUARTERS

                                           Fourth                 Third
- -------------------------------------------------------------------------------
                                    Average     Yield       Average     Yield
                                    Balance     /Rate       Balance     /Rate
- -------------------------------------------------------------------------------
Assets
Earning Assets
Securities
  Taxable                          $218,751      6.02%     $235,767      6.00%
  Nontaxable                          9,766      8.36        10,537      8.39
                                   --------   -------       -------     -----
Total Securities                    228,517      6.12       246,304      6.10
Federal funds sold and
  other short term investments        3,641      5.34           130      5.25
Loans (2)                           770,054      7.78       754,462      7.79
                                   --------   -------       -------     -----
Total Earning Assets              1,002,212      7.38     1,000,896      7.36
Allowance for loan losses            (6,862)                 (6,733)
Cash and due from banks              42,125                  30,940
Bank premises and equipment          16,794                  17,048
Other assets                         14,403                  15,038
                                  ---------              ----------
                                 $1,068,672              $1,057,189
                                  =========              ==========

Liabilities and Shareholders' Equity
Interest bearing liabilities
  NOW                               $59,254     1.87%      $56,067      1.80%
  Savings deposits                  116,949     2.44       110,156      2.21
  Money market accounts             196,517     2.04       206,049      2.01
  Time deposits                     385,375     5.08       397,206      4.93
  Federal funds purchased and other
     short term borrowings           56,419     4.54        40,094      4.55
  Other borrowings                   24,970     5.80        24,970      5.69
                                     ------     ----        ------      ----
 Total Interest Bearing
     Liabilities                    839,484     3.76       834,542      3.64
Demand deposits                     140,336                135,891
Other liabilities                     6,007                  5,727
                                    -------                -------
      Total                         985,827                976,160
Shareholders' equity                 82,845                 81,029
                                  ---------              ---------
                                 $1,068,672             $1,057,189
                                  =========              =========
Interest expense as % of earning
assets                                          3.15%                   3.04%
Net interest income as % of earning
assets                                          4.23                    4.33

- ------------------------
(1) The tax equivalent adjustment is based on a 34% tax rate.  All
yields/rates are calculated on an annualized basis.
(2) Nonaccrual loans are included in loan balances. Fees on loans
are included in interest on loans.

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

Consolidated Quarterly Average Balances, Yields and Rates (1) (con't)

                              1999 QUARTERS

                                           Second             First
- ----------------------------------------------------------------------------
                                      Average    Yield/    Average    Yield/
                                      Balance     Rate     Balance     Rate
- ----------------------------------------------------------------------------
Assets
Earning Assets
Securities
  Taxable                            $256,076     5.88%   $253,158     5.90%
  Nontaxable                           10,606     8.33      11,312     8.35
Total Securities                      266,682     5.98     264,470     6.01
                                      -------     ----    --------     ----
Federal funds sold and
  other short term investments          5,413     4.74      22,084     4.74
Loans (2)                             737,383     7.86     709,349     7.94
                                      -------     ----     -------     ----
Total Earning Assets                1,009,478     7.35     995,903     7.38
Allowance for loan losses              (6,775)              (6,479)
Cash and due from banks                34,138               33,185
Bank premises and equipment            17,355               17,665
Other assets                           15,055               13,848
                                       ------               ------
                                   $1,069,251           $1,054,122
                                    =========           ==========

Liabilities and Shareholders' Equity
Interest bearing liabilities
  NOW                                 $63,726     1.72%    $68,478     1.69%
  Savings deposits                    108,047     2.16     106,647     2.09
  Money market accounts               211,385     1.97     210,673     1.97
  Time deposits                       410,745     4.86     396,855     5.00
  Federal funds purchased and other
     short term borrowings             25,161     3.86      31,789     3.50
  Other borrowings                     24,970     5.73      24,970     5.73
                                       ------     ----      ------     ----
Total Interest Bearing
  Liabilities                         844,034     3.55     839,412     3.56
Demand deposits                       140,812              129,822
Other liabilities                       5,455                5,876
                                      -------              -------
      Total                           990,301              975,110
Shareholders' equity                   78,950               79,012
                                    ---------              -------
                                   $1,069,251           $1,054,122
                                    =========            =========
Interest expense as % of earning
  assets                                          2.97%               3.00%
Net interest income as % of earning
  assets                                          4.38                4.38%

- ------------
(1) The tax equivalent  adjustment is based on a 34% tax rate. All  yields/rates
are calculated on an annualized basis.
(2) Nonaccrual  loans are included in loan balances.  Fees on loans are included
in interest on loans.



- --------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


MANAGEMENT'S REPORT ON RESPONSIBILITIES FOR FINANCIAL REPORTING
- ---------------------------------------------------------------

Management is responsible for the  preparation  and content of the  accompanying
financial  statements  and the  other  information  contained  in  this  report.
Management  believes  that  the  financial  statements  have  been  prepared  in
conformity with appropriate  generally accepted accounting principles applied on
a consistent basis and present fairly Seacoast Banking  Corporation of Florida's
consolidated  financial condition and results of operations.  Where amounts must
be based on  estimates  and  judgments,  they  represent  the best  estimates of
management.

Management  maintains and relies upon an accounting  system and related internal
accounting  controls  to provide  reasonable  assurance  that  transactions  are
properly  executed and recorded and that the company's  assets are  safeguarded.
Emphasis  is  placed on  proper  segregation  of  duties  and  authorities,  the
development and  dissemination of written policies and procedures and a complete
program  of  internal  audits  and  management  follow-up.   In  recognition  of
cost-benefit  relationships and inherent control  limitations,  some features of
the  control  systems  are  designed  to  detect  rather  than  prevent  errors,
irregularities  and departures from approved policies and practices.  Management
believes the system of controls has  prevented or detected on a timely basis any
occurrences  that could be material to the financial  statements and that timely
corrective actions have been initiated when appropriate.

The accompanying 2000 financial  statements have been audited by Arthur Andersen
LLP, certified public  accountants.  As part of their audit, Arthur Andersen LLP
evaluated the accounting systems and related internal  accounting  controls only
to the extent they deemed necessary to determine their auditing procedures.

Their audit would not  necessarily  disclose  all  internal  accounting  control
weaknesses  because of the limited  purpose of their  evaluation.  Although  the
scope of Arthur  Andersen LLP's audit did not encompass a complete review of and
they have not expressed an opinion on the overall system of internal  accounting
control,  they reported that their evaluation disclosed no conditions which they
consider to be material internal accounting control weaknesses.

The Board of Directors  pursues its oversight  role for  accounting and internal
accounting  control matters through an Audit Committee of the Board of Directors
comprised entirely of outside Directors.  The Audit Committee meets periodically
with management,  internal auditors and independent accountants. The independent
accountants  and  internal  auditors  have  full and free  access  to the  Audit
Committee and meet with it privately,  as well as with  management  present,  to
discuss internal control accounting and auditing matters.




/s/ Dennis S. Hudson, III
- -------------------------
Dennis S. Hudson, III
President and Chief Executive Officer


/s/ William R. Hahl
- -------------------
William R. Hahl
Executive Vice President and Chief Financial Officer


/s/ John R. Turgeon
- -------------------
John R. Turgeon
Senior Vice President and Controller




REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------


Board of Directors and Shareholders
Seacoast Banking Corporation of Florida
Stuart, Florida

We have audited the accompanying consolidated balance sheets of Seacoast Banking
Corporation of Florida (a Florida  corporation)  and subsidiaries as of December
31,  2000  and  1999,  and  the  related  consolidated   statements  of  income,
shareholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 2000. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Seacoast Banking Corporation of
Florida and  subsidiaries  as of December 31, 2000 and 1999,  and the results of
their  operations and their cash flows for each of the three years in the period
ended  December  31,  2000 in  conformity  with  accounting principles generally
accepted in the United States.



Arthur Andersen LLP
West Palm Beach, Florida,
     January 12, 2001.


CONSOLIDATED STATEMENTS OF INCOME

Seacoast Banking Corporation of Florida and Subsidiaries
(Dollars in thousands, except share data)


Year Ended December 31                  2000         1999        1998
- ---------------------------------------------------------------------

Interest on securities
  Taxable                            $13,295      $14,330     $13,562
  Nontaxable                             413          605         704
Interest and fees on loans            65,521       58,243      54,617
Interest on federal funds sold           501          373         876
                                         ---        -----       -----
    Total Interest Income             79,730       73,551      69,759

Interest on deposits                   9,459        7,672       7,254
Interest on time certificates         23,418       19,736      20,603
Interest on borrowed money             4,758        3,054       1,689
                                       -----          ---         ---
    Total Interest Expense            37,635       30,462      29,546
                                      ------       ------      ------

    Net Interest Income               42,095       43,089      40,213
Provision for loan losses                600          660       1,710
                                       -----          ---       -----
    Net Interest Income
     After Provision for
     Loan Losses                      41,495       42,429      38,503

Noninterest income
    Securities gains                     (12)         309         612
    Other                             13,150       12,148      11,775
Noninterest expenses                  34,877       35,983      35,721
                                      ------       ------      ------
    Income Before Income Taxes        19,756       18,903      15,169

Provision for income taxes             7,668        7,119       5,606
                                       -----        -----       -----
    Net Income                       $12,088      $11,784      $9,563
                                     =======      =======     =======
- ---------------------------------------------------------------------
Net income per share common stock
   Diluted                             $2.51        $2.40       $1.84
   Basic                                2.53         2.43        1.88

Average shares outstanding
   Diluted                         4,814,592    4,909,154   5,192,417
   Basic                           4,781,215    4,844,943   5,093,032
- ----------
See notes to consolidated financial statements.


CONSOLIDATED BALANCE SHEETS
Seacoast Banking Corporation of Florida and Subsidiaries

(Dollars in thousands)
December 31                                       2000       1999
- -----------                                       ----       ----
Assets
Cash and due from banks                       $ 33,505   $ 39,992
Federal funds sold                              39,000     19,950
Securities:
  Securities held for sale (at market)         178,722    196,215
  Securities held for investment
  (market values:
   2000 - $26,078 and 1999 - $17,464)           25,942     17,439
                                                ------     ------
     Total Securities                          204,664    213,654

Loans                                          844,546    778,164
Less:  Allowance for loan losses                 7,218      6,870
                                                 -----      -----
     Net Loans                                 837,328    771,294

Bank premises and equipment                     16,633     16,557
Other real estate owned                            346        339
Core deposit intangibles                           654        969
Goodwill                                         2,682      2,982
Other assets                                    16,561     15,295
                                                ------     ------
Total Assets                                $1,151,373 $1,081,032
                                            ==========   ========

Liabilities and Shareholders' Equity
Liabilities
Deposits
  Demand deposits (noninterest
  bearing)                                    $159,775   $140,537
  Savings deposits                             380,791    379,138
  Other time deposits                          324,240    294,683
  Time certificates of $100,000 or more         92,283     91,602
                                                ------     ------
     Total Deposits                            957,089    905,960

Federal funds purchased and securities
  sold under agreement to repurchase,
  maturing within 30 days                       65,020     66,964
Other borrowings                                40,000     24,970
Other liabilities                                5,001      6,027
                                                 -----      -----
                                             1,067,110  1,003,921

Commitments and  Contingencies  (Notes I and N)

Shareholders'  Equity
Preferred stock, par value $1.00
  per share - authorized  1,000,000
  shares,  none issued or outstanding.               0          0

Class A common stock, par value $.10 per share
  (liquidation preference of $2.50 per share)
  authorized 10,000,000 shares, issued 4,824,416
  and outstanding 4,357,813 shares in 2000 and
  4,822,538 and outstanding 4,469,819 shares in
  1999.                                            482        482

Class B common stock, par value $.10 per share
  authorized 810,000 shares, issued and outstanding
  358,710 in 2000 and 360,588 shares in 1999.       36         36

Additional paid-in capital                      27,831     27,785

Retained earnings                               72,562     65,598
Less: Treasury Stock (466,603 shares
   in 2000 and 352,719 shares in 1999),
   at cost.                                    (14,470)   (11,640)
                                               --------    -------
                                                86,441     82,261
Securities valuation allowance                  (2,178)    (5,150)
                                                -------    -------
Total Shareholders' Equity                      84,263     77,111
                                                -------    ------
Total Liabilities and
 Shareholders' Equity                       $1,151,373 $1,081,032
                                            ==========  =========

- ----------
See notes to consolidated financial statements.



CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------
Seacoast Banking Corporation of Florida and Subsidiaries

(Dollars in thousands))
Year Ended December 31                     2000      1999      1998
- ----------------------                     ----      ----      ----
Increase (Decrease) in Cash and
 Cash Equivalents
Cash flows from operating activities
   Interest received                    $78,619   $73,526   $69,675
   Fees and commissions received         12,838    12,541    11,385
   Interest paid                        (37,341)  (30,527)  (29,389)
   Cash paid to suppliers and
    employees                           (34,261)  (33,405)  (31,534)
   Income taxes paid                     (7,566)   (7,315)   (5,074)
                                         ------    ------    ------
Net cash provided by operating
 activities                              12,289    14,820    15,063

Cash flows from investing activities
   Maturities of securities held
    for sale                             19,699    85,078   141,048
   Maturities of securities held
     for investment                       4,848     4,770    15,991
   Proceeds from sale of
    securities held for sale             10,203    60,106   105,989
   Purchase of securities held for
    sale                                 (7,559) (110,258) (302,249)
   Purchase of securities held for
    investment                          (13,357)        0      (989)
   Proceeds from sale of loans           40,012     3,128     8,312
   Net new loans and principal
    repayments                         (107,937)  (77,597)  (85,652)
   Proceeds from sale of other
    real estate owned                       722       676       765
   Additions to bank
    premises and equipment               (2,054)     (804)   (1,636)
   Net change in other assets              (627)       44      (943)
                                        --------    ------- --------
Net cash used in investing
 activities                             (56,050)  (34,857) (119,364)

Cash flows from financing activities

Net increase in deposits                 51,146        744    99,093
Net increase(decrease) in federal
   funds purchased and repurchase
   agreements                            (1,944)   (10,794)   25,646
Net increase in other borrowings         15,030          0    24,970
Exercise of stock options                   236      1,529       748
Treasury stock acquired                  (3,119)    (4,243)   (8,624)
Dividends paid                           (5,025)    (4,695)   (4,530)
                                         -------   -------    -------
Net cash(used in) provided by
    financing activities                 56,324    (17,459)  137,303
                                        -------     ------   -------
Net increase (decrease) in cash
 and cash equivalents                    12,563    (37,496)   33,002

Cash and cash equivalents at
 beginning of year                       59,942     97,438    64,436
                                         ------    -------    ------
Cash and cash equivalents at end
 of year                                $72,505    $59,942   $97,438
                                        =======    =======   =======

- ----------
See Note P for supplemental disclosures.  See notes to consolidated
financial statements.

Consolidated Statements of Shareholders' Equity
- -----------------------------------------------
Seacoast Banking Corporation of Florida and Subsidiaries

                                  Common Stock
                          ----------------------------
                                                         Additional
                                 Class A       Class B      Paid-in
(Dollars in thousands)            Stock         Stock       Capital
- ----------------------           -------       -------   ----------
Balance at December 31, 1997       $479          $38        $27,256

Comprehensive Income:
Net Income
Unrealized losses on securities

Comprehensive Income
Cash Dividends Declared
Exchange of Class B
 common stock for
 Class A common stock                 1           (1)
Treasury stock acquired
 Common stock issued from Treasury:
 For employee benefit plans                                     (2)
 For stock options and awards                                    2
Exercise of stock
 options and warrants                  1                       183
                                   -------      -------   ----------
Balance at December 31, 1998         481          37        27,439

Comprehensive Income:
Net Income
Unrealized losses on securities

Comprehensive Income
Cash Dividends Declared
Exchange of Class B
 common stock for
 Class A common stock                 1          (1)
Treasury stock acquired
 Common stock issued from Treasury:
 For employee benefit plans
 For stock options and awards                                  346
                                  ------        ------      ------
Balance at December 31, 1999        482           36        27,785

Comprehensive Income:
Net Income
Unrealized gains on securities

Comprehensive Income
Cash Dividends Declared
Exchange of Class B
  common stock for
  Class A common stock
Treasury stock acquired
  Common stock issued from Treasury:
  For employee benefit plans
  For stock options and awards                                  46

Balance at December 31, 2000       $482          $36       $27,831
                                    ===          ===       =======
- ----------
See notes to consolidated financial statements.

Consolidated Statements of Shareholders' Equity (con't)


(In thousands of                Retained       Treasury
dollars)                        Earnings          Stock
- --------------------------    ---------- --------------
Balance at December 31, 1997     $54,673       $(1,289)

Comprehensive Income:
Net Income                         9,563
Unrealized losses on securities

Comprehensive Income
Cash Dividends Declared           (4,530)
Exchange of Class B
 common stock for
 Class A common stock
Treasury stock acquired                         (8,957)
Common stock issued
from Treasury:
  For employee benefit plans                       130
  For stock options and awards      (544)        1,310
Exercise of stock options
 and warrants
                                  ------          ----
Balance at December 31, 1998      59,162        (8,806)

Comprehensive Income:
Net Income                        11,784
Unrealized losses on securities

Comprehensive Income
Cash Dividends Declared           (4,695)
Exchange of Class B
 common stock for
 Class A common stock
Treasury stock acquired                         (5,076)
Common stock issued
from Treasury:
  For employee benefit plans                       125
  For stock options and awards      (653)        2,117
                                  ------        ------
Balance at December 31, 1999      65,598       (11,640)

Comprehensive Income:
Net Income                        12,088
Unrealized losses on securities

Comprehensive Income
Cash Dividends Declared           (5,025)
Exchange of Class B
  common stock for Class
  A common stock
Treasury stock acquired                         (3,242)
Common stock issued
from Treasury:
  For employee benefit plans                        72
  For stock options and awards       (99)          340
                                  -------       ------
Balance at December 31, 2000     $72,562      $(14,470)
                                  ======        ======

- ----------
See notes to consolidated financial statements.


Consolidated Statements of Shareholders' Equity (con't)
- -------------------------------------------------------

                                 Securities
                                 Valuation
(In thousands of                   Equity         Comprehensive
dollars)                         (Allowance)         Income
- --------                         -----------         ------
Balance at December 31, 1997         $ (93)

Comprehensive Income:
Net Income                                           $9,563
Unrealized gains on  securities        222              222
                                                      -----
Comprehensive Income                                  9,785
Cash Dividends Declared
Exchange of Class B
 common stock for Class
 A common stock
Treasury stock acquired
Common stock issued
 from Treasury:
  For employee benefit plans
  For stock options and awards
Exercise of stock
 options and warrants               ------
Balance at December 31, 1998           129

Comprehensive Income:
Net Income                                           11,784
Unrealized losses on securities     (5,279)          (5,279)
                                                     ------
Comprehensive Income                                  6,505
Cash Dividends Declared
Exchange of Class B
 common stock for Class
 A common stock
Treasury stock acquired
  Common stock issued from Treasury:
  For employee benefit plans
  For stock options and awards
Exercise of stock
options and warrants                  ----
Balance at December 31, 1999        (5,150)


Comprehensive Income:
Net Income                                           12,088
Unrealized gains on securities       2,972            2,972
                                                     ------
Comprehensive Income                                 15,060
Cash Dividends Declared
Exchange of Class B
 common stock for
 Class A common stock
Treasury stock acquired
  Common stock issued from Treasury:
  For employee benefit plans
  For stock options and awards
Exercise of stock options
  and warrants
Balance at December 31, 2000       $(2,178)
                                   ========

- ----------------------------------------------
See notes to consolidated financial statements.

================================================================================
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================


       Seacoast Banking Corporation of Florida and Subsidiaries


Note A
SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:  The accompanying consolidated financial statements
include  the  accounts  of  the  Company  and  its  wholly  owned  subsidiaries.
Intercompany transactions and balances have been eliminated in consolidation.

Nature of Operations: The company is a single segment bank holding company whose
operations and locations are more fully described on page 13 of this annual
report.

Use of Estimates: The preparation of these financial statements required the use
of  certain  estimates  by  management  in  determining  the  Company's  assets,
liabilities,  revenues  and  expenses.  Actual  results  could differ from those
estimates.

Securities: Securities that may be sold as part of the Company's asset/liability
management or in response to, or in  anticipation  of changes in interest  rates
and resulting  prepayment risk, or for other factors are stated at market value.
Such securities are held for sale with unrealized gains of losses reflected as a
component of  Shareholders'  Equity net of tax. Debt securities that the Company
has the ability and intent to hold to maturity  are carried at  amortized  cost.
Interest income on securities,  including amortization of premiums and accretion
of discounts is recognized using the interest method.

The Company generally anticipates prepayments of principal in the calculation of
the effective yield for collateralized  mortgage obligations and mortgage backed
securities.  The adjusted cost of each specific security sold is used to compute
gains or losses on the sale of securities.

Other Real  Estate  Owned:  Other real  estate  owned  consists  of real  estate
acquired in lieu of unpaid loan balances.  These assets are carried at an amount
equal  to the  loan  balance  prior  to  foreclosure  plus  costs  incurred  for
improvements  to the property,  but no more than the estimated fair value of the
property.

Bank  Premises and  Equipment:  Bank  premises and equipment are stated at cost,
less  accumulated  depreciation  and  amortization.   Depreciation  is  computed
principally  by the straight  line method,  over the  estimated  useful lives as
follows:  building - 25-40  years,  furniture  and  equipment - 3-12 years.

Purchase  Method of  Accounting:  Net assets of  companies  acquired in purchase
transactions  are  recorded at fair value at date of  acquisition.  Core deposit
intangibles  are  amortized  on a straight  line basis  over  estimated  periods
benefited,  not  exceeding 10 years.  Goodwill is  amortized on a straight  line
basis over 15 years.

Mortgage  Servicing  Rights:  The Company  acquires  mortgage  servicing  rights
through  the  origination  of  mortgage  loans,  and  the  Company  may  sell or
securitize  those loans with  servicing  rights  retained.  Under  Statement  of
Financial  Accounting Standards No. 122, the Company allocates the total cost of
the mortgage loans to the mortgage  servicing  rights and the loans (without the
mortgage servicing rights) based on their relative fair values.

The Company  assesses its capitalized  mortgage  servicing rights for impairment
based on the fair value of those  rights.  The  portfolio is  stratified  by two
predominant risk  characteristics:  loan type and fixed versus variable interest
rate.  Impairment,  if any, is recognized through a valuation allowance for each
impaired stratum.  Mortgage servicing rights are amortized in proportion to, and
over the period of, the estimated net future servicing income.

Revenue  Recognition:  Interest  on loans is accrued  based  upon the  principal
amount  outstanding.  The accrual of interest income is discontinued when a loan
becomes 90 days past due as to principal or interest.

When  interest  accruals are  discontinued,  interest  credited to income in the
current year is reversed  and  interest  accrued in the prior year is charged to
the allowance for loan losses.

Management  may elect to continue the accrual of interest when the estimated net
realizable value of collateral is sufficient to cover the principal  balance and
accrued interest.


Provision  for Loan  Losses:  The  provision  for loan  losses  is  management's
judgment of the amount necessary to increase the allowance for loan losses to a
level sufficient to cover losses in the collection of loans.

Net Income Per Share:  Net income per share is based upon the  weighted  average
number  of  shares  of  both  Class A and  Class  B  common  stock  (Basic)  and
equivalents (Diluted) outstanding during the respective years.

Cash Flow Information:  For the purposes of the consolidated  statements of cash
flows,  the Company  considers cash and due from banks and federal funds sold as
cash and cash equivalents.

Derivative  Financial  Instruments:  In September 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133 (SFAS
No. 133),  "Accounting for Derivative  Instruments and Hedging Activities." This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts and for hedging  activities.  It requires that an entity recognize all
derivatives  as either  assets or  liabilities  on the balance sheet and measure
those  instruments at fair value.  In June of 1999,  SFAS No. 133 was amended by
Statement of Financial  Accounting Standards No. 137, which delays the effective
date of implementation until fiscal years beginning after June 15, 2000. In June
of 2000, SFAS No. 133 was amended by Statement of Financial Accounting Standards
No. 138, which  addresses  issues related to  implementation  difficulties.  The
Company  will adopt SFAS No. 133  effective  January 1, 2001.  The  Company  has
completed an in-depth  analysis and determined it has no derivative  instruments
as defined under SFAS No. 133.



                                   ----------

NOTE B
CASH, DIVIDEND AND LOAN RESTRICTIONS

In the normal course of business, the Company and its subsidiary bank enter into
agreements,  or are subject to regulatory agreements,  that result in cash, debt
and dividend restrictions. A summary of the most restrictive items follows:

The Company's  subsidiary bank is required to maintain  average reserve balances
with the Federal Reserve Bank. The average amount of those reserve  balances for
the year ended December 31, 2000 was approximately $3,700,000.

Under Federal Reserve regulation, the Company's subsidiary bank is limited as to
the amount it may loan to its  affiliates,  including  the Company,  unless such
loans are  collateralized  by specified  obligations.  At December 31, 2000, the
maximum amount available for transfer from the subsidiary bank to the Company in
the form of loans approximated 20 percent of consolidated net assets.

The approval of the  Comptroller of the Currency is required if the total of all
dividends  declared by a national  bank in any calendar  year exceeds the bank's
profits,  as defined,  for that year  combined with its retained net profits for
the  preceding  two  calendar  years.   Under  this  restriction  the  Company's
subsidiary  bank can  distribute  as dividends  to the Company in 2001,  without
prior approval of the Comptroller of the Currency, approximately $9,400,000.

                                   ----------

NOTE C
SECURITIES

The  amortized  cost and market value of  securities  at December  31, 2000,  by
contractual  maturity,  are shown below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers  may have the right to call or repay
obligations with or without call or prepayment penalties.

                             Held for
                            Investment        Held for Sale
                            -----------------------------------
                            Amortized Market  Amortized  Market
(Dollars in thousands)        Cost    Value     Cost      Value
- ---------------------------------------------------------------
Due in less than one year $ 1,941   $ 1,949  $    996  $    995
Due after one year
 through five years         3,260     3,324    20,000    19,773
Due after five years
 through ten years          1,213     1,243         0         0
Due after ten years             0         0         0         0
                          -------    ------    ------    ------
                            6,414     6,516    20,996    20,768
Mortgage backed
 securities                19,528    19,562   129,619   126,620
No contractual maturity         0         0    31,615    31,334
                                -         -    ------    ------
                          $25,942   $26,078  $182,230  $178,722
                          =======   =======  ========  ========




Proceeds from sales of securities  during 2000 were $10,203,000 with gross gains
of $10,000 and gross  losses of $22,000.  During  1999,  proceeds  from sales of
securities  were  $60,106,000  with gross gains of $332,000  and gross losses of
$66,000.  During 1998,  proceeds from sales of securities were $105,989,000 with
gross gains of $737,000 and gross losses of $125,000.

Securities  with a carrying  value of  $103,755,000  at December 31, 2000,  were
pledged to secure United States  Treasury  deposits,  other public  deposits and
trust  deposits.  The  amortized  cost and market  value of  securities  follow:

                             Gross      Gross      Gross
                           Amortized Unrealized  Unrealized  Market
(Dollars in thousands)       Cost       Gains      Losses     Value
- -------------------------- --------- ----------- ---------- ---------
SECURITIES HELD FOR SALE-2000:
U.S. Treasury and U.S.
  Government agencies        $20,996                 $(228)   $20,768
Mortgage Backed
  Securities:                129,619         $18    (3,017)   126,620
Mutual funds                  23,881           0      (219)    23,662
Other securities               7,734           0       (62)     7,672
                            --------      ------   --------  --------
                            $182,230         $18   $(3,526)  $178,722
                            ========      ======   ========  ========
SECURITIES HELD FOR
  INVESTMENT-2000:
Mortgage Backed Securities   $19,528        $113      $(79)   $19,562
Obligations of States and
  Political Subdivisions       6,414         102         0      6,516
                             -------        ----      ----    -------
                             $25,942        $215      $(79)   $26,078
                             =======        ====      ====    =======

SECURITIES HELD FOR SALE-1999:
U.S. Treasury and U.S.
  Government agencies        $30,012          $0   $(1,334)   $28,678
Mortgage Backed Securities   143,322          18    (6,338)   137,002
Mutual Funds                  23,881           0      (404)    23,477
Other Securities               7,072           0       (14)     7,058
                            --------         ---   -------   --------
                            $204,287         $18   $(8,090)  $196,215
                            ========         ===   =======   ========

SECURITIES HELD FOR
  INVESTMENT-1999:
Mortgage Backed Securities    $8,427         $55      $(97)    $8,385
Obligations of States and
  Political Subdivisions       8,912         100       (33)     8,979
Other Securities                 100           0         0        100
                             -------        ----      ----    -------
                             $17,439        $155      $(130)  $17,464
                             =======        ====      =====   =======



NOTE D
LOANS

An analysis of loans at December 31, follows:


(Dollars in thousands)       2000        1999
- -----------------------    --------    --------
Real estate construction   $ 42,633    $ 42,899
Real estate mortgage        671,424     623,472
Commercial and financial     39,465      33,119
Installment loans to
 individuals                 90,744      78,013
Other                           280         661
                           --------    --------
                           $844,546    $778,164
                           ========    ========

One of the sources of the Company's business is loans to directors, officers and
other members of management. These loans are made on the same terms as all other
loans and do not involve more than normal risk of collectability.  The aggregate
dollar  amount of these loans was  approximately  $5,042,000  and  $5,226,000 at
December 31, 2000 and 1999,  respectively.  During  2000,  $565,000 of new loans
were made and repayments totaled $749,000.

See Page 20 of  Management's  Discussion  and  Analysis  for  information  about
concentrations of credit risk of all financial instruments.

                                   ----------


NOTE E
IMPAIRED LOANS AND ALLOWANCE FOR LOAN LOSSES

Certain  impaired  loans are  measured  based on the  present  value of expected
future cash flows discounted at the loan's original  effective interest rate. As
a practical expedient, impairment may be measured based on the loan's observable
market  price  or the  fair  value  of  collateral  if the  loan  is  collateral
dependent.  When the  measure  of the  impaired  loan is less than the  recorded
investment  in  the  loan,  the  impairment  is  recorded  through  a  valuation
allowance.

The  Company's  recorded  investment  in impaired  loans and  related  valuation
allowance are as follows:


                                          2000                   1999
                                   --------------------   --------------------
                                   Recorded   Valuation   Recorded   Valuation
(Dollars in thousands)             Investment Allowance   Investment Allowance
- -------------------------          --------------------   --------------------
Impaired loans:
     Valuation allowance required        $10        $10          $ 0       $0
     No valuation allowance required       0          0           37        0
                                          --         --           --        -
            TOTAL                        $10        $10          $37       $0
                                         ===        ===          ===       ==

The  valuation  allowance  is included in the  allowance  for loan  losses.  The
average  recorded  investment in impaired loans for the years ended December 31,
2000 and 1999 were $23,000 and $58,000 respectively.

Interest  payments  received on impaired  loans are recorded as interest  income
unless collection of the remaining recorded investment is doubtful at which time
payments  received  are  recorded  as  reductions  to  principal.   The  Company
recognized  interest income on impaired loans of $6,000 and $1,000 for the years
ended December 31, 2000 and 1999, respectively.

Transactions in the allowance for loan losses for the two years ended December
31, are summarized as follows:


(Dollars in thousands)                        2000      1999
- -------------------------                     ----      ----
Balance, beginning of year                  $6,870    $6,343

Provision charged to operating expense         600       660

Charge offs                                   (643)     (626)

Recoveries                                     391       493
                                               ---       ---
Balance, end of year                        $7,218    $6,870
                                            ======    ======

                                   ----------

NOTE F
BANK PREMISES AND EQUIPMENT

Bank premises and equipment are summarized as follows:


                                             Accumulated
                                            Depreciation     Net
                                                  &       Carrying
(Dollars in thousands)              Cost    Amortization    Value
- -------------------------------------------------------------------
December 31, 2000
Premises (including land of
 $2,967)                          $20,985        $8,107    $12,878

Furniture and equipment            13,545         9,790      3,755
                                 ---------- -----------------------
                                  $34,530       $17,897    $16,633
                                 ========== =======================
December 31, 1999
Premises (including land of       $20,331        $7,576    $12,755
 $2,967)

Furniture and equipment            14,352        10,550      3,802
                                 ---------- -----------------------
                                  $34,683       $18,126    $16,557
                                 ========== =======================

                                   ----------

NOTE G
BORROWINGS

All of the  Company's  short-term  borrowings  were  comprised of federal  funds
purchased and securities  sold under  agreements to repurchase  with  maturities
primarily from overnight to seven days:


(Dollars in thousands)              2000        1999       1998
- -------------------------           ----        ----       ----
Maximum amount outstanding
 at any month end                $68,352     $72,172    $77,758
Average interest rate
 outstanding at end of year         5.37%       4.24%      3.44%
Average amount outstanding       $38,735     $38,438    $25,908
Weighted average interest rate      5.29%       4.22%      3.96%
- ----------------------------------------------------------------

On July  31,  1998,  the  Company  acquired  $24,970,000  in  other  borrowings,
$15,000,000  from the  Federal  Home  Loan Bank  (FHLB),  principal  payable  on
November 12, 2009 with interest  payable  quarterly at 6.10% and $9,970,000 from
Donaldson,  Lufkin & Jenrette  (DLJ),  principal  payable on July 31, 2003, with
interest payable  quarterly at 5.40%. The DLJ borrowing was called on August 31,
2000. On March 9, 2000 the Company acquired $25,000,000 in additional borrowings
from FHLB, principal payable on March 9, 2002 with interest payable quarterly at
6.99%;  the borrowing was  restructured  to a 3 year term on December 1, 2000 at
6.55%. The FHLB $15,000,000 debt is subject to early termination on November 12,
2004 in accordance with the terms of the agreement.

The FHLB debt is secured by residential mortgage loans totaling $40,000,000.

The  Company's  subsidiary  bank has unused lines of credit of $130,500,000
at December 31, 2000.

                                   ----------


NOTE H
EMPLOYEE BENEFITS

The Company's profit sharing plan which covers substantially all employees after
one year of service includes a matching  benefit feature for employees  electing
to defer the elective portion of their profit sharing compensation. In addition,
amounts of  compensation  contributed  by employees  are matched on a percentage
basis under the plan.  The profit  sharing  contributions  charged to operations
were $1,034,000 in 2000, $1,355,000 in 1999, and $859,000 in 1998.

The Company's stock option and stock appreciation  rights plans were approved by
the Company's shareholders on April 25, 1991, April 25, 1996 and April 20, 2000.
The number of shares of Class A common stock that may be  purchased  pursuant to
the 1991 and 1996  plans  shall  not  exceed  300,000  shares  for each plan and
pursuant  to the 2000 plan shall not exceed  400,000  shares.  The  Company  has
granted  options on  250,000  shares  and  286,000  shares for the 1991 and 1996
plans,  respectively,  through  December 31,  2000;no  options have been granted
under the 2000 plan. Under the plans, the option exercise price equals the Class
A common stock's  market price on the date of grant.  All options have a vesting
period of four years and a contractual life of ten years.

The following table presents a summary of stock option activity for 1998, 1999
and 2000:


                                 Weighted                   Weighted
                                  Average                    Average
                        Number     Fair      Option Price   Exercise
                      of Shares    Value      Per Share       Price
                      ---------- --------- ---------------------------
Options
 outstanding,
 January 1, 1998         285,000             $11.00 - 25.50     $19.33
  Exercised              (40,000)             11.75 - 21.75      18.10
  Granted                156,000    $10.05            29.00      29.00
  Cancelled              (23,000)             17.50 - 25.50      23.73
                         ---------------------------------------------
Options
 outstanding,
 December 31, 1998       378,000              11.00 - 29.00      23.14
  Exercised              (68,000)             11.75 - 21.75      16.99


                         ---------------------------------------------
Options
 outstanding,
 December 31, 1999       310,000              11.75 - 29.00      24.51
  Exercised              (11,000)             11.75 - 19.00      17.42
  Granted                  7,000      6.98    24.63 - 27.13      25.70
  Canceled                (5,000)                     29.00      29.00

Options
 outstanding,
 December 31, 2000       301,000              11.75 - 29.00      24.72
                         =============================================
Options
 exercisable,
 December 31, 2000       282,000                                $24.66
======================================================================



The following table summarizes  information  about stock options  outstanding at
December 31, 2000:



              Options Outstanding                 Options Exercisable
- ------------------------------------------------------------------------
                          Weighted
                          Average
             Number of   Remaining    Weighted   Number of    Weighted
  Range of     Shares     Contrac-    Average      Shares     Average
  Exercise   Outstand-   tual Life    Exercise    Exercis-    Exercise
   Prices       ing       in Years     Price        able       Price
- ------------------------------------------------------------------------
   $11.75       5,000        1.17      $11.75       5,000      $11.75
    17.50      23,000        4.17       17.50      23,000       17.50
    17.75      19,000        2.92       17.75      19,000       17.75
    19.00      34,000        2.17       19.00      34,000       19.00
    21.75      33,000        5.50       21.75      33,000       21.75
    24.63       4,000        9.22       24.63           0       24.63
    25.50      35,000        6.58       25.50      23,000       25.50
    27.13       3,000        9.62       27.13           0       27.13
    29.00     145,000        7.54       29.00     145,000       29.00
- ------------------------------------------------------------------------
              301,000        5.99      $24.72     282,000      $24.66
========================================================================


The three stock  option  plans are  accounted  for under APB Opinion No. 25, and
therefore no compensation  cost has been recognized.  Had compensation  cost for
these  plans  been  determined  consistent  with FASB  Statement  No.  123,  the
Company's  net  income and  earnings  per share  would have been  reduced to the
following pro forma amounts:

(Dollars in
thousands,
except per
share data)                        2000       1999        1998
- --------------                     ----       ----        ----
Net Income:
      As Reported               $12,088    $11,784      $9,563
      Pro Forma                  11,771     11,427       9,164

Per Share:
(Diluted):
      As Reported                  2.51       2.40        1.84
      Pro Forma                    2.44       2.33        1.76

Because the statement  123 method of accounting  has not been applied to options
granted prior to January 1, 1995, the resulting pro forma  compensation cost may
not be representative of that to be expected in future years.

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions used for grants in 2000 and 1998;  risk-free  interest rates of 5.65
percent for 2000 and 1998;  expected  dividend yield of 3.5 percent for the 2000
issue and 3.4 percent for the 1998 issue;  expected  lives of 7 years;  expected
volatility of 28.5 percent for 2000 and 38.6 percent for 1998.



                                  ----------



NOTE I
LEASE COMMITMENTS

The  Company is  obligated  under  various  noncancelable  operating  leases for
equipment,  buildings  and land.  At December 31,  2000,  future  minimum  lease
payments under leases with initial or remaining  terms in excess of one year are
as follows:

(Dollars in thousands)
- -------------------------------

2001                   $  1,648
2002                      1,325
2003                      1,173
2004                      1,164
2005                        948
Thereafter                7,761
                          -----
                       $ 14,019
                       ========

Rent expense  charged to operations was $1,739,000 in 2000,  $1,471,000 in 1999,
and $1,474,000 in 1998. Certain leases contain provisions for renewal and change
with the consumer price index.

Certain  property is leased from  related  parties of the Company at  prevailing
rental  rates.  Lease  payments  to these  individuals  were  $255,000  in 2000,
$229,000 in 1999 and $227,000 in 1998.

                                   ----------

NOTE J
INCOME TAXES

The  provision for income taxes  including  tax effects of security  transaction
gains(losses)(2000 - ($5,000); 1999 - $115,000; 1998 - $224,000) are as follows:


(Dollars in thousands)
Year Ended December 31              2000        1999       1998
- ----------------------              ----        ----       ----
Current

Federal                            $6,666      $6,495     $5,417

State                               1,149         821        664

Deferred

Federal                              (121)       (138)      (423)

State                                 (26)        (59)       (52)
                                     ----        ----       ----
                                   $7,668      $7,119     $5,606
                                   ======      ======     ======


Temporary  differences  in the  recognition  of revenue  and expense for tax and
financial reporting purposes resulted in deferred income taxes as follows:


(Dollars in thousands)
Year ended December 31              2000        1999       1998
- ----------------------              ----        ----       ----

Depreciation                       $(180)      $(144)      $(68)

Allowance for loan losses            (78)       (329)      (420)

Interest and fee income               98         215         80

Other real estate owned               11          75        (57)

Other                                  2         (14)       (10)
                                     ---          --         --
  TOTAL                            $(147)      $(197)     $(475)
                                   =====       =====      =====


The difference  between the total expected tax expense (computed by applying the
U.S.  Federal tax rate of 35% to pretax  income in 2000,  34.4 percent to pretax
income in 1999 and 34 percent to pretax income in 1998) and the reported  income
tax expense relating to income taxes is as follows:


(Dollars in thousands)
Year Ended December 31               2000        1999       1998
- ----------------------               ----        ----       ----

Tax rate applied to income
 before income taxes                $6,915      $6,503     $5,157

Increase (decrease) resulting
 from the effects of:
Tax-exempt interest on
 obligations of states and
 political subdivisions               (182)       (235)      (239)

State income taxes                    (393)       (262)      (208)

Dividend exclusion                      (8)         (8)        (8)

Amortization of
   intangibles                         201         202        200

Other                                   12         157         92
                                        --          --        ---
Federal tax provision                6,545       6,357      4,994

State tax provision                  1,123         762        612
                                       ---         ---        ---
Applicable income taxes             $7,668      $7,119     $5,606
                                    ======      ======     ======

The net deferred tax assets (liabilities) are comprised of the following:



(Dollars in thousands)
Year Ended December 31                         2000       1999
- ----------------------                         ----       ----
Allowance for loan losses                    $2,452     $2,374
Other real estate owned                           3         14
Net unrealized securities losses              1,702      3,302
Other                                            87         81
                                                 --         --
   Gross deferred tax assets                  4,244      5,771

Depreciation                                   (525)      (705)
Interest and fee income                        (896)      (798)
Other                                           (37)       (29)
                                                ---        ---
   Gross deferred tax liabilities            (1,458)    (1,532)

Deferred tax asset valuation allowance            0          0
                                                  -          -
Net deferred tax assets                      $2,786     $4,239
                                              =====      =====

The tax effects of unrealized  gains  (losses)  included in the  calculation  of
comprehensive  income as presented in the statements of shareholder's equity for
the three years ended December 31, are as follows:


2000    $1,600
1999    $3,044
1998    $  152                ----------


NOTE K
NONINTEREST INCOME AND EXPENSES

Details of noninterest income and expenses follow:

(Dollars in thousands)
Year Ended December 31                       2000       1999      1998
- ----------------------                       ----       ----      ----

Noninterest income

  Service charges on deposit accounts       $4,865     $4,876    $4,359
  Trust fees                                 2,704      2,489     2,144
  Other service charges and fees             1,653      1,453     1,655
  Brokerage commissions and fees             2,421      2,329     2,105
  Other                                      1,507      1,001     1,512
                                         --------- ---------- ---------
                                            13,150     12,148    11,775
  Securities gains(losses)                     (12)       309       612
                                         --------- ---------- ---------
                                           $13,138    $12,457   $12,387
                                         ========= ========== =========

Noninterest expenses

  Salaries and wages                       $13,077    $13,882   $14,046
  Employee benefits                          3,177      3,798     3,119
  Occupancy                                  3,343      3,135     3,129
  Furniture and equipment                    2,108      2,037     2,436
  Outsourced data processing costs           4,106      3,696     2,881
  Marketing                                  1,717      1,653     1,964
  Legal and professional fees                1,177      1,572     1,029
  FDIC assessments                             184        146       135
  Foreclosed and repossessed asset
    management and dispositions                 91        185       298
  Amortization of intangibles                  636        671       671
  Other                                      5,261      5,208     6,013
                                         --------- ---------- ---------
                                           $34,877    $35,983   $35,721
                                         ========= ========== =========

                                   ----------

NOTE L
SHAREHOLDERS' EQUITY

The  Company  has  reserved  100,000  Class A  common  shares  for  issuance  in
connection  with an employee  stock  purchase  plan and  150,000  Class A common
shares for issuance in  connection  with an employee  profit  sharing  plan.  At
December  31,  2000,   an  aggregate  of  35,236   shares  and  52,422   shares,
respectively,  have been issued as a result of employee  participation  in these
plans.

Holders  of Class A  common  stock  are  entitled  to one vote per  share on all
matters presented to shareholders.  Holders of Class B common stock are entitled
to 10 votes per share on all  matters  presented  to  shareholders.  Class A and
Class B common stock vote  together as a single class on all matters,  except as
required  by  law  or  as  provided  otherwise  in  the  Company's  Articles  of
Incorporation.  Each share of Class B common stock is convertible into one share
of Class A common stock at any time prior to a vote of shareholders  authorizing
a liquidation or dissolution of the Company.

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

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Company to maintain  minimum  amounts and ratios of total and Tier 1
capital (as defined in the regulations) to risk-weighted assets (as defined) and
of Tier 1 capital to average  assets (as defined).  Management  believes,  as of
December 31, 2000, that the Company meets all capital  adequacy  requirements to
which it is subject.

As of  December  31,  2000,  the most  recent  notification  from the  Company's
regulator  categorized  the  Company as well  capitalized  under the  regulatory
framework for prompt  corrective  action. To be categorized as well capitalized,
the Company must maintain minimum total risk-based, Tier 1 risk-based and Tier 1
leverage ratios as set forth below. There are no conditions or events since that
notification that management believes have changed the institution's category.


                                                       Minimum for
                                                    Capital Adequacy
                                                        Purposes
                                                  ---------------------
(Dollars in thousands)          Amount      Ratio     Amount     Ratio
- ----------------------          ------      -----     ------     -----
At December 31, 2000:
   Total Capital (to risk-
    weighted assets)            $90,054     12.14%    $59,327   >=8.00%
   Tier 1 Capital (to
    risk-weighted assets)        82,836     11.17      29,664   >=4.00%
   Tier 1 Capital (to adjusted
    average assets)              82,836      7.44      44,511   >=4.00%

At December 31, 1999:
   Total Capital (to risk-
    weighted assets)             84,837     12.24%    $55,441   >=8.00%
   Tier 1 Capital (to
    risk-weighted assets)        77,967     11.25      27,721   >=4.00%
   Tier 1 Capital (to adjusted
    average assets)              77,967      7.32      42,598   >=4.00%


- -------(con't)------

                                  Minimum To Be
                                Well Capitalized
                                  Under Prompt
                                Corrective Action
                                   Provisions
                             ---------------------
(Dollars in thousands)           Amount      Ratio
2000
   Total Capital (to risk-
    weighted assets)            $74,159   >=10.00%
   Tier 1 Capital (to
    risk-weighted assets)        44,495   >= 6.00%
   Tier 1 Capital (to adjusted
     average assets)             55,639   >= 5.00%

1999
   Total Capital (to risk-
    weighted assets)             69,302   >=10.00%
   Tier 1 Capital (to
    risk-weighted assets)        41,581   >= 6.00%
   Tier 1 Capital (to adjusted
    average assets)              53,247   >= 5.00%


                                   ----------
The above ratios are comparable for the Company's wholly
owned banking subsidiary.



NOTE M
SEACOAST BANKING CORPORATION OF FLORIDA
(PARENT COMPANY ONLY) FINANCIAL INFORMATION


BALANCE SHEETS

(Dollars in thousands)
December 31                                      2000           1999
- ----------------------                           ----           ----
Assets

  Cash                                        $    10        $    10

  Securities purchased under
   agreement to resell with
   subsidiary bank, maturing
   within 30 days                                 785          2,881

  Securities held for sale                        425            473

  Investment in subsidiaries                   82,920         74,151

  Other assets                                    291            195
                                                  ---            ---
                                              $84,431        $77,710
                                              =======        =======
Liabilities and Shareholders'
   Equity

Liabilities                                   $   168        $   599

Shareholders' Equity                           84,263         77,111
                                               ------         ------
                                              $84,431        $77,710
                                              =======        =======

STATEMENTS OF CASH FLOWS

(Dollars in thousands)
Year Ended December 31                       2000       1999       1998
- ----------------------                       ----       ----       ----
Increase (Decrease) in Cash

Cash flows from operating
 activities
  Interest received                       $  106    $   149     $  187
  Dividends received                       6,682     11,140      7,148
  Income taxes received                      186        139        565
  Cash paid to suppliers                  (1,162)      (596)      (534)
                                            ----     ------       ----
Net cash provided by operating
  activities                               5,812     10,832      7,366

Cash flows from investing
  activities

Decrease (increase) in securities
  purchased under agreement to
  resell, maturing in 30 days              2,096     (2,881)     3,498

Maturities of securities held
  for sell                                     0      1,000          0
                                          ------     ------      -----
Net cash provided by (used in)
 investing activities                      2,096     (1,881)     3,498

Cash flows from financing
  activities

  Advance (to)from subsidiary                  0     (1,542)     1,542

  Exercise of stock options                  236      1,529        748

  Treasury stock acquired                 (3,119)    (4,243)    (8,624)

  Dividends paid                          (5,025)    (4,695)    (4,530)
                                          ------     ------     ------
Net cash used in financing
 activities                               (7,908)    (8,951)   (10,864)
                                         -------     ------     ------
Net change in cash                             0          0          0

Cash at beginning of year                     10         10         10
                                              --         --         --
Cash at end of year                         $ 10      $  10      $  10
                                            ====      =====      =====

RECONCILIATION OF NET INCOME TO
CASH PROVIDED BY OPERATING
 ACTIVITIES

Net income                               $12,088    $11,784     $9,563

Adjustments to reconcile net income
 to net cash provided by operating
 activities:

  Equity in undistributed income
   of subsidiaries                        (5,768)      (977)    (2,659)

  Other net                                 (508)        25        462
                                             ---       ----       ----
Net cash provided by operating
 activities                               $5,812    $10,832     $7,366
                                          ======    =======     ======

STATEMENTS OF INCOME


(Dollars in thousands)
Year Ended December 31                      2000       1999       1998
- -------------------------                   ----       ----       ----
Income
  Dividends
    Subsidiary                            $6,650    $11,100     $7,123
    Other                                     32         32         33
  Interest                                   106        124        182
                                             ---        ---        ---
                                           6,788     11,256      7,338
Expenses                                     686        635        573
                                             ---        ---        ---
Income before income tax credit
 and equity in undistributed
 income of subsidiaries                    6,102     10,621      6,765
Income tax credit                            218        186        139
                                             ---        ---        ---
Income before equity in
 undistributed income of
 subsidiaries                              6,320     10,807      6,904
Equity in undistributed income of
 subsidiaries                              5,768        977      2,659
                                           -----      -----      -----
Net income                               $12,088    $11,784     $9,563
                                          ======     ======     ======

                                   ----------
NOTE N
CONTINGENT LIABILITIES AND COMMITMENTS WITH OFF BALANCE SHEET RISK

The Company and its subsidiary  bank,  because of the nature of their  business,
are at all times subject to numerous legal actions, threatened or filed.

Management,  based upon advice of legal counsel,  does not expect that the final
outcome of  threatened or filed suits will have a materially  adverse  effect on
its results of operations or financial condition.

The  Company's  subsidiary  bank is a party to  financial  instruments  with off
balance sheet risk in the normal course of business to meet the financing  needs
of its customers.  These  financial  instruments  include  commitments to extend
credit and standby letters of credit.

The subsidiary bank's exposure to credit loss in the event of non-performance by
the other party to the financial instrument for commitments to extend credit and
standby  letters of credit is represented by the contract or notional  amount of
those  instruments.  The subsidiary bank uses the same credit policies in making
commitments  and  standby  letters  of  credit as it does for on  balance  sheet
instruments.

Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon,  the total  commitment  amounts do not  necessarily
represent  future  cash   requirements.   The  subsidiary  bank  evaluates  each
customer's  credit-worthiness  on a case-by-case basis. The amount of collateral
obtained,  if deemed necessary by the bank upon extension of credit, is based on
management's  credit evaluation of the counterparty.  Collateral held varies but
may include  accounts  receivable,  inventory,  equipment,  and  commercial  and
residential  real estate.  Of the  $88,513,000  in  outstanding  commitments  at
December 31, 2000, $43,372,000 is secured by 1/4 family residential properties.

                                          Contract or
                                          Notional Amount
(Dollars in thousands)
Year Ended December 31                         2000         1999
- ----------------------                         ----         ----
Financial instruments whose contract
  amounts represent credit risk:
  Commitments to extend credit             $ 88,513     $ 91,154
Standby letters of credit and
  financial guarantees written:
  Secured                                     1,256          844
  Unsecured                                     558          498

Standby letters of credit are conditional  commitments  issued by the subsidiary
bank  to  guarantee  the  performance  of a  customer  to a third  party.  Those
guarantees  are  primarily  issued  to  support  public  and  private  borrowing
arrangements,   including   commercial  paper,   bond  financing,   and  similar
transactions.  The  credit  risk  involved  in  issuing  letters  of  credit  is
essentially the same as that involved in extending loan facilities to customers.
The subsidiary  bank holds  collateral  supporting  those  commitments for which
collateral  is deemed  necessary.  The extent of  collateral  held for the above
secured  standby  letters of credit at December  31,  2000 and 1999  amounted to
$6,193,000 and $7,266,000, respectively.
                                   ----------

NOTE O
MORTGAGE SERVICING RIGHTS, NET

The following is an analysis of the mortgage  servicing rights,  net at December
31:


(Dollars in Thousands)             2000         1999
- ----------------------             ----         ----

Unamortized Balance at
  beginning of year              $1,529       $1,701
Origination of mortgage
  servicing rights                    0          272
Amortization                       (233)        (444)
                                 ------       ------
                                  1,296        1,529
Less: Reserves                     (126)        (126)
                                 ------       ------
  TOTAL                          $1,170       $1,403
                                 ======       ======


(Dollars in Thousands)
Year Ended December 31             2000         1999
- ----------------------             ----         ----
Unpaid principal
 balance of serviced
 loans for which
 mortgage servicing
 rights are
 capitalized                  $ 123,391    $ 140,271
                              =========      =======
Unpaid principal
 balance of serviced
 loans for which
 there are no
 servicing rights
 capitalized.                 $  26,773    $  31,334
                              =========      =======

The fair value of capitalized  mortgage  servicing rights was estimated using a
discounted cash flow model.  Prepayment speed projections and market assumptions
regarding discount rate, servicing cost, escrow earnings credits,  payment float
and advance cost interest rates were determined  from  guidelines  provided by a
third-party mortgage servicing rights broker.

                                   ----------
NOTE P
SUPPLEMENTAL DISCLOSURES FOR CONSOLIDATED STATEMENTS OF CASH FLOWS

Reconciliation  of Net Income to Net Cash Provided by Operating  Activities  for
three years ended:

(Dollars in thousands)
Year Ended December 31                     2000      1999      1998
- ------------------------------------ ------------------------------
Net Income                              $12,088   $11,784    $9,563
Adjustments to reconcile net
 income to net cash provided by
 operating activities
   Depreciation and amortization          2,559     2,925     3,020
   Provision for loan losses                600       660     1,710
   Credit for deferred taxes               (147)     (197)     (475)
   Gain (loss)on sale of securities          12      (309)     (612)
   Gain on sale of loans                   (546)      (29)     (683)
   Loss on sale and write
     down of foreclosed assets               16        77       185
   Loss on disposition of
     equipment                               14        25       105
   Change in interest receivable           (836)      128       (47)
   Change in interest payable               294       (65)      157
   Change in prepaid expenses              (677)       (1)     (814)
   Change in accrued taxes                  251       (25)    1,029
   Change in other liabilities           (1,339)     (153)    1,925
                                          -----     -----      ----
TOTAL ADJUSTMENTS                           201     3,036     5,500
                                          -----     -----     -----
Net cash provided by operating
 activities                             $12,289   $14,820   $15,063
                                        =======   =======   =======
Supplemental disclosure of non-cash
  investing activities:
 Market value adjustment to
  securities                             $4,564   $(8,297)     $178
 Transfers from loans to other real
   estate owned                             745       804       702

                                   ----------


NOTE Q
FAIR VALUE OF FINANCIAL INSTRUMENTS

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial  instrument for which it is practicable to estimate that
value at December 31:

Cash and Cash Equivalents

The carrying amount was used as a reasonable estimate of fair value.

Securities

The fair value of U.S.  Treasury  and U.S.  Government  agency,  mutual fund and
mortgage  backed  securities  are  estimated  based on bid prices  published  in
financial newspapers or bid quotations received from securities dealers.

The fair value of many state and municipal  securities are not readily available
through market sources, so fair value estimates are based on quoted market price
or prices of similar instruments.

Loans

Fair  values  are  estimated  for  portfolios  of loans with  similar  financial
characteristics. Loans are segregated by type such as commercial, mortgage, etc.
Each loan category is further  segmented into fixed and adjustable rate interest
terms and by performing and nonperforming categories.

The  fair  value  of  loans,  except  residential  mortgage,  is  calculated  by
discounting  scheduled cash flows through the estimated maturity using estimated
market discount rates that reflect the credit and interest rate risk inherent in
the loan. For residential mortgage loans, fair value is estimated by discounting
contractual cash flows adjusting for prepayment assumptions using discount rates
based on secondary market sources  adjusted to reflect  differences in servicing
and credit costs.

Deposit  Liabilities

The fair value of demand deposits, savings accounts and money market deposits is
the amount  payable  on demand at the  reporting  date.  The fair value of fixed
maturity  certificates of deposit is estimated using the rates currently offered
for deposits of similar remaining maturities.

Commitments to Extend Credit and Standby Letters of Credit

The fair  value of  commitments  to extend  credit is  estimated  using the fees
currently  charged to enter into  similar  agreements,  taking into  account the
present credit-worthiness of the counterparties.


                                    2000                  1999
                            ----------------------------------------

(Dollars in thousands)      Carrying     Fair     Carrying     Fair
Year Ended December 31       Amount     Value      Amount      Value
- ----------------------       ------     -----      ------      -----
Financial Assets
  Cash and cash
   equivalents             $ 72,505   $ 72,505    $ 59,942   $ 59,942
  Securities                204,664    204,800     213,654    213,679
  Loans, net                837,328    837,915     771,294    755,220

Financial Liabilities
  Deposits                  957,089    959,056     905,960    902,043
  Borrowings                105,020    105,894      91,934     92,808
Contingent Liabilities
  Commitments to extend
   credit                         0        787           0        842
  Standby letters of
   credit                         0         19           0         16



                                   ----------

NOTE R
EARNINGS PER SHARE

Basic  earnings  per common  share were  computed by dividing  net income by the
weighted average number of shares of common stock  outstanding  during the year.
Diluted  earnings per common share were  determined by including  assumptions of
stock option conversions.


Year ended December 31
(Dollars in thousands except           Net                   Per-share
per share data)                      Income      Shares        Amount
- ----------------------               ------      ------        ------
2000

Basic Earnings Per Share
  Income available to common
  shareholders                      $12,088   4,781,215         $2.53
                                                                =====
Options issued to executives
(See Note H)                                     33,377
                                      -----     -------

Diluted Earnings Per Share
  Income available to common
  shareholders plus assumed
  conversions                       $12,088   4,814,592         $2.51
                                     ======   =========         =====

1999

Basic Earnings Per Share
  Income available to common
  shareholders                      $11,784   4,844,943         $2.43
                                                                =====

Options issued to executives
 (See Note H)                                    64,211
                                      -----     -------

Diluted Earnings Per Share
  Income available to common
  shareholders plus assumed
  conversions                       $11,784   4,909,154         $2.40
                                     ======   =========         =====


1998

Basic Earnings Per Share
 Income available to common
 shareholders                       $ 9,563   5,093,032         $1.88
                                                                =====
Options issued executives
 (See Note H)                                    99,385
                                      -----     -------

Diluted Earnings Per Share
  Income available to common
  shareholders plus assumed
  conversions                       $ 9,563   5,192,417         $1.84
                                     ======   =========         =====