SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [ X ] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2000. or [ ] Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________ to ______________. Commission File Number: 0-11204 U S National Bank Collectively Bargained Employees 401(k) Plan (Full title of the plan) USBANCORP, Inc. Main and Franklin Streets Johnstown, PA 15901 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.) Registrant's telephone number, including area code: (814) 533-5300 Notices and communications from the Securities and Exchange Commission relative to this report should be forwarded to: USBANCORP, Inc. Main and Franklin Streets Johnstown, PA 15901 Attention: Nicholas E. Debias, Jr. With a copy to: Wesley R. Kelso, Esquire Stevens & Lee 25 North Queen Street Suite 602 Lancaster, PA 17603 Item 1. Financial Statements and Exhibits a. Financial Statements 1. Report of Barnes, Saly & Company. 2. Audited Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999. 3. Audited Statements of Changes in Net Assets Available for Benefits for each of the years in the three year period ended December 31, 2000. 4. Notes to Financial Statements. b. Exhibits 1. Consent of Barnes, Saly & Company. U S NATIONAL BANK COLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN FINANCIAL REPORT C O N T E N T S Page INDEPENDENT AUDITOR'S REPORT 1 FINANCIAL STATEMENTS Statements of net assets available for benefits - December 31, 2000 and 1999 3 Statements of changes in net assets available for benefits - years ended December 31, 2000, 1999 and 1998 4 Notes to financial statements 4-10 SUPPLEMENTARY INFORMATION Assets held for investment - December 31, 2000 11 - 13 Assets held for investment - December 31, 1999 14 - 15 Reportable transactions - December 31, 2000 16 Reportable transactions - December 31, 1999 17 INDEPENDENT AUDITOR'S REPORT Board of Trustees and Participants U S National Bank Collectively-Bargained Employees 401 (k) Plan Johnstown, Pennsylvania We have audited the accompanying statements of net assets available for benefits of U S National Bank Collectively-Bargained Employees 401(k) Plan as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for each of the three years ended December 31, 2000. These financial statements are the responsibility of the Plan'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 statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of U S National Bank Collectively-Bargained Employees 401(k) Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of (1) assets held for investment and (2) reportable transactions as of or for the years ended December 31, 2000 and 1999 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Barnes Saly & Company, LLP Johnstown, Pennsylvania June 5, 2001 U S NATIONAL BANK COLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2000 and 1999 Participant Directed 2000 1999 ASSETS Investments at fair value (Notes 1,2 and 3): Investments in securities of participating employers (Note 4) USBANCORP, Inc. common stock $ 30,145 $ 68,138 Investments in securities of unaffiliated issuers and others Shares of registered investment companies: SEI Short Duration Government 112,466 103,971 Federated Income Trust 19,571 10,089 Columbia Fixed Income Securities 9,429 7,816 Goldman Sachs Global Income 114 0 Fidelity Low Priced Stock 78,849 61,759 Vanguard Index 500 0 130,683 Vanguard Institutional Index 179,571 0 Vanguard Windsor II 58,273 41,674 Franklin Mutual Beacon 25,644 14,141 Fidelity Puritan 196,331 165,215 T. Rowe Price Equity - Income 38,320 33,422 Fidelity Magellan 850,359 895,416 White Oak Growth Stock 15,915 0 Franklin Biotechnology Discovery 5,193 0 Northern Technology 1,501 0 Vanguard US Growth 18,047 0 Templeton Foreign 32,842 33,200 Tweedy, Browne Global Value 28,057 16,092 Three Rivers Bancorp, Inc. common stock (Note 4) 21,904 0 Notes Receivable 20,368 18,430 Provident Fed Funds - Money Market 56,225 31,937 $1,799,124 $1,631,983 Receivables: Accrued investment income $ 8,591 $ 2,509 Participant contribution 8,161 -- Employer contribution 4,020 -- $ 20,772 $ 2,509 Cash $ 3 $ 4,663 Total assets $1,819,899 $1,639,155 LIABILITIES None $ 0 $ 0 NET ASSETS AVAILABLE FOR BENEFITS $1,819,899 $1,639,155 See Notes to Financial Statements. U S NATIONAL BANK COLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, 2000, 1999, 1998 Participant Directed 2000 1999 1998 Investment income: Net appreciation (depreciation) in fair value of investments (Notes 3 and 4) $ (168,094) $ 61,659 $ 135,189 Interest 4,877 3,763 3,211 Dividends (Note 4) 94,957 114,599 77,486 $ (68,260) $ 180,021 $ 215,886 Contributions: Participant (Note 7) $ 198,089 $ 115,572 $ 133,448 Employer 95,610 $ 293,699 $ 115,572 $ 133,448 Total additions $ 225,439 $ 295,593 $ 349,334 Benefits paid to participants 44,695 90,416 35,984 Net increase $ 180,744 $ 205,177 $ 313,350 Net assets available for benefits: Beginning of year 1,639,155 1,433,978 1,120,628 End of year $1,819,899 $1,639,155 $1,433,978 See Notes to Financial Statements. US NATIONAL BANK COLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 Note 1: Plan Description The following description of U S National Bank Collectively-Bargained Employees 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan is a defined contribution plan covering substantially all employees of USBANCORP, Inc. which is a multi-bank holding company, U. S. Bank (the Bank) which is a wholly-owned subsidiary and USNB Financial Services who are members of the United Steelworkers of America, AFL-CIO- CLC, Local Union 2635-06 (Union). Employees become eligible to participate in the Plan the earlier of January 1st or July 1st following the completion of six months of service and the attainment of age twenty- one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is not covered by the Pension Benefit Guaranty Corporation. Contributions: Effective January 1, 2000 the participants were permitted to make elective deferrals in any amount from one (1) to ten (10) percent of their compensation. Previously the maximum contribution percentage was four (4) percent. Participants shall be permitted to amend their salary savings agreements to change the contribution percentage on January 1st and July 1st each year. The employee salary deferrals are exempt from federal income tax until withdrawn from the Plan. Effective January 1, 2000 the employer contributes two (2) percent of the employees gross compensation on behalf of all eligible employees. Participant Accounts: Each participant account is credited with an allocation of the plan earnings. A participant's share of investment earnings and any increase or decrease in the fair market value of the Fund, is based on the proportionate value of all active accounts (other than accounts with segregated investments) as of the last valuation date, less withdrawals since the last valuation date. All contributions will be credited with an allocation of the actual investment earnings and gains and losses from the actual deposit of each such contribution until the end of the plan year. Vesting: Participants are immediately vested in their voluntary contributions including rollover and transfer contributions from other qualified plans plus actual earnings thereon. Vesting in the employer's contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after 5 years of credited service. Investment Options: Upon enrollment in the Plan, a participant may direct employee and employer contributions in 5 percent increments in one or more of eighteen mutual funds and the USBANCORP, Inc. common stock (see Note 4 for related party details). The diversified mutual fund investment options include a money market fund, bond and government securities funds and various U.S. and foreign stock funds. The Plan also includes participant notes. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Loan terms range from 1-5 years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Interest rates range from 10.50 percent to 13.99 percent. Principal and interest is paid ratably through semi- monthly payroll deductions. Payment of Benefits: On termination of service, a participant with an account may elect to receive a lump-sum amount equal to the value of his or her account. The Plan also provides for normal retirement benefits to be paid in the form of a Qualified Joint and Survivor Annuity upon reaching age 65 and has provisions for deferred, death, disability retirement benefits and hardship withdrawals. Administrative Expenses: Administrative expenses including audit, accounting and trust fees incurred by the Plan were paid directly by the Bank for the years ended December 31, 2000, 1999 and 1998. Note 2: Significant Accounting Policies Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Investment Valuation and Income Recognition: The Plan's investments are stated at fair value. Shares of registered investment companies (mutual funds) are reported at fair value based on the quoted market prices of the funds which represents the net asset value of shares held by the Plan at year-end. The USBANCORP, Inc. (Company) common stock and Three Rivers Bancorp, Inc. common stock are valued at quoted market price. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Payment of Benefits: Benefits are recorded when paid. Note 3: Investments The Plan's investments are participant directed. The following presents investments that represent 5 percent or more of the Plan's net assets. December 31, 2000 1999 SEI Short Duration Government fund, 11,146 and 10,481 shares, respectively $112,466 $103,971 Vanguard Index 500 fund, 476 shares -- 130,683 Vanguard Institutional Index, 1,487 shares 179,571 -- Fidelity Puritan fund, 10,427 and 8,682 shares, respectively 196,331 165,215 Fidelity Magellan fund, 7,128 and 6,554 shares, respectively 850,359 895,416 During 2000, 1999 and 1998, the Plan's investments (including investments bought, sold and held during each year) appreciated (depreciated) in value by $(168,094), $61,659 and $135,189 respectively, as follows: 2000 1999 1998 Mutual funds $(149,841) $105,099 $157,304 Three Rivers Bancorp, Inc common stock (5,716) -- -- USBANCORP, Inc common stock (12,537) (43,440) (22,115) $(168,094) $ 61,659 $135,189 Note 4: Related Party Transactions Investment Activity: As explained in Note 1, one of the Plan's investment options is USBANCORP, Inc. common stock. USBANCORP, Inc. is the holding company of U. S. Bank in Johnstown (the "Employer"). The following is a summary of the investment activity of USBANCORP, Inc. common stock: 2000 1999 Market value at year end $ 30,145 $ 68,138 Number of shares held at year end 7,093 5,799 Original cost at year end $ 69,982 $ 72,490 Purchase price of shares in current year $ 15,646 $ 21,979 Number of shares purchased in current year 2,790 1,372 Sale price of shares in current year $ 13,972 $ 6,458 Number of shares sold in current year 1,496 406 Realized gain (loss) on sales in current year $ (1,875) $ (1,612) Unrealized gain (loss) during year $(10,662) $(41,828) Dividend income $ 2,399 $ 3,509 Accrued dividends at year end $ 619 $ 855 Spin-Off: On April 1, 2000 USBANCORP, Inc. successfully completed the spin-off of its Three Rivers Bank subsidiary. Shareholders received one share of the new Three Rivers Bancorp, Inc. common stock for every two shares of USBANCORP common stock. At that time Three Rivers Bank and Three Rivers Bancorp, Inc. became separate from USBANCORP, Inc. and are therefore not related parties. The spin-off of Three Rivers Bank resulted in the following: USBANCORP, Inc common stock basis allocated to Three Rivers Bancorp, Inc. common stock $27,129 Number of Three Rivers Bancorp, Inc. common stock shares received 2,592 Plan's Trustee: The Plan's investments are held by a bank-administered trust fund which is an affiliate of the Plan sponsor. USBANCORP Trust and Financial Services Company has the authority to purchase and sell investments in accordance with participant direction. The cash account is used by the USBANCORP Trust and Financial Services Company to temporarily house uninvested monies. Note 5: Income Tax Status The Internal Revenue Service has determined and informed the Plan by letter dated May 5, 1998 that the Plan and its related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC) and is therefore not subject to tax under the present income tax law. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. The Administrative Committee of the Retirement Plan is not aware of any action or event that has occurred that might affect the Plan's status. Note 6: Plan Termination Although it has not expressed any intent to do so, the Bank has the right under the Plan to terminate the Plan, at any time, subject to the provisions of ERISA. Note 7: Rollovers The following rollovers occurred as a result of employees transferring amounts from other qualified plans. The rollovers are included on the applicable years statement of changes in net assets available for benefits in the participant contributions. 2000 $ 9,371 1999 9,385 1998 20,000 Note 8: Reconciliation of Differences Between These Financial Statements and the Financial Information Required on Form 5500 2000 1999 1998 Net assets available for benefits as presented in these financial statements $1,819,899 $1,639,155 $1,433,978 Benefits payable to participants 702 - 0 - - 0 - Net assets available for benefits as presented on Form 5500 $1,819,197 $1,639,155 $1,433,978 Net increase in net assets available for benefits as presented in these financial statements $ 180,744 $ 205,177 $ 313,350 (Increase) decrease in benefits payable from previous year (702) - 0 - 15,546 Net increase in net assets available for benefits as presented on Form 5500 $ 180,042 $ 205,177 $ 328,896 Note 9: Benefits Payable Benefits payable to persons who have withdrawn from participation in the earnings and operations of the Plan in the amounts of $702, $ - 0 - and $- 0 - at December 31, 2000, 1999, and 1998, respectively are included in net assets available for benefits. Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. Note 10: Amendments Effective January 1, 2000, the Plan was amended to increase the maximum elective deferrals to 10% from the previous 4% and to allow an employer discretionary contribution as determined by the collective bargaining agreement between the Bank and the Union. Note 11: Reclassifications Effective for plan years ending after December 15, 1999 Statement of Position (SOP) 99-3 states participant directed programs are no longer required to disclose amounts relating to those individual programs as a separate fund in the financial statements. The Plan has adopted SOP 99-3 effective for the year ended December 31, 1999, therefore a reclassification of comparative amounts in the financial statements was required. There was no effect on the net assets available for benefits. U S NATIONAL BANK COLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN ASSETS HELD FOR INVESTMENT December 31, 2000 Investment Type/ Original Fair Shares Held Description Cost Value Common stock: 7,093 shares USBANCORP, Inc. $ 69,982 $ 30,145 2,655 shares Three Rivers Bancorp, Inc. 29,738 21,904 Total Common Stocks $ 99,720 $ 52,049 Mutual Funds: 11,146 shares SEI Short Duration Government $ 110,913 $ 112,466 1,917 shares Federated Income Trust 19,249 19,571 727 shares Columbia Fixed Income Securities 9,319 9,429 8 shares Goldman Sachs Global Income 116 114 3,410 shares Fidelity Low Priced Stock 76,417 78,849 1,487 shares Vanguard Institutional Index 180,141 179,571 2,142 shares Vanguard Windsor II 58,487 58,273 1,917 shares Franklin Mutual Beacon 26,972 25,644 10,427 shares Fidelity Puritan 186,243 196,331 1,553 shares T. Rowe Price Equity - Income 39,923 38,320 7,128 shares Fidelity Magellan 678,608 850,359 252 shares White Oak Growth Stock 19,974 15,915 71 shares Franklin Biotechnology Discovery 5,723 5,193 79 shares Northern Technology 2,809 1,501 653 shares Vanguard US Growth 27,493 18,047 3,176 shares Templeton Foreign 31,589 32,842 1,404 shares Tweedy, Browne Global Value 28,321 28,057 Total Mutual Funds $1,502,297 $1,670,482 Money Market Fund: 56,225 shares Provident Fed Funds $ 56,225 $ 56,225 Notes Receivable: Original loan $1,600 dated May 12, 1999, 11.75% interest, payable in semi-monthly payments of $37.49, due May 15, 2001 $ 365 $ 365 Original loan $3,500 dated February 3, 1999, 12.75% interest, payable in semi-monthly payments of $58.63, due February 15, 2002 1,521 1,521 Original loan $1,750 dated November 13, 2000, 12% interest, payable in semi-monthly payments of $29.01, due December 15, 2003 1,750 1,750 Original loan $2,000 dated April 1, 1998, 10.75% interest, payable in semi-monthly payments of $32.56, due April 15, 2001 255 255 Original loan $3,000 dated May 25, 1999, 11.75% interest, payable in semi-monthly payments of $49.54, due May 31, 2002 1,590 1,590 Original loan $1,800 dated April 26, 2000, 12.49% interest, payable in semi-monthly payments of $30.04, due May 15, 2003 1,500 1,500 Original loan $4,100 dated July 6, 2000, 13.99% interest, payable in semi-monthly payments of $47.60, due July 15, 2005 3,857 3,857 Original loan $2,000 dated March 1, 1999, 12.75% interest, payable in semi-monthly payments of $47.31, due March 15, 2001 279 279 Original loan $4,200 dated August 4, 1998, 11.25% interest, payable in semi-monthly payments of $46.06, due August 15, 2003 2,534 2,534 Original loan $2,250 dated August 24, 2000, 12.49% interest, payable in semi-monthly payments of $25.26, due September 15, 2005 2,168 2,168 Original loan $4,200 dated April 11, 2000, 12.49% interest, payable in semi-monthly payments of $70.09, due April 30, 2003 3,449 3,449 Original loan $1,100 dated November 13, 2000, 10.50% interest, payable in semi-monthly payments of $25.46, due December 15, 2002 1,100 1,100 Total Notes Receivable $ 20,368 $ 20,368 Total Assets Held for Investment $1,678,610 $1,799,124 See Notes to Financial Statements. U S NATIONAL BANK COLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN ASSETS HELD FOR INVESTMENT December 31, 1999 Investment Type/ Original Fair Shares Held Description Cost Value Common stock: 5,799 shares USBANCORP, Inc. common stock $ 72,490 $ 68,138 Mutual Funds: 10,481 shares SEI Short Duration Government $ 104,342 $ 103,971 1,022 shares Federated Income Trust 10,517 10,089 628 shares Columbia Fixed Income Securities 8,244 7,816 2,728 shares Fidelity Low Priced Stock 59,986 61,759 966 shares Vanguard Index 500 103,504 130,683 1,669 shares Vanguard Windsor II 49,446 41,674 1,022 shares Franklin Mutual Beacon 14,769 14,141 8,682 shares Fidelity Puritan 152,858 165,215 1,347 shares T. Rowe Price Equity - Income 36,522 33,422 6,554 shares Fidelity Magellan 576,145 895,416 2,959 shares Templeton Foreign 29,052 33,200 796 shares Tweedy, Browne Global Value 14,919 16,092 Total Mutual Funds $1,160,304 $1,513,478 Money Market Fund: 43,797 shares Provident Fed Funds $ 31,937 $ 31,937 Notes Receivable: Original loan $1,600 dated May 12, 1999, 11.75% interest, payable in semi-monthly payments of $37.49, due May 15, 2001 $ 1,171 $ 1,171 Original loan $3,500 dated February 3, 1999, 12.75% interest, payable in semi-monthly payments of $58.63, due February 15, 2002 2,658 2,658 Original loan $1,249 dated March 15, 1998, 11% interest, payable in semi-monthly payments of $20.41, due March 15, 2001 570 570 Original loan $2,000 dated April 1, 1998, 10.75% interest, payable in semi-monthly payments of $32.56, due April 15, 2001 969 969 Original loan $3,000 dated May 25, 1999, 11.75% interest, payable in semi-monthly payments of $49.54, due May 31, 2002 2,533 2,533 Original loan $5,600 dated September 1, 1998, 11.25% interest, payable in semi-monthly payments of $91.82, due August 31, 2001 3,418 3,418 Original loan $3,100 dated March 17, 1999, 10.70% interest, payable in semi-monthly payments of $50.43, due April 15, 2002 2,494 2,494 Original loan $2,000 dated March 1, 1999, 12.75% interest, payable in semi-monthly payments of $47.31, due March 15, 2001 1,309 1,309 Original loan $4,200 dated August 4, 1998, 11.25% interest, payable in semi-monthly payments of $46.06, due August 15, 2003 3,308 3,308 Total Notes Receivable $ 18,430 $ 18,430 Total Assets Held for Investment $1,283,161 $1,631,983 See Notes to Financial Statements. U S NATIONAL BANK COLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN REPORTABLE TRANSACTIONS Year Ended December 31, 2000 Current Value Net Name of at Time Realized Party to Asset Number of of Purchase Gain Transaction Description Transaction Transactions Cost or Disposal (Loss) Fidelity Magellan Mutual Fund Purchase 40 $163,231 $163,231 N/A Fidelity Magellan Mutual Fund Sale 23 60,768 89,634 $28,866 Vanguard Index 500 Mutual Fund Purchase 40 88,700 88,700 N/A Vanguard Index 500 Mutual Fund Sale 16 192,203 201,383 9,180 Vanguard Instl. Index Mutual Fund Purchase 5 182,112 182,112 N/A Vanguard Instl. Index Mutual Fund Sale 1 1,970 2,000 30 Provident Fed Funds Money Market Purchase 46 56,348 56,348 N/A Provident Fed Funds Money Market Sale 11 32,060 32,060 30 See Notes to the Financial Statements. US NATIONAL BANK COLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN REPORTABLE TRANSACTIONS Year Ended December 31, 1999 Current Value Net Name of at Time Realized Party to Asset Number of of Purchase Gain Transaction Description Transaction Transactions Cost or Disposal (Loss) Fidelity Magellan Mutual Fund Purchase 33 $135,683 $135,683 N/A SEI Short Duration Government Mutual Fund Purchase 39 91,877 91,877 N/A Fidelity Magellan Mutual Fund Sale 11 63,477 96,771 $33,294 SEI Intermediate Dur. Government Mutual Fund Sale 8 97,848 98,657 809 See Notes to the Financial Statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the U S National Bank Collectively Bargained 401(k) Plan have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 27, 2001 U S National Bank Collectively Bargained Employees 401(k) Plan USBANCORP Trust Company, as Trustee By /s/ Nicholas E. Debias, Jr._____ Nicholas E. Debias, Jr., Vice President Exhibit Index Exhibit 1. Consent of Barnes, Saly & Company