FFLC BANCORP, INC.
2000 ANNUAL REPORT

OUR MISSION

Our mission is to operate First Federal Savings Bank as a community bank, in a
manner consistent with the high expectations of our shareholders, customers and
employees. We will achieve attractive financial results for our stockholders,
provide quality financial services and products to our customers, and offer
rewarding careers to our employees, while maintaining a high level of personal
service and integrity. The Company's primary goals are to:

o provide an attractive return to its shareholders, as measured by
long-term capital appreciation and the continued payment of reasonable
dividends,

o provide a competitive, progressive and profitable array of financial
services and products, in a manner focused on excellent customer
service,

o attract and retain highly-motivated, top-quality employees, and

o make a positive impact on the communities that we serve.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 evidences Congress'
determination that the disclosure of forward-looking information is desirable
for investors and encourages such disclosure by providing a safe harbor for
forward-looking statements by corporate management. This Annual Report,
including the Letter to Stockholders and the Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains
forward-looking statements that involve risk and uncertainty. In order to comply
with the terms of the safe harbor, the Company notes that a variety of factors
could cause the Company's actual results and experience to differ materially
from the anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development, growth projections and results of the
Company's business include, but are not limited to, the growth of the economy,
interest rate movements, timely development by the Company of technology
enhancements for its products and operating systems, the impact of competitive
products, services and pricing, customer business requirements, Congressional
legislation and similar matters. Readers of this report are cautioned not to
place undue reliance on forward-looking statements which are subject to
influence by the named risk factors and unanticipated future events. Actual
results, accordingly, may differ materially from management expectations.

CONTENTS

Page
----

Corporate Profile, Corporate Organization and General Information ........1
Office Locations and Common Stock Prices and Dividends ...................2
Consolidated Financial Highlights ........................................3
Letter to Stockholders .................................................4-5
First Federal Website and Online Banking................................6-7
Selected Consolidated Financial Data and Financial Ratios...............8-9
Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................10-20
Consolidated Financial Statements ....................................21-51
Independent Auditors' Report.............................................52
Directors and Officers of FFLC Bancorp, Inc..............................53
Directors and Officers of First Federal Savings Bank of Lake County......54
Employees ...............................................................55

Inside Cover

CORPORATE PROFILE

FFLC Bancorp, Inc. ("FFLC" or the "Holding Company") was incorporated in
Delaware on September 16, 1993, and acquired First Federal Savings Bank of Lake
County (the "Bank") (together, the "Company") in connection with the Bank's
conversion to stock form on January 4, 1994. The Holding Company is a savings
and loan holding company subject to regulation by the Office of Thrift
Supervision ("OTS") which transacts its business through its subsidiary, the
Bank. The Bank is a community-oriented savings institution which offers a
variety of financial services to individuals and businesses primarily located in
Lake County, Sumter County and Citrus County, Florida. The deposits of the Bank
are insured by the Federal Deposit Insurance Corporation ("FDIC") through the
Savings Association Insurance Fund ("SAIF").

CORPORATE ORGANIZATION

Holding Company
FFLC Bancorp, Inc.

Thrift Subsidiary
First Federal Savings Bank of Lake County

Affiliate of Thrift Subsidiary
Lake County Service Corporation

GENERAL INFORMATION

Corporate Headquarters
800 North Boulevard West, Post Office Box 490420, Leesburg, Florida
34749-0420
Telephone: Local (352) 787-3311
Toll Free (877) 955-2265
Annual Meeting
The Annual Meeting of the Stockholders will be held at the Leesburg
Community Building located at 109 East Dixie Avenue in Leesburg at 2:00
p.m. on May 10, 2001.

Form 10-K
A copy of the Form 10-K, as filed with the Securities and Exchange
Commission, may be obtained by stockholders without charge upon written
request to Sandra L. Rutschow, Vice President - Secretary, FFLC Bancorp,
Inc., Post Office Box 490420, Leesburg, Florida 34749-0420. The Company's
SEC filings are also available at our web site, http://www.1stfederal.com.

Stockholder Assistance
Stockholders requiring a change of address, records or information about
lost certificates, dividend checks or dividend reinvestment should contact:

Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
800-368-5948
Website: rtco.com

Corporate Counsel
George W. Murphy, Jr.
Muldoon, Murphy & Faucette LLP
5101 Wisconsin Avenue
Washington, D.C. 20016

Independent Auditors
Hacker, Johnson & Smith PA
Certified Public Accountants
930 Woodcock Road, Suite 211
Orlando, Florida 32803

[FIRST FEDERAL LOGO HERE]

[OFFICE LOCATIONS]

[GRAPHIC - MAP INSERT MAP - HALF PAGE]

COMMON STOCK PRICES AND DIVIDENDS

FFLC's common stock is traded in the over-the-counter market and is quoted on
the National Association of Securities Dealers Automated Quotation - National
Market System ("NASDAQ - National Market System") under the symbol FFLC. The
following table sets forth market price information, based on closing prices, as
reported by the NASDAQ -National Market System for the common stock high and low
closing sales prices and the amount of dividends paid on the common stock for
the periods indicated. See Note 20 of the Consolidated Financial Statements for
a summary of quarterly financial data.

Cash
Dividends
Paid
High Low Per Share
Quarter Ended:

March 31, 1999.......................... 18.500 15.500 .11
June 30, 1999 .......................... 19.000 16.000 .11
September 30, 1999...................... 18.125 17.500 .11
December 31, 1999....................... 17.875 13.250 .11
March 31, 2000.......................... 15.250 11.250 .12
June 30, 2000 .......................... 13.250 11.375 .12
September 30, 2000...................... 14.250 12.625 .12
December 31, 2000....................... 15.250 13.500 .12

As of January 29, 2001, the Company had 1,656 holders of record of common stock
(includes shares held by brokers).

CONSOLIDATED FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share amounts)

AT YEAR END: 2000 1999 1998
---- ---- ----

Total assets ...................................... $ 711,493 590,432 463,820
Loans receivable, net ............................. $ 615,484 500,901 389,059
Securities ........................................ $ 42,717 36,909 40,392
Deposits .......................................... $ 518,885 429,274 351,030
Equity ............................................ $ 59,283 55,637 53,223
Book value per share .............................. $ 16.78 15.52 14.56
Shares outstanding ................................ 3,532,561 3,583,938 3,655,620
Equity-to-assets ratio ............................ 8.33% 9.42% 11.47%
Nonperforming assets to total assets .............. .39% .47% .17%

FOR THE YEAR:

Interest income ................................... $ 49,350 38,612 32,173
Net interest income after provision for loan losses $ 18,405 16,679 14,220
Net income (1) .................................... $ 5,309 4,850 4,397
Basic income per share (1) ........................ $ 1.50 1.37 1.22
Diluted income per share (1) ...................... $ 1.46 1.32 1.16
Loan originations funded .......................... $ 188,141 195,034 151,411
Return on average assets (1) ...................... .82% .93% 1.05%
Return on average equity (1) ...................... 9.24% 8.88% 8.37%
Average equity to average assets ratio ............ 8.88% 10.45% 12.52%
Noninterest expense to average assets ............. 1.76% 1.97% 2.01%

YIELDS AND RATES:

Weighted Average
Rate or Yield Average Rate or Yield During
at December 31, Year Ended December 31,
--------------- -------------------------
2000 1999 2000 1999 1998
---- ---- ---- ---- ----

Loans .................................................... 8.17% 7.88% 8.12% 7.99% 8.27%
Securities................................................... 6.50% 6.22% 6.47% 5.83% 6.32%
All interest-earning assets ................................. 8.02% 7.66% 7.98% 7.73% 7.96%
Deposits .................................................... 5.29% 4.53% 5.07% 4.56% 4.78%
All interest-bearing liabilities ............................ 5.51% 4.84% 5.28% 4.70% 4.88%
Interest-rate spread (2)..................................... 2.51% 2.82% 2.70% 3.03% 3.08%
Net yield on average interest-earning assets (3)............. N/A N/A 3.12% 3.48% 3.69%

(1) Excludes gain in 1999 on sale of real estate held for development of $886
($553 net of tax).
(2) Average yield on all interest-earning assets less average rate paid on all
interest-bearing liabilities.
(3) Net interest income divided by average interest-earning assets.

[GRAPHIC - LOGO]

Dear Stockholders:

I am pleased to report that the year 2000 was a solid year for your Company. We
again enjoyed a successful year, both in terms of the growth of the Bank and in
operating earnings. During 2000, we continued the tradition of record net income
from operations and increased quarterly cash dividends on our common stock. We
also introduced our Internet banking solution, First Federal Online Banking.
First Federal Savings Bank, the Company's subsidiary, set a new record for total
assets, ending the year with total assets in excess of $711 million. Our success
is truly a team effort, and I want to take this opportunity to thank all of you
- - our stockholders, our customers, our communities, and our employees - for your
efforts and support as we moved through 2000 and into the year 2001.

During 2000, the Company's net income from operations increased 9%, to $5.3
million from $4.8 million in 1999. As we previously reported to you, during 1999
the Company recorded a non-recurring $553,000 after-tax gain ($886,000 pre-tax)
on the sale of commercial land owned by Lake County Service Corporation, a
subsidiary of the Bank. With that non-recurring gain added to net income from
operations for 1999, the Company's total net income for 1999 was $5.4 million.
On a per share basis, basic income increased 9% to $1.50 for 2000 compared to
$1.37 (or $1.52 with the non-recurring gain) per share for 1999. On a diluted
basis, net income per share increased 11% to $1.46 for 2000, compared to $1.32
(or $1.47 with the non-recurring gain) for 1999.

In January 2001, our Board of Directors approved an 8% increase in the quarterly
cash dividend, to $.13 per common share from the $.12 per common share paid for
the prior four quarters. That increase continues previous annual increases since
1994, when the quarterly cash dividend was $.036 per common share (adjusted for
the five-for-three stock split in November 1997).

In July of 2000, we introduced our Internet banking solution, First Federal
Online Banking. I am very pleased to report that First Federal Online Banking
has received a warm reception from both our retail and commercial customers, and
enrollments have exceeded our expectations. If you haven't had a chance to check
out First Federal Online Banking, I encourage you to visit our website,
1stfederal.com, and click the "Test Drive" button; I believe you'll be
pleasantly surprised at how easily and completely you can check account
balances, transfer funds, pay bills, and access cash management services (for
commercial customers) on a 24-hour-a-day, 7-days-a-week basis. While you're at
our website, I'd also encourage you to note all the other useful information,
including our loan and deposit products and pricing, links to our press releases
and financial reports, local weather, and links to some other "local-interest"
websites.

Asset growth continues to be an important focal point for the Company. The
Company's total assets grew 20%, from $590.4 million at December 31, 1999 to
$711.5 million at December 31, 2000. Although the pace of loan originations
declined slightly during 2000 compared to 1999, the total loans receivable grew
21%, from $519.0 million to $630.4 million. During 2000, the Bank's loan
originations totaled $220.1 million, compared to $238.2 million in 1999.
Originations of residential loans were $106.4 million, commercial loans were
$47.9 million, and consumer loans were $65.8 million for 2000. Those volume
levels compare to $133.3 million, $59.2 million, and $45.7 million,
respectively, for 1999.

The Company's growth was funded by an $89.6 million increase in the Bank's
deposits, a $24 million increase in Federal Home Loan Bank advances, and $7
million of cash provided from operations. During 2000, the Bank's deposits grew
from $429.3 million to $518.9 million, an increase of 21%. Of the total increase
in deposits, checking and other transaction accounts grew $9.5 million (or 9%),
while certificates of deposit grew $80.1 million (or 25%). During 2000, advances
from the Federal Home Loan Bank grew 24%, from $99 million to $123 million. For
2000, cash provided from operations was $7.4 million, compared to $5.5 million
for 1999.

As we look forward to 2001, we are excited about finishing the remodeling of our
Main Office. We appreciate our customers' patience enduring "construction dust"
and the use of a temporary banking facility, while we improved and renovated our
Main Office facilities. We hope you will stop by to see the improvements and let
us thank you personally at our Grand Re-Opening, which we expect to occur during
the second quarter of 2001.

I am also pleased to report that the FFLC Bancorp, Inc. Dividend Reinvestment
Plan (the "Plan") established in January 2000, has been a success, with over 200
shareholders participating. The Plan allows registered stockholders of at least
50 shares of common stock to reinvest regular dividends on all or a portion of
their common stock into additional shares. The Plan also allows participants to
make optional cash purchases of common stock. The administrative costs of the
Plan, including brokerage commissions for reinvestment and optional cash
purchases, are paid by the Company. A booklet describing the Plan in detail was
mailed to stockholders in January of 2000. If you would like more information
about the Plan, please contact us.

In spite of the success we enjoyed this year, the performance of the Company's
stock during the first part of 2000 was negatively impacted by six consecutive
interest rate increases by the Federal Reserve, as well as the continued rally
in technology stocks in the early months of 2000. Like most bank stocks, our
stock suffered during the first part of the year, then began a recovery that
continued through the rest of 2000. Our stock price was $15.25 at the beginning
of 2000, declined to a low of $11.25 in March 2000, and then increased to
$14.8125 at December 31, 2000. While we wish the market would consistently and
fully credit us with the success we are experiencing, we remain convinced that
our best strategy for creating long-term value to our stockholders is to focus
on profitability and excellence in customer service.

We truly appreciate the loyalty and support of our stockholders, our customers,
and our employees. We remain committed to doing what we can to increase the
long-term value of our Company. That commitment includes meeting our customers
needs, the investment needs of our stockholders, and the needs of the
communities in which we have the privilege to serve. We believe FFLC Bancorp,
Inc. is well positioned to meet those needs, and we look forward to the
opportunities before us.

Cordially yours,

/S/ Stephen T. Kurtz
- --------------------
Stephen T. Kurtz
President and Chief Executive Officer

[GRAPHIC - First Federal Logo]

[GRAPHIC - Picture Insert of First Federal Website.]

Visit First Federal's website at http://www.1stfederal.com. This site serves as
a portal for First Federal banking services, local news, and information
regarding our communities. From this site, customers can gain access to First
Federal Online Banking, our fully interactive banking system that allows bill
payments, account inquiries, transfer of funds and more. In addition, commercial
customers can access cash management tools, make tax payments and perform
payroll processing through First Federal Online Banking. Also available at
1stfederal.com is current information about the Bank's locations, products and
services. Also, investors can get the latest information regarding FFLC Bancorp,
including stock quotes, press releases, and financial data.

First Federal Online

[GRAPHIC - Picture Insert of Online Banking Page]

First Federal introduced First Federal Online Banking in July 2000 through the
Bank's website at http://www.1stfederal.com. First Federal customers can now
access practically their entire First Federal relationship through the website,
24 hours a day, 7 days a week. From the First Federal website, customers can
take a drive of the online banking product and may enroll online. After
receiving their user ID and password, customers may log-on to check balances,
pay their bills online, reconcile their account statements, transfer funds from
one account to another, review account histories, reorder checks and more. First
Federal Online Banking is just one more added convenience to banking with First
Federal.

SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share amounts)

At December 31,
----------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----

Total assets ...................................... $711,493 590,432 463,820 400,237 346,442
Loans receivable, net ............................. 615,484 500,901 389,059 315,353 227,948
Cash and cash equivalents.......................... 30,481 34,339 22,928 15,684 10,157
Securities ........................................ 42,717 36,909 40,392 58,598 98,568
Deposits .......................................... 518,885 429,274 351,030 315,390 282,664
Borrowed funds .................................... 129,376 102,914 56,789 30,000 8,198
Stockholders' equity .............................. 59,283 55,637 53,223 51,429 53,626

For the Year Ended December 31,
-----------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----

Interest income ................................... $ 49,350 38,612 32,173 28,156 24,218
Interest expense .................................. 30,065 21,214 17,271 15,416 12,959
Net interest income ............................... 19,285 17,398 14,902 12,740 11,259
Provision for loan losses ......................... 880 719 682 649 107
Net interest income after provision for loan losses 18,405 16,679 14,220 12,091 11,152
Noninterest income (1) ............................ 1,682 1,446 1,264 1,219 809
Noninterest expense (1) ........................... 11,414 10,313 8,446 7,473 6,644
Income before provision for income taxes (1) ...... 8,673 7,812 7,038 5,837 5,317
Provision for income taxes (1) .................... 3,364 2,962 2,641 2,083 1,478
Net income (1) .................................... 5,309 4,850 4,397 3,754 3,216
Basic income per share (1) (2) .................... 1.50 1.37 1.22 1.01 .79
Weighted average number of common
shares outstanding for basic (2) ......... 3,541,400 3,548,568 3,592,253 3,700,220 4,069,825
Diluted income per share (1) (2) .................. $ 1.46 1.32 1.16 .96 .75
Weighted average number of common shares
outstanding for diluted (2) .............. 3,615,740 3,677,038 3,777,085 3,911,256 4,267,992

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

(1) Excludes gain on sale of real estate held for development in March 1999 of
$886 ($553 net of tax) and SAIF recapitalization assessment in September,
1996 of $1,655 ($1,032 net of tax).

(2) All per share amounts have been restated to reflect the five-for-three
stock split in November, 1997.

SELECTED CONSOLIDATED FINANCIAL RATIOS
AND OTHER DATA:

At or For the Year Ended December 31,
-------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----

Return on average assets (6) .................... .82% .93% 1.05% 1.00% 0.96%
Return on average equity (6) .................... 9.24% 8.88% 8.37% 7.18% 5.80%
Dividend payout ratio ........................... 32.32% 28.95% 29.51% 28.51% 44.71%
Average equity to average assets ................ 8.88% 10.45% 12.52% 13.93% 16.62%
Total equity to total assets .................... 8.33% 9.42% 11.47% 12.85% 15.48%
Interest rate spread during year(1) ............. 2.70% 3.03% 3.08% 2.86% 2.73%
Net interest margin (2) ......................... 3.12% 3.48% 3.69% 3.53% 3.50%
Nonperforming assets to total assets (3) ........ .39% 0.47% 0.17% 0.19% 0.30%
Nonperforming loans to total loans (4) .......... .40% 0.46% 0.11% 0.07% 0.28%
Allowance for loan losses to non-performing loans 141.51% 119.01% 514.19% 695.87% 159.61%
Allowance for loan and REO
losses to nonperforming assets ......... 127.49% 101.77% 281.85% 224.83% 103.51%
Allowance for loan losses to gross loans ........ .56% 0.54% 0.57% 0.51% 0.45%
Operating expenses to average assets (6) ........ 1.76% 1.97% 2.01% 1.99% 1.99%
Operating efficiency ratio (6) .................. 54.44% 54.73% 52.25% 53.54% 55.05%
Average interest-earning assets to
average interest-bearing liabilities ... 1.09 1.11 1.14 1.16 1.18
Net interest income to noninterest expenses ..... 1.69 1.69 1.76 1.70 1.36
Total shares outstanding (5) .................... 3,532,561 3,583,938 3,655,620 3,743,988 4,062,895
Book value per common share outstanding (5) ..... $ 16.78 15.52 14.56 13.74 13.20
Number of banking offices (all full-service) .... 12 12 9 9 9

- -------------
(1) Difference between weighted average yield on all interest-earning assets
and weighted average rate on all interest-bearing liabilities.
(2) Based upon net interest income before provision for loan losses divided by
average interest-earning assets.
(3) Nonperforming assets consist of nonperforming loans and foreclosed real
estate.
(4) Nonperforming loans consist of loans 90 days or more delinquent.
(5) All per share amounts have been restated to reflect the five-for-three
stock split in November, 1997.
(6) Excludes gain on sale of real estate held for development in March 1999 of
$886,000 ($553,000 net of tax) and SAIF recapitalization assessment in
September, 1996 of $1,655,000 ($1,032,000 net of tax).

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

GENERAL

First Federal Savings Bank of Lake County, the subsidiary of FFLC, was organized
in 1934 as a federally chartered savings and loan association and converted to a
federally chartered stock savings bank on January 4, 1994. The Bank's principal
business continues to be attracting retail deposits from the general public and
investing those deposits, together with principal repayments on loans and
investments and funds generated from operations, primarily in mortgage loans
secured by one-to-four-family, owner-occupied homes, commercial loans, consumer
securities and, to a lesser extent, construction loans and other loans, and
multi-family residential mortgage loans. In addition, the Bank holds investments
permitted by federal laws and regulations including securities issued by the
U.S. Government and agencies thereof. The Bank's revenues are derived
principally from interest on its loan and mortgage-backed securities portfolios
and interest and dividends on its investment securities.

The Bank is a community-oriented savings institution offering a variety of
financial services to meet the needs of the communities it serves. The Bank's
deposit gathering and lending markets are primarily concentrated in the
communities surrounding its full service offices located in Lake, Sumter and
Citrus counties in central Florida. Management believes that its offices are
located in communities that generally can be characterized as rural service and
retirement communities with residential neighborhoods comprised predominately of
one-to-four-family residences. The Bank is the largest (by asset size)
locally-based financial institution in Lake County, and serves its market area
with a wide selection of residential mortgage loans and other retail financial
services. Management considers the Bank's reputation for financial strength and
customer service as a major advantage in attracting and retaining customers in
its market area and believes it benefits from its community orientation as well
as its established deposit base and level of core deposits.

The Company's net income from operations increased 9% to $5.3 million for the
year ended December 31, 2000 from $4.8 million for the 1999 period. The Bank's
total assets increased 20.5% to $711.5 million at December 31, 2000 from $590.4
million at December 31, 1999. That increase resulted primarily from a 22.9%
increase in net loans receivable to $615.5 million at December 31, 2000 from
$500.9 million at December 31, 1999, reflecting increased local loan demand.
Cash and cash equivalents decreased 11.2% to $30.5 million at December 31, 2000
from $34.3 million at December 31, 1999. Securities increased 15.7% or $5.8
million during 2000. Deposits increased 20.9% to $518.9 million at December 31,
2000 from $429.3 million at December 31, 1999. Advances from the Federal Home
Loan Bank increased $24 million, to $123 million at December 31, 2000 from $99
million at December 31, 1999.

REGULATION AND LEGISLATION

General

The operating results of the Bank are affected by Federal laws and regulations
and the Bank is subject to extensive regulation, examination and supervision by
the Office of Thrift Supervision ("OTS"), as its chartering agency, and the
Federal Deposit Insurance Corporation ("FDIC"), as the deposit insurer. The Bank
is a member of the Federal Home Loan Bank ("FHLB") System and its deposit
accounts are insured up to applicable limits by the FDIC under the SAIF
("Savings Association Insurance Fund"). The Bank must file reports with the OTS
and the FDIC concerning its activities and financial condition in addition to
obtaining regulatory approvals prior to entering into certain transactions such
as mergers with, or acquisitions of, other financial institutions. The OTS and
the FDIC conduct periodic examinations to test the Bank's compliance with
various regulatory requirements. The activities of the Company and the Bank are
governed by the Home Owner's Loan Act, as amended (the "HOLA"), and, in certain
respects, the Federal Deposit Insurance Act (the "FDIA"). A more complete
description of the HOLA and FDIA is included in the Form 10-K.

Capital Requirements

The OTS capital regulations require savings institutions to meet three capital
standards: a 1.5% tangible capital standard; a 3% leverage (core capital) ratio;
and an 8% risk-based capital standard. Under the OTS final rule implementing
FDICIA, generally, a well-capitalized institution is defined as one that meets
the following capital standards: a 5% tangible capital standard; a 6% leverage
(core capital) ratio; and a 10% risk-based capital standard, and has not been
notified by its Federal banking agency that it is in a "troubled condition." At
December 31, 2000, the Bank met each of its capital requirements and met the
criteria of a "well-capitalized" institution as defined above.

Insurance of Deposit Accounts

The FDIC has adopted a risk-based deposit insurance system that assesses deposit
insurance premiums according to the level of risk involved in an institution's
activities. An institution's risk category is based upon whether the institution
is classified as "well capitalized," "adequately capitalized" or "less than
adequately capitalized" and one of three supervisory subcategories within each
capital group. The supervisory subgroup to which an institution is assigned is
based on a supervisory evaluation and information which the FDIC determines to
be relevant to the institution's financial condition and the risk posed to the
deposit insurance fund. Effective January 1, 1997, the FDIC lowered the annual
assessment rates for SAIF members to 0 to 27 basis points. The FDIC has
authority to raise premiums if deemed necessary. If such action is taken, it
could have an adverse effect on the earnings of the institution.

Under the FDIA, insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe or unsound practices, is in
an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by the FDIC or the
OTS. The management of the Bank does not know of any practice, condition or
violation that might lead to termination of deposit insurance.

CREDIT RISK

The Bank's primary business is lending on residential real estate, an activity
with the inherent risk of generating potential loan losses the magnitude of
which depend on a variety of factors affecting borrowers which are beyond the
control of the Bank. The Bank has underwriting guidelines and credit review
procedures designed to minimize such credit losses.

RESULTS OF OPERATIONS

The Company's results of operations are dependent primarily on net interest
income, which is the difference between the income earned on its
interest-earning assets, primarily its loans, mortgage-backed securities and
investment securities, and its interest-bearing liabilities, consisting of
deposits and borrowings. The operating expenses of the Company principally
consist of employee compensation, occupancy expenses, federal deposit insurance
premiums and other general and administrative expenses. The Company's results of
operations are also significantly affected by general economic and competitive
conditions, particularly changes in market interest rates, government policies
and actions of regulatory authorities.

Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities. Net interest income depends
upon the volume of interest-earning assets and interest-bearing liabilities and
the interest rates earned or paid on them.

The following table sets forth, for the periods indicated, information regarding
(i) the total dollar amount of interest and dividend income of the Company from
interest-earning assets and the resultant average yields; (ii) the total dollar
amount of interest expense on interest-bearing liabilities and the resultant
average costs; (iii) net interest/dividend income; (iv) interest-rate spread;
(v) net interest margin; and (vi) weighted average yields and rates at December
31, 2000. Yields and costs were derived by dividing income or expense by the
average balance of assets or liabilities, respectively, for the periods shown.
The average balance of loans receivable includes loans on which the Company has
discontinued accruing interest. The yields and costs include fees which are
considered to constitute adjustments to yields.

Year Ended December 31,
-----------------------------------------------------------------
2000 1999
------------------------------- --------------------------------
Yield At Average Average
December 31, Average Yield/ Average Yield/
2000 Balance Interest Cost Balance nterest Cost
---- ------- -------- ---- ------- ------- ----
(Dollars in thousands)

Interest-earning assets:
Loans receivable............................. 8.17% $ 562,392 45,656 8.12% $ 442,213 35,315 7.99%
Securities................................... 6.50 37,382 2,417 6.47 37,951 2,213 5.83
Other interest-earning assets (1)............ 6.55 19,026 1,277 6.71 19,404 1,084 5.59
------- ------ ------- ------

Total interest-earning assets....... 8.02 618,800 49,350 7.98 499,568 38,612 7.73
------ ------

Noninterest-earning assets......................... 28,090 23,062
------- --------

Total assets........................ $ 646,890 $ 522,630
======= =======

Interest-bearing liabilities:
NOW and money market
accounts................................ 2.67 82,710 2,182 2.64 66,892 1,631 2.44
Passbook and statement savings
accounts................................ 1.99 20,179 421 2.09 22,170 485 2.19
Certificates................................. 6.19 356,219 20,672 5.80 285,898 14,967 5.24
FHLB advances................................ 6.18 104,647 6,497 6.21 74,515 4,038 5.42
Other borrowings............................. 5.25 5,729 293 5.11 1,916 93 4.85
-------- ------- -------- --------

Total interest-bearing
liabilities....................... 5.51 569,484 30,065 5.28 451,391 21,214 4.70
------ ------

Noninterest-bearing deposits....................... 13,221 10,411
Noninterest-bearing liabilities.................... 6,756 6,202
Stockholders' equity............................... 57,429 54,626
------- --------

Total liabilities and equity........ $ 646,890 $ 522,630
======= =======

Net interest-earning assets and
interest-rate spread (2)..................... 2.51% $ 49,316 2.70% $ 48,177 3.03%
==== ======= ==== ======= ====

Net interest income and net
margin (3)................................... $ 19,285 3.12% $ 17,398 3.48%
====== ==== ====== ====
Ratio of interest-earning assets
to interest-bearing liabilities.............. 1.09 1.11
==== ====

Year Ended December 31,
--------------------------------------
1998
--------------------------------------
Average
Average Yield/
Balance Interest Cost
------- -------- ----
(Dollars in thousands)

Interest-earning assets:
Loans receivable............................. $ 343,967 28,450 8.27%
Securities................................... 44,533 2,814 6.32
Other interest-earning assets (1)............ 15,606 909 5.82
-------- -------

Total interest-earning assets....... 404,106 32,173 7.96
------

Noninterest-earning assets......................... 15,130
--------

Total assets........................ $ 419,236
=======

Interest-bearing liabilities:
NOW and money market
accounts................................ 49,862 1,088 2.18
Passbook and statement savings
accounts................................ 23,683 517 2.18
Certificates................................. 246,375 13,674 5.55
FHLB advances................................ 33,718 1,991 5.90
Other borrowings............................. 14 1 7.14
--------- --------

Total interest-bearing
liabilities....................... 353,652 17,271 4.88
------

Noninterest-bearing deposits....................... 7,602
Noninterest-bearing liabilities.................... 5,473
Stockholders' equity............................... 52,509
-------

Total liabilities and equity........ $ 419,236
=======

Net interest-earning assets and
interest-rate spread (2)..................... $ 50,454 3.08%
======= ====

Net interest income and net
margin (3)................................... $ 14,902 3.69%
====== ====
Ratio of interest-earning assets
to interest-bearing liabilities.............. 1.14
====

- -------------
(1) Includes interest-bearing deposits, federal funds sold and FHLB Stock.
(2) Interest-rate spread represents the difference between the average yield
on interest-earning assets and the average cost of interest bearing
liabilities.
(3) Net interest margin is net interest income divided by average
interest-earning assets.

The following table discloses the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Company's interest income and interest expense
during the periods indicated. Information is provided in each category with
respect to (i) changes attributable to changes in volume (changes in volume
multiplied by prior rate), (ii) changes attributable to changes in rate (changes
in rate multiplied by prior volume) and (iii) changes attributable to changes in
rate/volume (changes in rate multiplied by changes in volume).

Year Ended December 31, Year Ended December 31,
2000 vs. 1999 1999 vs. 1998
Increase (Decrease) Increase (Decrease)
--------------------------------------- ---------------------------------------
Due to Due to
--------------------------------------- ---------------------------------------
Rate/ Rate/
Rate Volume Volume Net Rate Volume Volume Net
---- ------ ------ --- ---- ------ ------ ---
(Dollars in thousands)

Interest-earning assets:
Loan receivable, net............ $ 585 9,597 159 10,341 (981) 8,126 (280) 6,865
Securities .................... 241 (33) (4) 204 (217) (416) 32 (601)
Other interest-earning (1)...... 218 (21) (4) 193 (37) 221 (9) 175
------ ------ ---- ------- ------ ------ ---- ------

Total............... 1,044 9,543 151 10,738 (1,235) 7,931 (257) 6,439
----- ----- --- ------ ----- ----- ---- -----

Interest-bearing liabilities:
NOW and money market accounts... 134 385 32 551 128 371 44 543
Passbook and statement savings
accounts.................. (22) (44) 2 (64) 1 (33) - (32)
Certificates.................... 1,624 3,682 399 5,705 (776) 2,193 (124) 1,293
FHLB advances................... 588 1,633 238 2,459 (164) 2,409 (198) 2,047
Other borrowings................ 5 185 10 200 - 136 (44) 92
------- ------ ---- ------ ------- ------ ---- -------

Total............... 2,329 5,841 681 8,851 (811) 5,076 (322) 3,943
----- ----- --- ------ ----- ----- ---- -----

Net change in net interest
income.......................... $(1,285) 3,702 (530) 1,887 (424) 2,855 65 2,496
===== ===== === ====== ===== ===== ==== =====

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

(1) Includes interest-bearing deposits, federal funds sold and FHLB Stock.

LIQUIDITY AND CAPITAL RESOURCES

The Bank is required to maintain minimum levels of liquid assets as defined by
OTS regulations. That requirement, which varies periodically depending upon
economic conditions and deposit flows, is based upon a percentage of deposits
and short-term borrowings. The current required ratio is 4%. The Bank
historically has maintained a level of liquid assets in excess of the regulatory
requirement. Liquid assets consist of cash, cash equivalents and short- and
intermediate-term U.S. Government and government agency securities. The
maintenance of liquid assets allows for the possibility of disintermediation
when interest rates fluctuate. The Bank's liquidity ratios were 10.3% and 18.7%
at December 31, 2000 and December 31, 1999, respectively.

The Bank's sources of funds include proceeds from payments and prepayments on
mortgage loans and mortgage-backed securities, proceeds from the maturities of
investment securities and deposits. While maturities and scheduled amortization
of loans and investment securities are predictable sources of funds, deposit
inflows and mortgage prepayments are greatly influenced by local conditions,
general interest rates, and regulatory changes.

At December 31, 2000, the Bank had outstanding commitments to originate $13.2
million of loans, to fund unused lines of credit of $34.8 million, to fund the
undisbursed portion of loans in process of $12.1 million and $1.5 million in
outstanding standby letters of credit. The Bank believes that it will have
sufficient funds available to meet its commitments. At December 31, 2000,
certificates of deposit which were scheduled to mature in one year or less
totaled $316.3 million. Management believes, based on past experience, that a
significant portion of these funds will remain with the Bank.

REGULATORY CAPITAL REQUIREMENTS

As a federally-chartered financial institution, the Bank is required to maintain
certain minimum amounts of regulatory capital. Regulatory capital is not a
valuation allowance and has not been created by charges against earnings. The
following table provides a summary of the capital requirements, the Bank's
regulatory capital and the amounts in excess at December 31, 2000:

Tangible Core Risk-Based
--------------------- ---------------------- ---------------------
% of % of % of Risk-
Adjusted Adjusted Weighted
Amount Assets Amount Assets Amount Assets
------ ------ ------ ------ ------ ------
(Dollars in thousands)

Regulatory capital....... $ 55,470 7.80% $ 55,470 7.80% $ 58,702 13.17%
Requirement.............. 10,670 1.50 21,340 3.00 35,648 8.00
------- ---- ------ ---- ------ -----

Excess ................ $ 44,800 6.30% $ 34,130 4.80% $ 23,054 5.17%
======== ==== ====== ==== ====== =====

MARKET RISK

Market risk is the risk of loss from changes in market prices and rates. The
Company's market risk arises primarily from interest-rate risk inherent in its
lending and deposit taking activities. To that end, management actively monitors
and manages its interest-rate risk exposure. The measurement of market risk
associated with financial instruments is meaningful only when all related and
offsetting on- and off-balance-sheet transactions are aggregated, and the
resulting net positions are identified. Disclosures about the fair value of
financial instruments, which reflect changes in market prices and rates, can be
found in Note 9 of Notes to Consolidated Financial Statements.

The Company's primary objective in managing interest-rate risk is to minimize
the adverse impact of changes in interest rates on the Bank's net interest
income and capital, while adjusting the Company's asset-liability structure to
obtain the maximum yield-cost spread on that structure. The Company relies
primarily on its asset-liability management to control interest-rate risk.
However, a sudden and substantial increase in interest rates may adversely
impact the Company's earnings, to the extent that the interest rates borne by
assets and liabilities do not change at the same speed, to the same extent, or
on the same basis. The Company does not engage in trading activities.

ASSET /LIABILITY MANAGEMENT

The Bank's primary mission is to provide home ownership by offering permanent
and construction residential mortgage loans and consumer financing and by
providing conveniently located depository facilities with transaction, savings
and certificate accounts. The Bank's goal is to continue to be a
well-capitalized and profitable operation that provides service that is
professional, efficient and courteous. The Bank seeks to fulfill its mission and
accomplish its goals by pursuing the following strategies: (i) emphasizing
lending in the one-to-four-family residential mortgage market; (ii) controlling
interest-rate risk; (iii) managing deposit pricing and asset growth; (iv)
emphasizing cost control; and (v) maintaining asset quality by investing in
mortgage-backed securities which, in management's judgment, provide a balance
between yield and safety in a home mortgage related investment. It is
management's intention to continue to employ these strategies over the
foreseeable future.

The Bank's profitability, like that of most financial institutions, is dependent
to a large extent upon its net interest income, which is the difference between
its interest income on interest-earning assets, such as loans, mortgage-backed
securities and investment securities, and its interest expense on
interest-bearing liabilities, such as deposits and other borrowings. Financial
institutions continue to be affected by general changes in levels of interest
rates and other economic factors beyond their control. At December 31, 2000, the
Bank's one-year interest sensitivity gap (the difference between the amount of
interest-earning assets anticipated by the Bank to mature or reprice within one
year and the amount of interest-bearing liabilities anticipated by the Bank to
mature or reprice within one year) as a percentage of total assets was a
positive 8.92%. Generally, an institution with a positive gap would experience
an increase in net interest income in a period of rising interest rates or a
decrease in net interest income in a period of declining interest rates.
However, certain shortcomings are inherent in the sensitivity analysis presented
above. For example, although certain assets and liabilities may have similar
maturities or periods to repricing, they may react in different manners to
changes in market interest rates. Therefore, no assurance can be given that the
Bank will be able to maintain its net interest-rate spread as market interest
rates fluctuate.

The Bank monitors its interest-rate risk through the Asset/Liability Committee
which meets monthly and reports the results of such monitoring quarterly to the
Board of Directors. The Bank's policy is to seek to maintain a balance between
interest-earning assets and interest-bearing liabilities so that the Bank's
cumulative one-year gap ratio is within a range which management believes is
conducive to maintaining profitability without incurring undue risk. The Bank
has increased its investment in adjustable-rate and shorter average life,
fixed-rate mortgage-related securities in order to position itself against the
consequences of rising interest rates. The Bank also maintains liquid assets in
excess of the regulatory requirement, allowing for the possibility of
disintermediation when interest rates fluctuate. The Bank's liquidity ratio of
10.3% at December 31, 2000 is significantly higher than the regulatory
requirement of 4%. In addition, the Bank's large stable core deposit base
resulting from its continuing commitment to quality customer service has
historically provided it with a steady source of funds.

The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2000 that are expected
to reprice, based upon certain assumptions, in each of the future periods shown.

More More More More More
than than than than than
Three Six One Three Five More
Three Months Months Year Years Years than
Months to Six to 12 to 3 to 5 to 10 Ten
or Less Months Months Years Years Years Years Total
-------- ------- ------ ------- -------- ------- ------ -------

Rate-sensitive assets:
Mortgage loans, net of LIP .. $113,624 65,846 79,077 165,083 45,879 24,558 13,824 507,891
Commercial and consumer
loans ..................... 28,313 10,633 17,891 41,222 10,741 1,412 207 110,419
Mortgage-backed
securities ................ 5,083 3,742 1,996 2,202 569 643 159 14,394
Interest-earning deposits ... 14,445 -- -- -- -- -- -- 14,445
Investment securities ....... 1,376 -- 5,001 12,967 -- -- -- 19,344
Mutual funds ................ 8,979 -- -- -- -- -- -- 8,979
FHLB stock .................. 6,150 -- -- -- -- -- -- 6,150
-------- -------- -------- -------- -------- -------- -------- --------

Total interest-earning
assets ........... 177,970 80,221 103,965 221,474 57,189 26,613 14,190 681,622
-------- -------- -------- -------- -------- -------- -------- --------

Rate-sensitive liabilities:
Deposits:
Savings accounts .......... 1,328 1,236 2,221 6,283 3,533 3,465 1,077 19,143
NOW and money
market accounts ...... 6,004 5,587 10,037 28,385 15,967 15,657 4,872 86,509
Certificates .............. 60,121 46,211 139,584 146,564 7,418 -- -- 399,898
Borrowed funds .............. 6,376 -- 20,000 89,000 14,000 -- -- 129,376
-------- -------- -------- -------- -------- -------- -------- --------

Total interest-bearing
liabilities ...... 73,829 53,034 171,842 270,232 40,918 19,122 5,949 634,926
-------- -------- -------- -------- -------- -------- -------- --------

Interest-sensitivity gap ........ $104,141 27,187 (67,877) (48,758) 16,271 7,491 8,241 46,696
======== ======== ======== ======== ======== ======== ======== ========

Cumulative interest-
sensitivity gap ........... $104,141 131,329 63,452 14,693 30,964 38,455 46,696
======== ======== ======== ======== ======== ======== ========

Cumulative interest-earning
assets .................... $177,970 258,192 362,157 583,630 640,819 667,432 681,622
======== ======== ======== ======== ======== ======== ========

Cumulative interest-bearing
liabilities ............... $ 73,829 126,863 298,705 568,937 609,855 628,977 634,926
======== ======== ======== ======== ======== ======== ========

Cumulative interest-sensitivity
gap as a percentage of
total assets .............. 14.64% 18.46% 8.92% 2.07% 4.35% 5.40% 6.56%
======== ======== ======== ====== ======== ======== ========

Cumulative interest-earning
assets as a percentage of
cumulative interest-bearing
liabilities ............... 241.06% 203.52% 121.24% 102.58% 105.08% 106.11% 107.35%
======== ======== ======== ======== ======== ======== ========

COMPARISON OF YEARS ENDED DECEMBER 31, 2000 TO DECEMBER 31, 1999

General Operating Results. Net income for the year ended December
31, 2000 was $5.3 million, or $1.50 and $1.46 per basic and
diluted share, respectively, compared to $5.4 million, or
$1.52 and $1.47 per basic and diluted share, respectively,
for the comparable period in 1999. Net income for the 1999
period included a gain on sale of real estate held for
development of $886,000 ($553,000, net of tax). Without the
1999 gain on sale, net income for 2000 exceeded net income
for the 1999 period by $460,000 or 9.5%. An increase in
interest income of $10.7 million, partially offset by
increases in interest expense of $8.9 million and
noninterest expense of $1.1 million contributed to the
increase in net income during the current year.

Interest Income. Interest income increased $10.7 million or
27.8%, from $38.6 million for the year ended December 31,
1999 to $49.4 million for the comparable period in 2000. The
increase was due to a $119.2 million or 23.9% increase in
average interest-earning assets outstanding for the year
ended December 31, 2000 compared to the 1999 period and an
increase in the average yield earned on interest-earning
assets from 7.73% for the year ended December 31, 1999 to
7.98% for the year ended December 31, 2000.

Interest Expense. Interest expense increased $8.9 million or
41.7%, from $21.2 million for the year ended December 31,
1999 to $30.1 million for the year ended December 31, 2000.
The increase was due to an increase of $118.1 million in
average interest-bearing liabilities. Average
interest-bearing liabilities increased from $451.4 million
outstanding during the year ended December 31, 1999 to
$569.5 million outstanding during the comparable period for
2000. The average yield paid on interest-bearing liabilities
increased from 4.70% for the year ended December 31, 1999 to
5.28% for the comparable 2000 period.

Noninterest Income. Noninterest income for the year ended
December 31, 1999 exceeded noninterest income for the year
ended December 31, 2000 primarily as a result of the
previously discussed pretax gain on sale of real estate held
for development recognized during 1999, partially offset by
an increase of $201,000 in deposit account fees during the
2000 period.

Noninterest Expense. Noninterest expense increased by $1.1
million or 10.7%, from $10.3 million for the year ended
December 31, 1999 to $11.4 million for the year ended
December 31, 2000. The increase was primarily due to
increases in salaries and employee benefits of $506,000,
occupancy expense of $370,000 and data processing expense of
$288,000, all of which related to the overall growth of the
Company.

Provision for Income Taxes. The provision for federal and state
income taxes decreased from $3.3 million for the year ended
December 31, 1999 (an effective tax rate of 37.9%) to $3.4
million (an effective tax rate of 38.8%) for the
corresponding period for 2000.

COMPARISON OF YEARS ENDED DECEMBER 31, 1999 TO DECEMBER 31, 1998

General Operating Results. Net income for the year ended December
31, 1999, was $5.4 million or $1.52 per basic income per
share, compared to net income for the year ended December
31, 1998 of $4.4 million or $1.22 per basic income per
share. The increase in net income was primarily the result
of an increase of $2.5 million in net interest income before
provision for loan losses for 1999, partially offset by an
increase of $1.9 million in noninterest expenses in 1999.

Interest Income. Interest income increased $6.4 million, or
20.0%, from $32.2 million for the year ended December 31,
1998 to $38.6 million for the year ended December 31, 1999.
The increase was due to an increase in the average balance
of total interest-earning assets, primarily loans, from
$404.1 million for the year ended December 31, 1998 to
$499.6 million for the year ended December 31, 1999, an
increase of $95.5 million, or 23.6%, partially offset by a
decrease in the average yield on interest-earning assets
from 7.96% for the year ended December 31, 1998 to 7.73% for
the year ended December 31, 1999. The average yield on loans
decreased from 8.27% for the year ended December 31, 1998 to
7.99% for the year ended December 31, 1999. The average
yield on securities decreased from 6.32% for the year ended
December 31, 1998 to 5.83% for the year ended December 31,
1999. The average yield on other interest earning assets
decreased from 5.82% for the year ended December 31, 1998 to
5.59% for the year ended December 31, 1999.

Interest Expense. Interest expense increased $3.9 million from
$17.3 million at December 31, 1998 to $21.2 million at
December 31, 1999. The increase was due to a $97.7 million
or 27.6% increase in the average balance of total
interest-bearing liabilities from $353.7 million for the
year ended December 31, 1998 to $451.4 million for the year
ended December 31, 1999 offset in part by a decrease in the
weighted-average rate paid on interest-bearing liabilities
from 4.88% during 1998 to 4.70% in 1999.

Provision for Loan Losses. The Bank's provision for loan losses
increased from $682,000 for the year ended December 31, 1998
to $719,000 for the year ended December 31, 1999. The
increase of $37,000 reflects the Bank's continuing policy of
evaluating the adequacy of its allowance for loan losses and
prevailing standards within the thrift industry. Generally,
such evaluation includes consideration of the level of
nonperforming loans and the level and composition of the
Bank's loan portfolio.

Noninterest Income. Noninterest income increased from $1.3
million for the year ended December 31, 1998 to $2.3 million
for the year ended December 31, 1999. The increase was
primarily due to a $886,000 gain recognized in 1999 from the
sale of real estate held for development and a $117,000
increase in other service charges and fees.

Noninterest Expense. Noninterest expense consists primarily of
salaries and employee benefits and occupancy expense.
Noninterest expense increased $1.9 million for the year
ended December 31, 1999 compared to 1998. The increase was
primarily due to a $998,000 increase in salaries and
employee benefits and a $459,000 increase in occupancy
expense, all of which resulted from the growth of the
Company.

Provision for Income Taxes. The provision for federal and state
income taxes increased from $2.6 million for the year ended
December 31, 1998 to $3.3 million for the year ended
December 31, 1999. The effective tax rate increased from
37.5% for the year ended December 31, 1998 to 37.9% for the
year ended December 31, 1999.

IMPACT OF INFLATION AND CHANGING PRICES

The Consolidated Financial Statements and Notes thereto presented herein have
been prepared in accordance with GAAP, which requires the measurement of
financial position and operating results in terms of historical dollars without
considering the changes in the relative purchasing power of money over time due
to inflation. The impact of inflation is reflected in the increased cost of the
Bank's operations. Unlike most industrial companies, nearly all the assets and
liabilities of the Bank are monetary in nature. As a result, interest rates have
a greater impact on the Bank's performance than do the effects of general levels
of inflation. Interest rates do not necessarily move in the same direction or to
the same extent as the price of goods and services.

FFLC BANCORP, INC.

Consolidated Balance Sheets
($ in thousands, except per share amounts)

December 31,
-------------------
2000 1999
---- ----
Assets

Cash and due from banks ............................................ $ 16,036 17,313
Interest-bearing deposits .......................................... 14,445 17,026
--------- ---------

Cash and cash equivalents ....................... 30,481 34,339

Securities available for sale ...................................... 42,717 36,909
Loans receivable, net of allowance for loan losses of $3,552 in 2000
and $2,811 in 1999 .......................................... 615,484 500,901
Accrued interest receivable:
Securities .................................................. 506 407
Loans receivable ............................................ 3,244 2,408
Premises and equipment, net ........................................ 11,490 9,386
Foreclosed real estate ............................................. 276 400
Federal Home Loan Bank stock, at cost .............................. 6,150 4,950
Deferred income taxes .............................................. 240 --
Other assets ....................................................... 905 732
--------- ---------

Total ........................................... $ 711,493 590,432
========= =========

Liabilities and Stockholders' Equity

Liabilities:
Noninterest-bearing demand deposits ......................... 13,335 11,100
NOW and money market accounts ............................... 86,509 77,293
Savings accounts ............................................ 19,143 21,110
Certificates ................................................ 399,898 319,771
--------- ---------

Total deposits .................................. 518,885 429,274
--------- ---------

Advances from Federal Home Loan Bank ............................... 123,000 99,000
Other borrowed funds ............................................... 6,376 3,914
Deferred income taxes .............................................. -- 102
Accrued expenses and other liabilities ............................. 3,949 2,505
--------- ---------

Total liabilities ............................... 652,210 534,795
--------- ---------

Commitments and contingencies (Notes 4, 9 and 12)

Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none outstanding ...................................... -- --
Common stock, $.01 par value, 9,000,000 shares authorized,
4,491,646 in 2000 and 4,447,461 in 1999 shares issued . 45 44
Additional paid-in-capital .................................. 31,010 30,273
Retained income ............................................. 47,132 43,539
Accumulated other comprehensive income (loss) ............... 81 (182)
Treasury stock, at cost (959,085 shares in 2000 and
863,523 shares in 1999) ............................... (18,985) (17,721)
Stock held by Incentive Plan Trusts ......................... -- (316)
--------- ---------

Total stockholders' equity ...................... 59,283 55,637
--------- ---------

Total ........................................... $ 711,493 590,432
========= =========

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

Consolidated Statements of Income
($ in thousands, except per share amounts)

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

Interest income:
Loans receivable ........................................ $ 45,656 35,315 28,450
Securities available for sale ........................... 2,417 1,798 1,169
Securities held to maturity ............................. -- 415 1,645
Other interest-earning assets ........................... 1,277 1,084 909
---------- ---------- ----------

Total interest income ............................. 49,350 38,612 32,173
---------- ---------- ----------

Interest expense:
Deposits ................................................ 23,275 17,083 15,279
Borrowed funds .......................................... 6,790 4,131 1,992
---------- ---------- ----------

Total interest expense ............................ 30,065 21,214 17,271
---------- ---------- ----------

Net interest income ............................... 19,285 17,398 14,902

Provision for loan losses ...................................... 880 719 682
---------- ---------- ----------

Net interest income after provision for loan losses 18,405 16,679 14,220
---------- ---------- ----------

Noninterest income:
Deposit account fees .................................... 825 624 558
Other service charges and fees .......................... 679 735 618
Gain on sale of real estate held for development ........ -- 886 --
Other ................................................... 178 87 88
---------- ---------- ----------

Total noninterest income .......................... 1,682 2,332 1,264
---------- ---------- ----------

Noninterest expense:
Salaries and employee benefits .......................... 6,722 6,216 5,218
Occupancy expense ....................................... 1,889 1,519 1,060
Deposit insurance premium ............................... 90 214 195
Advertising and promotion ............................... 328 333 278
Data processing expense ................................. 900 612 477
Professional services ................................... 297 282 303
Other ................................................... 1,188 1,137 915
---------- ---------- ----------

Total noninterest expense ......................... 11,414 10,313 8,446
---------- ---------- ----------

Income before income taxes ..................................... 8,673 8,698 7,038

Income taxes ...................................... 3,364 3,296 2,641
---------- ---------- ----------

Net income ..................................................... $ 5,309 5,402 4,397
========== ========== ==========

Basic income per share of common stock ......................... $ 1.50 1.52 1.22
========== ========== ==========

Weighted-average number of shares outstanding for basic ........ 3,541,400 3,548,568 3,592,253
========== ========== ==========

Diluted income per share of common stock ....................... $ 1.46 1.47 1.16
========== ========== ==========

Weighted-average number of shares outstanding for diluted ...... 3,615,740 3,677,038 3,777,085
========== ========== ==========

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

Consolidated Statements of Changes in Stockholders' Equity
($ in thousands, except per share amounts)

Stock
Held
By Accumulated
Additional Incentive Other Total
Common Paid-In Treasury Plan Retained Comprehensive Stockholders'
Stock Capital Stock Trusts Income Income (Loss) Equity
------- --------- -------- ---------- ------ ------------ --------

Balance at December 31, 1997 .............. $ 43 28,265 (12,466) (947) 36,622 (88) 51,429
-------

Comprehensive income:

Net income ......................... -- -- -- -- 4,397 -- 4,397

Change in unrealized gains
(losses) on securities available
for sale, net of income taxes
of $14 ......................... -- -- -- -- -- 23 23
-------

Comprehensive income ...................... 4,420
-------

Net proceeds from the issuance of
58,895 shares of common
stock .............................. 1 359 -- -- -- -- 360

Shares committed to participants
in incentive plans (109,794
shares remain uncommitted
at December 31, 1998) .............. -- 662 -- 316 -- -- 978

Dividends paid, net of $38 of
dividends on ESOP shares
recorded as compensation
expense ............................ -- -- -- -- (1,305) -- (1,305)

Purchase of treasury stock,
148,263 shares ..................... -- -- (2,659) -- -- -- (2,659)
------- ------- ------- ------- ------- ------- -------

Balance at December 31, 1998 .............. $ 44 29,286 (15,125) (631) 39,714 (65) 53,223
======= ======= ======= ======= ======= ======= =======

(continued)

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

Consolidated Statements of Changes in Stockholders' Equity, Continued
($ in thousands, except per share amounts)

Balance at December 31, 1998 $ 44 29,286 (15,125) (631) 39,714 (65) 53,223
-------

Comprehensive income:

Net income -- -- -- -- 5,402 -- 5,402

Change in unrealized gains
(losses) on securities available
for sale, net of income taxes
of $70 -- -- -- -- -- (117) (117)
------- -------

Comprehensive income 5,285
-------

Net proceeds from the issuance of
75,420 shares of common
stock -- 453 -- -- -- -- 453

Shares committed to participants
in incentive plans (57,355
shares remain uncommitted
at December 31, 1999) -- 534 -- 315 -- -- 849

Dividends paid, net of $23 of
dividends on ESOP shares
recorded as compensation
expense -- -- -- -- (1,577) -- (1,577)

Purchase of treasury stock,
147,102 shares -- -- (2,596) -- -- -- (2,596)
------- ------- ------- ------ ------- ------- -------

Balance at December 31, 1999 $ 44 30,273 (17,721) (316) 43,539 (182) 55,637
======= ======= ======= ====== ======= ======= =======

(continued)

FFLC BANCORP, INC.

Consolidated Statements of Changes in Stockholders' Equity, Continued
($ in thousands, except per share amounts)

Balance at December 31, 1999 $ 44 30,273 (17,721) (316) 43,539 (182) 55,637
-------

Comprehensive income:

Net income -- -- -- -- 5,309 -- 5,309

Change in unrealized gains
(losses) on securities available
for sale, net of income taxes
of $158 -- -- -- -- -- 263 263
-------

Comprehensive income 5,572
-------

Net proceeds from the issuance of
34,217 shares of common
stock, stock options exercised 1 210 -- -- -- -- 211

Net proceeds from the issuance of
9,968 shares of common stock
under the Dividend Reinvestment
Plan -- 132 -- -- -- -- 132

Shares committed to participants
in incentive plans (2,735 shares
remain uncommitted at
December 31, 2000) -- 395 -- 316 -- -- 711

Dividends paid -- -- -- -- (1,716) -- (1,716)

Purchase of treasury stock,
95,562 shares -- -- (1,264) -- -- -- (1,264)
------ ------- ------- ------- ------- ------- -------

Balance at December 31, 2000 $ 45 31,010 (18,985) -- 47,132 81 59,283
======= ======= ======= ======= ======= ======= =======

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

Consolidated Statements of Cash Flows
($ in thousands)

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

Cash flows from operating activities:
Net income $ 5,309 5,402 4,397
Adjustments to reconcile net income
to net cash provided by operations:
Provision for loan losses 880 719 682
Depreciation 760 575 406
Loss (gain) on sale of foreclosed real estate 4 (34) (36)
Gain on sale of real estate held for development -- (886) --
Credit for deferred income taxes (500) (112) (467)
Shares committed and dividends to incentive
plan participants 711 872 1,016
Net amortization of premiums and discounts on securities 5 69 (10)
Net deferral of loan fees and costs (58) (372) (193)
Increase in accrued interest receivable (935) (573) (108)
Increase in other assets (173) (188) (92)
Increase (decrease) in accrued expenses and other liabilities 1,444 11 (187)
--------- --------- ---------

Net cash provided by operating activities 7,447 5,483 5,408
--------- --------- ---------

Cash flows from investing activities:
Proceeds from principal repayments and maturities of securities
held to maturity -- 3,428 13,788
Purchase of securities available for sale (13,411) (10,483) (9,555)
Proceeds from principal repayments and maturities of securities
available for sale 8,019 10,282 14,020
Loan disbursements (188,141) (195,034) (151,411)
Principal repayments on loans 72,274 82,465 77,353
Purchase of premises and equipment, net (2,864) (4,364) (690)
Purchase of Federal Home Loan Bank stock (1,200) (2,150) (496)
Proceeds from sales of foreclosed real estate 582 150 40
Proceeds from sale of real estate held for development -- 1,008 --
--------- --------- ---------

Net cash used in investing activities (124,741) (114,698) (56,951)
--------- --------- ---------

(continued)

FFLC BANCORP, INC.

Consolidated Statements of Cash Flows, Continued
($ in thousands)

Year Ended December 31,
----------------------------------------
2000 1999 1998
---- ---- ----
Cash flows from financing activities:

Net increase in deposits 89,611 78,244 35,640
Net increase in Federal Home Loan Bank advances 24,000 43,000 26,000
Net increase in other borrowed funds 2,462 3,125 789
Issuance of common stock 343 453 360
Purchase of treasury stock (1,264) (2,596) (2,659)
Cash dividends paid (1,716) (1,600) (1,343)
--------- --------- ---------

Net cash provided by financing activities 113,436 120,626 58,787
--------- --------- ---------

Net (decrease) increase in cash and cash equivalents (3,858) 11,411 7,244

Cash and cash equivalents at beginning of year 34,339 22,928 15,684
--------- --------- ---------

Cash and cash equivalents at end of year $ 30,481 34,339 22,928
========= ========= =========

Supplemental disclosures of cash flow information Cash paid during the year for:
Interest $ 29,829 20,795 17,564
========= ========= =========

Income taxes $ 3,700 3,456 3,076
========= ========= =========

Noncash investing and financing activities:

Accumulated other comprehensive income (loss), net change in
unrealized loss on securities available for sale, net of tax $ 263 (117) 23
========= ========= =========

Transfers from loans to foreclosed real estate $ 826 425 193
========= ========= =========

Loans originated on sales of foreclosed real estate $ 364 275 297
========= ========= =========

Loans funded by and sold to correspondent $ 1,121 6,988 8,383
========= ========= =========

Transfer securities from held to maturity to available for
sale upon adoption of FAS 133 $ -- 14,784 --
========= ========= =========

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(1) Summary of Significant Accounting Policies
FFLC Bancorp, Inc. (the "Holding Company") was incorporated in Delaware
on September 16, 1993, and acquired First Federal Savings Bank of
Lake County (the "Bank") in connection with the Bank's conversion
to stock form on January 4, 1994. The Holding Company is a savings
and loan holding company subject to regulation by the Office of
Thrift Supervision ("OTS") which transacts its business through its
subsidiary, the Bank. The Bank is a community-oriented savings
institution which offers a variety of financial services to
individuals and businesses primarily located in Lake County, Sumter
County and Citrus County, Florida. The deposits of the Bank are
insured by the Federal Deposit Insurance Corporation ("FDIC")
through the Savings Association Insurance Fund ("SAIF").

Principles of Consolidation. The consolidated financial statements
include the accounts of the Holding Company, the Bank, and the
Bank's wholly-owned subsidiary, Lake County Service Corporation
(the "Service Corporation"). All significant intercompany
transactions and balances have been eliminated in consolidation.

General. The accounting and reporting policies of FFLC Bancorp, Inc. and
its subsidiaries (together, the "Company") conform to generally
accepted accounting principles and to general practices within the
thrift industry. The following summarizes the significant
accounting policies of the Company:

Use of Estimates. In preparing consolidated financial statements in
conformity with generally accepted accounting principles,
management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the
date of the balance sheet and reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates. Material estimates that are particularly
susceptible to significant change in the near term relate to the
determination of the allowance for loan losses and foreclosed real
estate.

Cash and Cash Equivalents. For purposes of the consolidated statements
of cash flows, cash and cash equivalents include cash and balances
due from banks and interest-bearing deposits.

The Bank is required to maintain certain average reserve balances
pursuant to regulations of the Federal Reserve Board. These
balances must be maintained in the form of vault cash or
noninterest bearing deposits at a Federal Reserve Bank. The Bank
met this requirement at December 31, 2000 and 1999.

Securities. The Company may classify its securities as either trading,
held to maturity or available for sale. Trading securities are held
principally for resale and recorded at their fair values.
Unrealized gains and losses on trading securities are included
immediately in earnings. Held-to-maturity securities are those
which the Company has the positive intent and ability to hold to
maturity and are reported at amortized cost. Available-for-sale
securities consist of securities not classified as trading
securities nor as held-to-maturity securities. Unrealized holding
gains and losses, net of tax, on available-for-sale securities are
excluded from income and reported in other comprehensive income.
Gains and losses on the sale of available-for-sale securities are
recorded on the trade date and determined using the
specific-identification method. Premiums and discounts on
securities available for sale are recognized in interest income
using the interest method over the period to maturity.

Loans Receivable. Loans receivable that management has the intent and
ability to hold for the foreseeable future or until maturity or
pay-off are reported at their outstanding principal adjusted for
any charge-offs, the allowance for loan losses, and any deferred
fees or costs on originated loans.

Loan origination fees and certain direct origination costs are
capitalized and recognized as an adjustment of the yield of the
related loan.

The accrual of interest on loans is discontinued at the time the
loan is 90 days delinquent unless the credit is well-secured and in
process of collection. In all cases, loans are placed on nonaccrual
or charged-off at an earlier date if collection of principal or
interest is considered doubtful.

All interest accrued but not collected for loans that are placed on
nonaccrual or charged-off is reversed against interest income. The
interest on these loans is accounted for on the cash-basis or
cost-recovery method, until qualifying for return to accrual. Loans
are returned to accrual status when all the principal and interest
amounts contractually due are brought current and future payments
are reasonably assured.

Allowance for Loan Losses. The allowance for loan losses is established
as losses are estimated to have occurred through a provision for
loan losses charged to earnings. Loan losses are charged against
the allowance when management believes the uncollectibility of a
loan balance is confirmed. Subsequent recoveries, if any, are
credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by
management and is based upon management's periodic review of the
collectibility of the loans in light of historical experience, the
nature and volume of the loan portfolio, adverse situations that
may affect the borrower's ability to repay, estimated value of any
underlying collateral and prevailing economic conditions. This
evaluation is inherently subjective as it requires estimates that
are susceptible to significant revision as more information becomes
available.

A loan is considered impaired when, based on current information
and events, it is probable that the Company will be unable to
collect the scheduled payments of principal or interest when due
according to the contractual terms of the loan agreement. Factors
considered by management in determining impairment include payment
status, collateral value, and the probability of collecting
scheduled principal and interest payments when due. Loans that
experience insignificant payment delays and payment shortfalls
generally are not classified as impaired. Management determines the
significance of payment delays and payment shortfalls on a
case-by-case basis, taking into consideration all of the
circumstances surrounding the loan and the borrower, including the
length of the delay, the reasons for the delay, the borrower's
prior payment record, and the amount of the shortfall in relation
to the principal and interest owed. Impairment is measured on a
loan by loan basis for commercial loans by either the present value
of expected future cash flows discounted at the loan's effective
interest rate, the loan's obtainable market price, or the fair
value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively
evaluated for impairment. Accordingly, the Company does not
separately identify individual consumer and residential loans for
impairment disclosures.

Foreclosed Real Estate. Real estate properties acquired through, or in
lieu of, loan foreclosure are to be sold and are initially recorded
at fair value at the date of foreclosure establishing a new cost
basis. After foreclosure, valuations are periodically performed by
management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell. Revenue and expenses from
operations and changes in the valuation allowance are included in
the consolidated statements of income.

Premises and Equipment. Land is carried at cost. The Company's premises,
furniture and equipment and leasehold improvements are carried at
cost, less accumulated depreciation and amortization computed
principally using the straight-line method.

Transfer of Financial Assets. Transfers of financial assets are accounted
for as sales, when control over the assets has been surrendered.
Control over transferred assets is deemed to be surrendered when
(1) the assets have been isolated from the Company, (2) the
transferee obtains the right (free of conditions that constrain it
from taking advantage of that right) to pledge or exchange the
transferred assets, and (3) the Company does not maintain effective
control over the transferred assets through an agreement to
repurchase them before their maturity.

IncomeTaxes. Deferred tax assets and liabilities are determined using
the liability (or balance sheet) method. Under this method, the net
deferred tax asset or liability is determined based on the tax
effects of the temporary differences between the book and tax bases
of the various balance sheet assets and liabilities and gives
current recognition to changes in tax rates and laws.

Stock Compensation Plans. Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation, encourages
all entities to adopt a fair value based method of accounting for
employee stock compensation plans, whereby compensation cost is
measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting
period. However, it also allows an entity to continue to measure
compensation cost for those plans using the intrinsic value based
method of accounting prescribed by Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, whereby
compensation cost is the excess, if any, of the quoted market price
of the stock at the grant date (or other measurement date) over the
amount an employee must pay to acquire the stock. Stock options
issued under the Company's stock option plan have no intrinsic
value at the grant date, and under Opinion No. 25 no compensation
cost is recognized for them. The Company has elected to continue
with the accounting methodology in Opinion No. 25 and, as a result,
has provided proforma disclosures of net income and income per
share and other disclosures, as if the fair value based method of
accounting had been applied. (See Note 16).

Off-Balance Sheet Instruments. In the ordinary course of business, the
Company has entered into off-balance-sheet instruments consisting
of commitments to extend credit, unused lines of credit,
undisbursed loans in process and standby letters of credit. Such
financial instruments are recorded in the financial statements when
they are funded.

Fair Values of Financial Instruments. The fair value of a financial
instrument is the current amount that would be exchanged between
willing parties, other than in a forced liquidation. Fair value is
best determined based upon quoted market prices. However, in many
instances, there are no quoted market prices for the Company's
various financial instruments. In cases where quoted market prices
are not available, fair values are based on estimates using present
value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows. Accordingly, the
fair value estimates may not be realized in an immediate settlement
of the instrument. SFAS 107 excludes certain financial instruments
and all nonfinancial instruments from its disclosure requirements.
Accordingly, the aggregate fair value amounts presented may not
necessarily represent the underlying fair value of the Company. The
following methods and assumptions were used by the Company in
estimating fair values of financial instruments:

Cash and Cash Equivalents. The carrying amounts of cash and short-
term instruments approximate their fair value.

Securities. Fair values for securities available for sale are based
on quoted market prices, where available. If quoted market prices
are not available, fair values are based on quoted market prices of
comparable instruments. The carrying value of Federal Home Loan
Bank stock approximates fair value.

Loans Receivable. For variable-rate loans that reprice frequently
and have no significant change in credit risk, fair values are
based on carrying values. Fair values for certain fixed-rate
mortgage (e.g. one-to-four family residential), commercial real
estate and commercial loans are estimated using discounted cash
flow analyses, using interest rates currently being offered for
loans with similar terms to borrowers of similar credit quality.

Deposit Liabilities. The fair values disclosed for demand, NOW,
money market and savings deposits are, by definition, equal to the
amount payable on demand at the reporting date (that is, their
carrying amounts). Fair values for fixed-rate certificates of
deposit are estimated using a discounted cash flow calculation that
applies interest rates currently being offered on certificates to a
schedule of aggregated expected monthly maturities of time
deposits.

Borrowed Funds. The carrying amounts of borrowings under repurchase
agreements approximate their fair values. Fair values of Federal
Home Loan Bank advances are estimated using discounted cash flow
analysis based on the Company's current incremental borrowing rates
for similar types of borrowing arrangements.

Accrued Interest. The carrying amounts of accrued interest
approximate their fair values.

Off-Balance-Sheet Instruments. Fair values for off-balance-sheet
lending commitments are based on fees currently charged to enter
into similar agreements, taking into account the remaining terms of
the agreements and the counterparties' credit standing.

Income Per Share of Common Stock. The Company follows the provisions of
Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS
No. 128). SFAS No. 128 provides accounting and reporting standards
for calculating income per share. Basic income per share of common
stock has been computed by dividing the net income for the year by
the weighted-average number of shares outstanding. Shares of common
stock purchased by the Employee Stock Option Plan ("ESOP") and the
Retention and Recognition Plan ("RRP") incentive plans (see Note
16) are only considered outstanding when the shares are released or
committed to be released for allocation to participants. The ESOP
initially purchased 368,242 shares, of which 4,383 shares were
released for allocation to participants each month beginning in
January, 1994. As of December 31, 2000, all ESOP shares have been
allocated. The RRP initially purchased 184,122 shares, of which
179,541, 179,373 and 181,387 were allocated to participants and are
considered outstanding for the years ended December 31, 1998, 1999
and 2000, respectively. At December 31, 2000, 2,735 shares remain
uncommitted under the RRP plan and are not considered outstanding
for purposes of the computation of net income per share of common
stock. Diluted income per share is computed by dividing net income
by the weighted average number of shares outstanding including the
dilutive effect of stock options (see Note 16) computed using the
treasury stock method prescribed by SFAS No. 128. The following
table presents the calculation of net income per share of common
stock:

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

Weighted-average shares of common stock issued
and outstanding before adjustments for ESOP,
RRP and common stock options.......................... 3,571,858 3,632,058 3,728,350

Adjustment to reflect the effect of unallocated
ESOP and RRP shares................................... (30,458) (83,490) (136,097)
---------- ---------- ---------

Weighted average shares for basic income per share........... 3,541,400 3,548,568 3,592,253
========= ========= =========

Basic income per share....................................... $ 1.50 1.52 1.22
============ ========== ===========

Total weighted-average common shares and equivalents
outstanding for basic income per share
computation........................................... 3,541,400 3,548,568 3,592,253

Additional dilutive shares using the average market value for
the period utilizing the treasury stock method
regarding stock options............................... 74,340 128,470 184,832
---------- --------- ----------

Weighted-average common shares and equivalents
outstanding for diluted income per share.............. 3,615,740 3,677,038 3,777,085
========= ========= =========

Diluted income per share..................................... $ 1.46 1.47 1.16
============ ============= ============

Reclassifications. Certain amounts in the 1998 and 1999 consolidated
financial statements have been reclassified to conform to the
presentation for 2000.

(2) Securities
Securities have been classified according to management's intent. The
carrying amounts of securities and their approximate fair values were as
follows:

Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-------- ------- -------- -------
(In thousands)

Securities available for sale:
At December 31, 2000:
Mutual funds ........................ $ 9,130 -- (151) 8,979
U.S. Government and agency securities 17,849 119 -- 17,968
Mortgage-backed securities .......... 14,244 150 -- 14,394
Other investment securities ......... 1,365 11 -- 1,376
------- ------- ------- -------

Total ........................ $42,588 280 (151) 42,717
======= ======= ======= =======

At December 31, 1999:
Mutual funds ........................ 9,065 -- (236) 8,829
U.S. Government and agency securities 8,998 -- (79) 8,919
Mortgage-backed securities .......... 17,471 155 (136) 17,490
Other investment securities ......... 1,666 5 -- 1,671
------- ------- ------- -------

Total ........................ $37,200 160 (451) 36,909
======= ======= ======= =======

The scheduled maturities of securities available for sale at December 31,
2000 were as follows:

Amortized Fair
Cost Value
---- -----
(In thousands)
Due in less than one year ..... $ 4,994 5,002
Due from one year to five years 12,855 12,966
Due after ten years ........... 1,365 1,376
Mortgage-backed securities .... 14,244 14,394
Mutual funds .................. 9,130 8,979
------- -------

Total ................... $42,588 42,717
======= =======

Securities with a carrying value of approximately $6.5 million and $4.0
million at December 31, 2000 and 1999, respectively, were pledged
to secure public funds and tax deposits. The Company has also
pledged securities with a carrying value of $9.9 million for
borrowings under retail repurchase agreements with customers at
December 31, 2000 (See Note 6).

There were no sales of securities during the years ended December
31, 2000, 1999 or 1998.

The Company's portfolio of mortgage-backed securities include
collateralized mortgage obligations (CMOs). CMOs are generally
divided into tranches whereby principal repayments from the
underlying mortgages are used sequentially to retire the securities
according to the priority of the tranches. The Company invests in
the following collateralized mortgage obligation tranches:
sequential, planned amortization class, targeted amortization class
or support or companion floating-rate tranches. Such tranches have
stated maturities ranging from 1-22 years; however, because of
prepayments, the expected weighted-average life of these securities
at December 31, 2000 is approximately 3.4 years. The majority of
the CMOs owned by the Company are insured or guaranteed, either
directly or indirectly, through mortgage-backed securities
underlying the obligations by either the FNMA, FHLMC or GNMA.
Depending on the amount of the Company's available-for-sale
mortgage-backed securities, fluctuations in the interest rate
environment and other factors, the Company may experience material
effects on its capital resources due to categorizing these
securities as available for sale. The Company's CMOs may be subject
to price movements which typically result from prepayment on the
underlying obligations. The Company's CMOs of $942,000 have coupon
rates ranging from 7.25% to 7.56% and had a weighted-average rate
of 7.36% at December 31, 2000. The Company purchases only CMOs
rated AA or better by nationally recognized rating services.

The Company adopted FAS 133 effective July 1, 1999. As allowed by this
standard, the Company reclassified all securities held to maturity
with a book value of $14,784,000 and a market value of $14,969,000
to available for sale on July 1, 1999.

(3) Loans Receivable
The components of loans were as follows:

At December 31,
--------------------------
2000 1999
---- ----
(In thousands)

First mortgage loans secured by:
One-to-four-family residential................. $ 409,600 354,317
Construction and land.......................... 13,006 11,861
Multi-family units............................. 17,602 13,394
Commercial real estate, churches and other..... 79,729 61,052
Consumer loans........................................ 95,824 64,042
Commercial loans...................................... 14,677 14,285
------- --------

Subtotal................................. 630,438 518,951

Undisbursed portion of loans in process............... (12,128) (15,907)
Net deferred loan costs............................... 726 668
Allowance for loan losses............................. (3,552) (2,811)
------- --------

Loans receivable, net.................... $ 615,484 500,901
======= =======

An analysis of the change in the allowance for loan losses follows:

Year Ended December 31,
-----------------------------
2000 1999 1998
---- ---- ----
(In thousands)

Balance at January 1................................... $ 2,811 2,283 1,684
Net loans charged-off.................................. (139) (191) (83)
Provision for loan losses.............................. 880 719 682
----- ------ -----

Balance at December 31................................. $ 3,552 2,811 2,283
===== ===== =====

There were no impaired loans recognized under SFAS 114 and 118 during the
year ended December 31, 1998. The following summarizes the amount
of impaired loans at December 31, 2000 and 1999, all of which are
collateral dependent (in thousands):

At December 31,
---------------
2000 1999
---- ----

Loans identified as impaired:
Gross loans with no related allowance for losses.......... $ -- --
Gross loans with related allowance for losses recorded.... 1,280 1,348
Less: Allowances on these loans.......................... (192) (202)
----- ------

Net investment in impaired loans................................. $ 1,088 1,146
===== =====

The average net investment in impaired loans and interest income
recognized and received on impaired loans during the years ended December 31,
2000 and 1999 was as follows (in thousands):

Year Ended December 31,
------------------------
2000 1999
---- ----

Average net investment in impaired loans................... $ 1,117 1,152
===== =====

Interest income recognized on impaired loans............... $ 46 84
====== ======

Interest income received on impaired loans................. $ 46 84
====== ======

The Company originates or purchases nonresidential real property loans.
These loans are considered by management to be of somewhat greater
risk of uncollectibility due to the dependency on income production
or future development of the real estate. Nearly all of the
Company's real property loans were collateralized by real property
in Lake, Sumter and Citrus Counties, Florida.

Nonaccrual loans at December 31, 2000 and 1999 totaled $2,510,000 and
$2,362,000, respectively. For the year ended December 31, 2000,
interest income on loans would have been increased approximately
$230,000 if the interest on nonaccrual loans at December 31, 2000
had been recorded under the original terms of such loans.

Loans serviced for others, consisting solely of participations sold, are
not included in the accompanying consolidated balance sheets. The
unpaid principal balances of these loans were approximately
$940,000 and $1,040,000 at December 31, 2000 and 1999,
respectively.

(4) Premises and Equipment
Components of premises and equipment were as follows:

At December 31,
-------------------------------
2000 1999
---- ----
(In thousands)

Cost:
Land ................................. $ 3,134 2,937
Building and improvements............... 8,799 6,475
Furniture and equipment................. 2,901 2,731
Construction in progress................ 955 931
------- -------

Total cost....................... 15,789 13,074

Less accumulated depreciation................. (4,299) (3,688)
------ ------

Net book value.......................... $ 11,490 9,386
====== ======

Certain Company facilities are leased under various operating leases.
Rental expense was $180,000, $195,000 and $101,000 in 2000, 1999
and 1998, respectively. At December 31, 2000, future minimum rental
commitments under noncancellable leases were as follows (in
thousands):

Year Ending
December 31, Amount
------------ ------

2001................................... $ 152
2002................................... 133
2003................................... 137
2004................................... 142
2005................................... 147
Thereafter............................. 152
----

$ 863

(5) Deposits
The aggregate amount of short-term jumbo certificates of deposit, each
with a minimum denomination of $100,000, was approximately $61.9
million and $37.3 million in 2000 and 1999, respectively.

At December 31, 2000, the scheduled maturities of certificates of deposit
were as follows (in thousands):

Year Ending
-----------

2001.................................. $ 316,273
2002.................................. 77,024
2003.................................. 3,920
2004.................................. 622
2005.................................. 2,059
---------
$399,898

(6) Advances from Federal Home Loan Bank and Other Borrowings
As of December 31, 2000, the Bank had $123.0 million in Federal Home
Loan Bank of Atlanta ("FHLB") advances outstanding. These advances
had a weighted-average interest rate of 6.18% and interest rates
and maturities as follows (dollars in thousands):

At December 31,
Interest ---------------------
Year Ending December 31, Rate 2000 1999
------------------------ ------- ---- ----

2000 .................. 5.95% $ -- 12,000
2000 .................. 5.98% -- 15,000
2002 .................. 6.10% 5,000 5,000
2002 .................. 6.26% -- 5,000
2002 .................. 6.09% -- 10,000
2002 .................. 5.96% 15,000 --
2003 .................. 4.90% 10,000 10,000
2003 .................. 4.30% -- 6,000
2004 .................. 6.05% 10,000 10,000
2005 .................. 6.39% 20,000 --
2005 .................. 6.60% 13,500 --
2005 .................. 6.68% 12,500 --
2005 .................. 6.31% 7,000 --
2005 .................. 6.04% 10,000 --
2005 .................. 6.00% 6,000 --
2009 .................. 4.17% -- 12,000
2009 .................. 6.39% 14,000 14,000
--------- --------
Total...................... $123,000 99,000
======== ========

The security agreement with FHLB includes a blanket floating lien
requiring the Bank to maintain first mortgage loans as pledged
collateral in an amount equal to at least, when discounted at 75%
of the unpaid principal balances, 100% of these advances. The FHLB
stock is also pledged as collateral for these advances. At December
31, 2000, the Bank could borrow up to $192.2 million under the FHLB
security agreement.

The Bank has an $8 million line of credit facility with one of its
correspondent banks, under which the Bank may draw funds for daily
liquidity. Borrowings under this line of credit must be repaid
within seven days. The line of credit bears a floating interest
rate equal to the average federal funds rate and expires on June
30, 2001. As of December 31, 2000, the Bank has not used this line
of credit.

Other borrowed funds were composed of retail repurchase agreements with
customers. The Company enters into retail repurchase agreements
with customers in which the funds received are accounted for as
borrowings to the Company. The total amount outstanding under these
agreements at December 31, 2000 and 1999 were $6.4 million and $3.9
million, respectively. The Company pledged securities with a
carrying value of $9.9 million and $7.9 million as collateral for
these agreements at December 31, 2000 and 1999, respectively.

(7) Income Taxes
The Holding Company and its subsidiaries file consolidated federal and
state income tax returns. Income taxes are allocated proportionally
to the Holding Company and each of the subsidiaries as though
separate income tax returns were filed.

The income tax provision is summarized as follows:

Year Ended December 31,
2000 1999 1998
---- ---- ----
(In thousands)

Current ............................ $ 3,864 3,408 3,108
Deferred ............................ (500) (112) (467)
------ ------- ------
$ 3,364 3,296 2,641
===== ===== =====

The effective tax rate on income before income taxes differs from the
U.S. statutory rate of 34%. The following summary reconciles taxes
at the U.S. statutory rate with the effective rates:

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

Taxes on income at U.S........
statutory rate ........ $2,949 34.0% $2,957 34.0% $2,393 34.0%
State income taxes, net of
federal tax benefit.... 324 3.7 297 3.4 240 3.4
Other, net ................... 91 1.1 42 .5 8 .1
------ ----- ------ ---- ------ ----

Taxes on income at
effective rates ....... $3,364 38.8% $3,296 37.9% $2,641 37.5%
====== ==== ====== ==== ====== ====

Temporary differences between the financial statement carrying amounts
and tax bases of assets and liabilities that gave rise to
significant portions of the deferred tax asset (liability) relate
to the following:

At December 31,
---------------
2000 1999
---- ----
(In thousands)

Deferred tax assets:
Allowance for loan losses ...................... $ 902 490
Accrued interest ............................... 64 27
RRP incentive plan ............................. 79 90
Deferred loan fees ............................. 48 71
Unrealized loss on securities available for sale -- 109
Other .......................................... 81 --
------ ------

Gross deferred tax assets ............................. 1,174 787
------ ------

Deferred tax liabilities:
FHLB stock dividends ........................... 347 340
Building and land .............................. 334 334
Accumulated depreciation ....................... 183 188
Unrealized gain on securities available for sale 48 --
Deferred loan costs ............................ 22 23
Other .......................................... -- 4
------ ------

Gross deferred tax liabilities ........................ 934 889
------ ------

Net deferred tax asset (liability) .................... $ 240 (102)
====== ======

Retained earnings at December 31, 2000 and 1999 includes approximately
$5,810,000 for which no deferred federal income tax liability has
been recognized. This amount represents an allocation of income to
bad debt deductions for tax purposes only. Reduction of amounts so
allocated for purposes other than tax bad debt losses or
adjustments arising from carryback of net operating losses would
create income for tax purposes only, which would be subject to the
then current corporate income tax rate. The unrecorded deferred
income tax liability on the above amount was approximately
$2,186,000 at December 31, 2000 and 1999.

The Small Business Job Protection Act of 1996 (the "1996 Act") enacted
on August 2, 1996 requires savings institutions, such as the Bank,
to recapture certain portions of their accumulated bad debt
reserves, and eliminated the Percentage of Taxable Income Method of
accounting for bad debts for tax purposes. The Bank was required to
change its method of accounting for bad debts for tax purposes
effective January 1, 1996. In addition, the Bank was required to
recapture the excess of its bad debt reserves at December 31, 1995
over its base year reserves at December 31, 1987, ratably over a
six-year period beginning in 1998. At December 31, 2000, the Bank
had approximately $454,000 of deferred tax liabilities recorded for
the recapture of its excess bad debt reserves.

(8) Pension Plan
The Company has a defined contribution profit sharing 401(k) plan (the
"401(k) Plan"). All employees who have met a minimum service
requirement (1,000 hours of service in a twelve-month period) may
participate in the Plan. Under the 401(k) Plan, a participant may
elect to contribute up to 15% of their annual compensation, subject
to IRS limitations on total annual contributions. The Company will
make contributions to the 401(k) Plan on a monthly basis at two
percent of participants' compensation. Contributions to the 401(k)
Plan for the years ended December 31, 2000, 1999 and 1998 were
$65,700, $54,000 and $46,000, respectively.

Effective January 1, 2001, the Board of Directors approved the transfer
from the multi-employer 401(k) plan the Company has participated
in, to a single employer 401(k) plan, and the simultaneous
combination of that plan with the Employee Stock Ownership Plan
discussed in Note 16. Under the modified 401(k) plan, participation
will be open to all employees the month after hire date (for
purposes of employer contributions, one year of service will be
required), and participants will have the twelve investment options
offered by the previous plan, plus a Company stock fund. The
Company will make a contribution of 3% of compensation (for all
participants who have met the one-year of service requirement),
which will vest immediately. In addition, the Company will make a
discretionary matching contribution (for all participants who have
met the one-year of service requirement), which will vest after
five years of service. For 2001, the Board has approved a matching
contribution equal to 100% of employees' deferrals, up to 3% of
compensation. The amounts of employee and employer contributions
under the 401(k) and the ESOP are subject to IRS limitations.

(9) Financial Instruments
The Company 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 and to reduce its own exposure to fluctuations in
interest rates. These financial instruments are commitments to
extend credit, unused lines of credit, undisbursed loans in process
and standby letters of credit and may involve, to varying degrees,
elements of credit and interest-rate risk in excess of the amount
recognized in the consolidated balance sheet. The contract amounts
of these instruments reflect the extent of involvement the Company
has in these financial instruments.

The Company's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to
extend credit is represented by the contractual amount of those
instruments. The Company uses the same credit policies in making
commitments 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
some of the commitments are expected to expire without being drawn
upon, the total commitment amounts do not necessarily represent
future cash requirements. The Company evaluates each customer's
credit worthiness on a case-by-case basis. The amount of collateral
obtained if deemed necessary by the Company upon extension of
credit is based on management's credit evaluation of the
counterparty.

Standby letters of credit are conditional commitments issued by the
Company to guarantee the performance of a customer to a third
party. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loans to
customers.

The estimated fair values of the Company's financial instruments were as
follows:

At December 31, 2000 At December 31, 1999
---------------------- --------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
--------- --------- -------- -------
(In thousands)

Financial assets:
Cash and cash equivalents............. $ 30,481 30,481 34,339 34,339
Securities available for sale......... 42,717 42,717 36,909 36,909
Loans receivable...................... 615,484 616,345 500,901 499,044
Accrued interest receivable........... 3,750 3,750 2,815 2,815
Federal Home Loan Bank stock.......... 6,150 6,150 4,950 4,950

Financial liabilities:
Deposit liabilities................... 518,885 517,672 429,274 426,909
Advances from FHLB.................... 123,000 123,201 99,000 99,314
Other borrowed funds.................. 6,376 6,376 3,914 3,914

A summary of the notional amounts of the Company's financial instruments
which approximates fair value, with off-balance-sheet risk at December 31, 2000,
follows:

Notional
Amount
(In thousands)

Commitments to extend credit................ $ 13,178
=======

Unused lines of credit...................... $ 34,775
======

Undisbursed portion of loans in process .... $ 12,128
======

Standby letters of credit................... $ 1,480
=======

(10) Significant Group Concentration of Credit Risk
The Company grants real estate, commercial and consumer loans to
customers primarily in the State of Florida with the majority of
such loans in the Lake, Sumter and Citrus County area. Therefore,
the Company's exposure to credit risk is significantly affected by
changes in the economy of the Lake, Sumter and Citrus County area.
In addition, the Company has a concentration of single-family
residential mortgage loans in a specific residential retirement
community of approximately $123.8 million at December 31, 2000.

The contractual amounts of credit related financial instruments such as
commitments to extend credit represent the amounts of potential
accounting loss should the contract be fully drawn upon, the
customer default and the value of any existing collateral become
worthless.

(11) Related Parties
Loans to directors and executive officers of the Company were made in the
ordinary course of business and did not involve more than normal
risk of collectibility or present other unfavorable features.
Activity in loans to directors and executive officers were as
follows:
Year Ended
December 31,
-------------------
2000 1999
---- ----
(In thousands)

Beginning balance................ $ 4,983 3,406
Loans originated................. 1,436 1,675
Principal repayments............. (1,006) (98)
----- -----

Ending balance............ $ 5,413 4,983
===== =====

(12) Commitments and Contingencies
In the ordinary course of business, the Company has various
outstanding commitments and contingent liabilities that are not
reflected in the accompanying consolidated financial statements. In
addition, the Company is a defendant in certain claims and legal
actions arising in the ordinary course of business. In the opinion
of management, after consultation with legal counsel, the ultimate
disposition of these matters is not expected to have a material
adverse effect on the consolidated financial condition of the
Company.

(13) Restrictions on Retained Earnings
The Bank is subject to certain restrictions on the amount of dividends
that it may declare without prior regulatory approval. At December
31, 2000, approximately $19.5 million of retained earnings were
available for dividend declaration without prior regulatory
approval.

(14) Regulatory Matters
The Bank 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 Bank must
meet specific capital guidelines that involve quantitative measures
of the Bank's assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The
Bank's capital amounts and classification are also subject to
qualitative judgements by the regulators about components, risk
weightings, and other factors.

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

As of December 31, 2000, the most recent notification from the OTS
categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well
capitalized, the Bank must maintain minimum tangible, tier I
(core), tier I (risk-based) and total risk-based capital ratios as
set forth in the table. There are no conditions or events since
that notification that management believes have changed the
institution's category.

The Bank's actual capital amounts and percentages at December 31, 2000
and 1999 are also presented in the tables.

To Be Well
Minimum Capitalized
For Capital For Prompt
Adequacy Corrective Action
Actual Purposes Provisions
------------------- ---------------- ---------------------
% Amount % Amount % Amount
----- ------ ----- ------ ------- ------
(Dollars in thousands)

As of December 31, 2000:
Stockholders' equity,
and ratio to total
assets ....................... 7.88% $ 56,130
Less: investment in
nonincludable
subsidiary...................... (485)
Add back: unrealized loss on
available-for-sale
securities...................... (175)
--------

Tangible capital,
and ratio to adjusted
total assets.................... 7.80% $ 55,470 1.5% $ 10,670
========= ========

Tier 1 (core) capital, and
ratio to adjusted total
assets ....................... 7.80% $ 55,470 3.0% $ 21,340 5.0% $ 35,567
========= ======== ========

Tier 1 capital, and ratio
to risk-weighted assets......... 12.45% 55,470 4.0% $ 17,824 6.0% $ 26,736
======== =======

Less: nonincludable
investment in 80%
land loans...................... (245)

Tier 2 capital (allowance for
loan losses).................... 3,477
--------

Total risk-based capital,
and ratio to risk-
weighted assets................. 13.17% $ 58,702 8.0% $ 35,648 10.0% $ 44,560
========== ======== =======

Total assets ....................... $ 712,001
=========

Adjusted total assets................ $ 711,341
=========

Risk-weighted assets................. $ 445,597
=========

As of December 31, 1999:
Stockholders' equity,
and ratio to total
assets ......................... 8.87% $ 52,356
Less: investment in
nonincludable
subsidiary........................ (1,214)
Add back: unrealized loss on
available-for-sale
securities........................ 35
---------

Tangible capital,
and ratio to adjusted
total assets...................... 8.68% $ 51,177 1.5% $ 8,841
========= ========

Tier 1 (core) capital, and
ratio to adjusted total
assets ......................... 8.68% $ 51,177 3.0% $ 17,681 5.0% $ 29,469
========= ======== =======

Tier 1 capital, and ratio
to risk-weighted assets........... 14.17% 51,177 4.0% $ 14,447 6.0% $ 21,670
======== =======

Less: nonincludable
investment in 80%
land loans........................ (93)

Tier 2 capital (allowance for
loan losses)...................... 2,810
---------

Total risk-based capital,
and ratio to risk-
weighted assets................... 14.92% $ 53,894 8.0% $ 28,893 10.0% $ 36,117
========= ======== ========

Total assets ......................... $ 590,562
=========

Adjusted total assets.................. $ 589,383
=========

Risk-weighted assets................... $ 361,168
=========

(15) Conversion to Stock Savings Bank
The Bank successfully completed a conversion from a federally chartered
mutual savings association to a federally chartered stock savings
bank on January 4, 1994 pursuant to the Plan of Conversion. The
Plan of Conversion provided for the establishment of a Liquidation
Account equal to the retained income of the Bank as of September
30, 1993 (the date of the most recent financial statement presented
in the final conversion prospectus). The Liquidation Account is
established to provide a limited priority claim to the assets of
the Bank to qualifying depositors as of September 30, 1992
(Eligible Account Holders) who continue to maintain deposits in the
Bank after conversion. In the unlikely event of a complete
liquidation of the Bank, and only in such event, each Eligible
Account Holder would receive from the Liquidation Account a
liquidation distribution based on their proportionate share of the
then total remaining qualifying deposits.

Current regulations allow the Bank to pay dividends on its stock after
the conversion if its regulatory capital would not thereby be
reduced below the amount then required for the aforementioned
Liquidation Account. Also, capital distribution regulations limit
the Bank's ability to make capital distributions which include
dividends, stock redemptions and repurchases, cash-out mergers,
interest payments on certain convertible debt and other
transactions charged to the capital account based on their
capital level and supervisory condition.

(16) Stock Benefit Plans

The Company follows the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123"). SFAS No. 123 applies to stock-based compensation under
the Company's incentive stock option plan (the "Option Plan") and
under the Company's Recognition and Retention Plan discussed below.
As allowed by SFAS No. 123, the Company elected to continue to
measure compensation cost for the options or shares granted under
either plan using the intrinsic value method of accounting
prescribed by APB Opinion No. 25, "Accounting for Stock Issued to
Employees." SFAS No. 123 does not apply to the Employee Stock
Ownership Plan discussed below.

During the years ended December 31, 2000, 1999 and 1998, 5,035, 16,250
and 18,000 options were granted under the Option Plan. SFAS No. 123
requires pro forma fair value disclosures if the intrinsic value
method is being utilized. In order to calculate the fair value of
the options, it was assumed that the risk-free interest rate was
7.0% for each period, an annualized dividend yield of approximately
2.0% would apply over the exercise period, the expected life of the
options would be the entire exercise period and the expected stock
volatility was 37%, 36% and 42%, respectively, for 2000, 1999 and
1998. For purposes of pro forma disclosures, the estimated fair
value was included in expense in the period vesting occurs. The
proforma information has been determined as if the Company had
accounted for its stock options and share awards under the fair
value method of SFAS No. 123 and is as follows (in thousands,
except per share amounts):

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

Weighted-average grant-date fair value of options
issued during the year...................... $ 28 133 166
======= ====== ======

Proforma net earnings................................ $ 5,182 5,288 4,303
===== ===== =====

Proforma basic earnings per share.................... $ 1.46 1.49 1.20
====== ====== ======

Stock Option Plan. The Company has a Stock Option Plan under which
460,303 common shares are authorized to be granted to directors,
officers and employees of the Bank. Shares granted under the Option
Plan are exercisable at the market price at the date of grant. Such
incentive stock options granted to officers and employees are
exercisable in three equal annual installments, with the first
installment becoming exercisable one year from the date of grant.
Options granted to outside directors are exercisable immediately,
but any common shares obtained from exercise of the options may not
be sold prior to one year from the date of grant. All options
expire at the earlier of ten years for officers and employees or
twenty years for directors from the date of grant or one year
following the date which the outside director, officer or employee
ceases to serve in such capacity. At December 31, 2000, 33,714
shares remain available for grant to future directors, officers and
employees.

The following is a summary of option transactions:

Weighted-
Range of Average
Number Per Share Per Share
of Shares Option Price Price
--------- ------------ -----

Outstanding, December 31, 1997............. 330,428 $ 6.00-21.25 6.58
Granted .............................. 18,000 16.25-19.25 18.08
Exercised .............................. (59,895) 6.00 6.00
Forfeited .............................. (15,333) 12.00-19.25 17.84
-------

Outstanding, December 31, 1998............. 273,200 6.00-21.25 6.83
Granted .............................. 16,250 16.75-17.63 17.56
Exercised .............................. (75,420) 6.00 6.00
-------

Outstanding, December 31, 1999............. 214,030 6.00-21.25 7.93

Granted .............................. 5,035 12.56 12.56
Exercised .............................. (34,217) 6.00-12.00 6.16
Forfeited .............................. --
-------

Outstanding, December 31, 2000............. 184,848 $ 6.00-21.25 $ 8.49
======= ============ ======

The weighted-average remaining contractual life of the outstanding
stock options at December 31, 2000, 1999 and 1998 was 7.9, 8.6 and
5.3 years, respectively. The increase from 1998 to 1999 was due to
the Company approving an amendment to the Plan to extend the life
of options issued to directors to twenty years from ten years.

The outstanding options at December 31, 2000 were exercisable as follows:

Number Weighted-Average
of Weighted-Average Remaining
Year Ending Shares Exercise Price Contractual Life
----------- ------ -------------- ----------------
(In years)

Currently exercisable..... 166,980 $ 7.57 7.5
2001 .................... 12,452 15.33 13.3
2002 .................... 5,416 17.56 9.0
-------- ------- -----

184,848 $ 8.49 7.9
======= ======= =====

Employee Stock Ownership Plan. Through December 31, 2000, the Company
sponsored a leveraged ESOP that covered eligible employees who
completed a year of service. The Bank made quarterly contributions
to the ESOP equal to the ESOP's debt service. The ESOP Trust
purchased 368,242 shares of common stock in the Company's initial
public offering with the proceeds from a loan from the Company.
That loan bore interest at a fixed-rate of six percent with
principal and interest payable in equal quarterly installments over
seven years and the loan was paid-off in December 2000. The ESOP
shares initially were pledged as collateral for its debt. As the
debt was repaid, shares were released from collateral and allocated
to active employees based on the proportion of debt service paid
during the year. The Company accounted for its ESOP in accordance
with Statement of Position 93-6. Accordingly, the debt of the ESOP
was recorded as debt and the cost of the shares pledged as
collateral were reported as a contra equity account. As shares were
released from collateral, the Company recorded compensation
expense, and an offsetting credit to capital, equal to the current
market price of the shares, and the shares became outstanding for
income per share computations. Dividends on all ESOP shares were
recorded as compensation expense as it was management's intention
to allocate the dividends along with the shares when allocated.
Compensation expense for the years ended December 31, 2000, 1999
and 1998 included the following ESOP related costs:

Year Ended December 31,
-----------------------
2000 1999 1998
---- ---- ----
(In thousands)

Amortization of the original cost, $6 per share............ $ 316 315 316
Market appreciation of the FFLC shares..................... 395 534 662
Dividends on ESOP shares................................... - 23 38
----- ----- ----

Total ........................................ $ 711 872 1,016
===== ==== =====

The ESOP shares were as follows:

At December 31,
---------------------------
2000 1999
---- ----
($ in thousands)

Allocated shares and shares released for allocation........... 321,209 282,781
Unreleased shares............................................. - 52,606
---------- -------

Total ESOP shares............................................. 321,209 335,387
========== =======

Fair value of unreleased shares............................... $ - 802
========== =======

Effective January 1, 2001, the Board of Directors has approved the
combining of the ESOP with the Company's 401(k) Plan. (See Note 8).
In connection therewith, the Company will make quarterly
profit-sharing contributions in amounts approved by the Board, and
those contributions will be allocated to the accounts of
participating employees on a quarterly basis. Company contributions
under the ESOP will vest after five years of service. For 2001, the
Board has approved profit-sharing contributions equal to four
percent (4%) of the Bank's operating net income, which will be made
each quarter based on the actual results of the preceding quarter.
The Plan allows the Company to fund such ESOP contributions by
either issuing shares, or purchasing the required number of shares
on the open market. As these shares are allocated on a quarterly
basis, the Company will record compensation expense, and either an
offsetting credit to capital (in the event that shares are issued)
or to cash (in the event that shares are purchased on the open
market), equal to the current market price of the shares. The
shares become outstanding for income per share computations when
allocated.

Recognition and Retention Plan. The Company adopted, and the shareholders
approved, an RRP for directors, officers and employees to enable
the Bank to attract and retain experienced and capable personnel.
On January 4, 1994, the conversion date, 184,122 shares of common
stock were purchased for the RRP which included 8,067 shares
reserved for future directors, officers and employees. The shares
are granted in the form of restricted stock to be earned in three
equal annual installments beginning April 4, 1995. The RRP shares
purchased in the conversion initially were excluded from
stockholders' equity. The Company recognized compensation expense
in the amount of the fair market value of the common stock at the
grant date of $6 per share, pro rata over the years (1996, 1995 and
1994) during which the shares were earned and payable and recorded
a credit to shareholders' equity. The shares are entitled to all
voting and other shareholder rights, except that the shares, while
restricted, cannot be sold, pledged or otherwise disposed of, and
are required to be held in escrow.

If a holder of restricted stock under the RRP terminated employment
for reasons other than death, disability, retirement or change of
control in the Company, such employee forfeits all rights to any
allocated shares which are still restricted. If termination is
caused by death, disability, retirement or change in control of the
Company, all allocated shares become unrestricted. Forfeitures are
reallocated to eligible participants annually. At December 31,
2000, 2,735 shares remain reserved for future directors, officers
and employees.

(17) Parent Company Only Financial Statements
Condensed financial statements of the Holding Company as of December 31,
2000 and 1999 and for each of the years in the three-year period
ended December 31, 2000 are presented below. Amounts shown as cash,
investment in subsidiary, loans to subsidiary and equity in
earnings of subsidiary are eliminated in consolidation.

Condensed Balance Sheets

At December 31,
---------------------
2000 1999
---- ----
(In thousands)

Assets
Cash, deposited with subsidiary................................. $ 668 481
Investment in subsidiary........................................ 56,130 52,356
Loans to subsidiary....................................... 2,500 2,816
------ -------

Total assets....................................... $ 59,298 55,653
====== ======

Liabilities and Stockholders' Equity

Accrued expense and other liabilities........................... 15 16
Stockholders' equity............................................ 59,283 55,637
------ ------

Total liabilities and stockholders' equity......... $ 59,298 55,653
====== ======

Condensed Statements of Income

Year Ended December 31,
---------------------------------------
2000 1999 1998
---- ---- ----
(In thousands)

Revenues ......................................... $ 179 261 410
Expenses ........................................... 170 190 243
----- ----- ------

Income before earnings of subsidiary............ 9 71 167
Earnings of subsidiary.......................... 5,300 5,331 4,230
----- ----- -----

Net income $ 5,309 5,402 4,397
===== ===== =====

Condensed Statements of Cash Flows
Year Ended December 31,
----------------------------------------
2000 1999 1998
---- ---- ----
(In thousands)

Cash flows from operating activities:
Net income ........................................................ $ 5,309 5,402 4,397
Adjustments to reconcile net income to net cash
provided by operations:
Equity in earnings of subsidiary............................... (5,300) (5,331) (4,230)
Decrease in other assets....................................... -- -- 2
(Decrease) increase in accrued expenses and other liabilities.. (1) 13 4
------- ------- --------

Net cash provided by operating activities............... 8 84 173
------- ------- -------

Cash flows from investing activities-
Repayment of loan to subsidiary................................ 316 3,315 316
------- ----- -------

Cash flows from financing activities:
Purchase of treasury stock..................................... (1,264) (2,596) (2,659)
Proceeds from issuance of stock................................ 343 453 360
Cash dividends paid............................................ (1,716) (1,600) (1,344)
Cash dividends received........................................ 2,500 -- 3,502
------- -------- -----

Net cash used in financing activities................... (137) (3,743) (141)
------- ----- ------

Net increase (decrease) in cash............................................ 187 (344) 348

Cash at beginning of year.................................................. 481 825 477
------- ------ ------

Cash at end of year........................................................ $ 668 481 825
======= ===== ======

(18) Stock Repurchase Program
In January and August 1996, the Company's Board of Directors approved
stock repurchase programs which allowed the Company to acquire
common stock in the open market. The Company received OTS approval
for the programs and began repurchasing shares within one month of
approval. During the year ended December 31, 1996, all 132,000
shares approved under the January 1996 program were repurchased.
During the years ended December 31, 1996 and 1997, all 126,000
shares approved under the August 1996 program were repurchased.

In January 1997, the Company's Board of Directors approved a program
which allowed the Company to acquire additional common stock in the
open market. During the year ended December 31, 1997, 178,690
shares or 60.6% of the 294,928 shares approved under that program
were repurchased.

In September 1998, the Company's Board of Directors approved a program
which allowed the Company to acquire 369,285 additional shares of
common stock in the open market. During the year ended December 31,
1998, the remaining shares approved under the January 1997 program
were repurchased. During the year ended December 31, 1998 32,025
shares or 8.7% of the September 1998 program were repurchased.

During 2000 and 1999, the Company repurchased 95,562 and 147,102 shares,
respectively or 25.9% and 39.8%, respectively under the September
1998 program. At December 31, 2000, the Company can still
repurchase an additional 94,596 shares under the September 1998
program.

(19) Dividend Reinvestment Plan
On January 7, 2000, the Company established a Dividend Reinvestment
Plan (the "DRP"). The DRP was approved by the Board of Directors
on December 30, 1999 and is intended to provide stockholders of
record of at least 50 shares with a convenient and economical way
to automatically reinvest all or a portion of their cash dividends
and to invest optional cash payments, subject to minimum and
maximum purchase limitations, in additional shares of common
stock. Stockholders pay no service charges or brokerage
commissions for common stock purchased under the DRP. During the
year ended December 31, 2000, 19,969 shares of common stock were
purchased under the DRP of which 9,968 were new shares issued by
the Company and 10,001 shares were purchased in the open market.

(20) Quarterly Financial Data (Unaudited)
The following tables present summarized quarterly data (in thousands,
except per share amounts):

Year Ended December 31, 2000
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total

Interest income................................. $ 11,120 11,862 12,833 13,535 49,350
Interest expense................................ 6,395 7,016 8,013 8,641 30,065
------- ------ ------- ------ -------

Net interest income............................. 4,725 4,846 4,820 4,894 19,285

Provision for loan losses....................... 200 260 210 210 880
------- ------ ------- ------ --------
Net interest income after provision
for loan losses.......................... 4,525 4,586 4,610 4,684 18,405
------ ------ ------- ------ -------

Noninterest income.............................. 403 443 413 423 1,682
Noninterest expense............................. 2,756 2,791 2,888 2,979 11,414
------ ------ ------- ------ -------

Income before income taxes...................... 2,172 2,238 2,135 2,128 8,673

Income taxes ................................... 855 861 828 820 3,364
-------- ------- ------- ------- -------

Net income ................................... $ 1,317 1,377 1,307 1,308 5,309
======== ======= ======= ====== =======

Basic income per common share................... $ .37 .39 .37 .37 1.50
======== ======= ======= ======= ========

Diluted income per common share................. $ .36 .38 .36 .36 1.46
======== ======= ======= ======= ========

Year Ended December 31, 1999
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----

Interest income................................. $ 8,851 9,317 9,801 10,643 38,612
Interest expense................................ 4,748 5,005 5,365 6,096 21,214
----- ----- ----- ------ -------

Net interest income............................. 4,103 4,312 4,436 4,547 17,398

Provision for loan losses....................... 200 150 150 219 719
------ ------ ------ ------ --------
Net interest income after provision
for loan losses.......................... 3,903 4,162 4,286 4,328 16,679
------ ----- ----- ------ -------

Noninterest income.............................. 1,289 370 319 354 2,332
Noninterest expense............................. 2,374 2,562 2,642 2,735 10,313
----- ----- ----- ------ -------

Income before income taxes...................... 2,818 1,970 1,963 1,947 8,698

Income taxes ................................... 1,084 739 739 734 3,296
----- ----- ------ ------ -------

Net income ................................... $ 1,734 1,231 1,224 1,213 5,402
======== ===== ====== ====== =======

Basic income per common share................... $ .49 .34 .35 .34 1.52
======== ======= ====== ====== ========

Diluted income per common share................. $ .47 .33 .33 .34 1.47
======== ======= ====== ====== ========

Independent Auditors' Report

The Board of Directors
FFLC Bancorp, Inc.
Leesburg, Florida:

We have audited the accompanying consolidated balance sheets of
FFLC Bancorp, Inc. (the parent company of First Federal Savings Bank of Lake
County) and Subsidiary (together the "Company") as of December 31, 2000 and 1999
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the years in the three-year 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 generally accepted
auditing standards. 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as of December 31, 2000 and 1999 and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
2000 in conformity with generally accepted accounting principles.

HACKER, JOHNSON & SMITH PA
Orlando, Florida
January 12, 2001

FFLC BANCORP, INC.

DIRECTORS AND OFFICERS

Directors: Occupation
- ---------- ----------

Joseph J. Junod Retired, General Manager, Avesta Sheffield Pipe
Chairman of the Board

Claron D. Wagner President, Woody Wagner, Inc.
Vice Chairman

James P. Logan President/Owner, Logan Sitework Contractors, Inc.
Ted R. Ostrander, Jr. President, Lassiter-Ware, Inc.
H.D. Robuck, Jr. Attorney; CEO, Ro-Mac Lumber & Supply, Inc.
Howart H. Hewitt President/Owner, Hewitt Construction Company
Stephen T. Kurtz President, FFLC Bancorp, Inc. & Subsidiary
Paul K. Mueller Executive Vice President, FFLC Bancorp, Inc.
& Subsidiary

Advisory Directors:
- -------------------

James R. Gregg President, Jarol Company
James H. Herlong General Partner, A.S. Herlong, Ltd.
Horace D. Robuck President, Ro-Mac Lumber & Supply, Inc.

Officers:
- ---------

Stephen T. Kurtz
President and Chief Executive Officer

Paul K. Mueller
Executive Vice President and Treasurer

Sandra L. Rutschow
Vice President and Secretary

FIRST FEDERAL SAVINGS BANK
OF LAKE COUNTY

DIRECTORS, OFFICERS AND MANAGERS

DIRECTORS Vickie S. Baxter
Assistant Vice President and Loan Officer
Joseph J. Junod
Chairman of the Board Victoria M. Boren
Assistant Vice President and Deposit Administrator
Claron D. Wagner
Vice Chairman Donna Boyett
Assistant Vice President and Branch
James P. Logan Operations Coordinator
Ted R. Ostrander, Jr.
H.D. Robuck, Jr. Norma Caron
Howard H. Hewitt Assistant Vice President and Checking Department Manager
Stephen T. Kurtz
Paul K. Mueller James M. Combs
Assistant Vice President and Indirect Loan Manager
Advisory Directors
Stephanie Hodges
James R. Gregg Assistant Vice President and Secondary Market Manager
James H. Herlong
Horace D. Robuck Penny Hollis
Assistant Vice President and Compliance Officer
OFFICERS
Cindy Lay
Stephen T. Kurtz Assistant Vice President and Data Manager &
President MIS Coordinator
Chief Executive Officer
Charles L. Lee
Paul K. Mueller Assistant Vice President and Security Officer
Executive Vice President
and Treasurer Sandra A. Rowe
Assistant Vice President and Loan Servicing Manager
Dwight L. Hart
Senior Vice President and Mortgage Loan Manager Craig S. Cannon
Bushnell Branch Manager
Joseph D. Cioppa
Senior Vice President and Commercial Loan Manager Barbara A. Cordes
Information Systems Manager
Paul S. Allen
Senior Vice President, Audit, Planning and Budget James R. Cummings
Collections Manager
Jay Bartholomew
Senior Vice President and Retail Banking Manager Karen A. Dixon
Inverness Loan Officer
Brenda M. Grubb
Senior Vice President and Human Resources Manager Dee Dee Dye
Lady Lake Office Manager
Susan L. Berkebile
Vice President and Area Loan Manager Lori Farfaglia
Citrus Ridge Branch Manager
Michael J. Cox
Vice President and Area Loan Manager Greg Heckler
Main Street Office Manager
Jankie Dhanpat
Vice President, SEC Reporting & Controller Doris E. Hyatt
Loan Closing Manager
James D. Haug
Vice President and Lady Lake Branch Manager Tara Keane
Eustis Branch Manager
Lawrence E. Hoag
Vice President and Operations Manager Mark Lachowicz
Inverness Office Manager
Brian R. Hofer
Vice President and Commercial Loan Officer Marilyn Leugers
Main Office Branch Manager
Karen Hollister
Vice President and Loan Operations Manager Hilda Lozano
Eustis Office Manager
Dennis R. Rogers
Vice President and Wildwood Branch Manager Michael J. Price
Eustis Loan Officer
Sandra L. Rutschow
Vice President and Corporate Secretary Carol A. Sieder
South Leesburg Office Manager
Sandra L. Seaton
Vice President and South Leesburg Branch Manager Leigh S. Skehan
Marketing Officer
Raynard S. (Ray) Taylor
Vice President and Commercial Loan Officer Craig Smith
Fruitland Park Branch Manager
Phil Tompetrini
Vice President and Inverness Branch Manager Catherine M. Wallin
Lake Square Office Manager
Tara Wainwright
Vice President and Clermont Branch Manager Betty Wolcott
Facilities & Purchasing Manager
Lynda F. Wemple
Vice President and Accounting Manager Sylvie Zimmerman
Wildwood Office Manager

FIRST FEDERAL SAVINGS BANK OF LAKE COUNTY
is Proud of the Outstanding Service its
Employees Provide to the Community and the People it Serves

MAIN OFFICE:

Paul S. Allen Tricka M. Parker Janice M. Hull
Patricia A. Baldwin Jennette L.Roode Janna R. Mitchell
Jay R. Bartholomew Sandra A. Rowe Leslie A. Rocha
Kathy E. Bauer Landa A. Russell Sharon M. Slack
Vickie S. Baxter Sandra L. Rutschow Antoinette D. Smith
Victoria M. Boren James Schaeffer Tara H. Wainwright
Barbara Boscana Margaret M. Siegel Darla Jean Williams
Deena M. Bryant Leigh S. Skehan
Norma J. Caron Claire M. Smith EUSTIS OFFICE:
Maryann D. Chantos Jill S. Spires
Linda S. Chapman Lynn P. Stoffel Amanda L. Collier
Shu Een Chen-Noble Raynard S. Taylor Michael Cox
Joseph D. Cioppa Michelle M. Thompson Vivian R. Curry
Tina R. Clancy Virginia D. Vann Tara A. Keane
Sheila C. Coffey Orpha M. Vogt Hilda Lozano
Carlos E. Colon Robert R. Wedlock Katherine R. Mantlo
James M. Combs Lynda F. Wemple Natasha L. Pender
Diane S. Cook Margaret R. White Michael J. Price
Barbara A. Cordes Jacqueline E. Widows Carolyn A. Rodgers
Jewel M. Correll Joyce L. Williams Tamika J. Rolle
Robert Cumm Betty L. Wolcott Joan G. Sullivan
James R. Cummings Lisa K. Woolwine Juanita L. Taylor
Cheryl A. Davis Jeffrey W. Wright
Dawn Rene Davison WILDWOOD OFFICE:
Ginger L. Devine FRUITLAND PARK OFFICE:
Carol A. Dewey Dana L. Fields
Jankie Dhanpat Judith M. Barber Linda Gallop
Alma H. Dunbar Kimberly L. Jones Latahna J. Green
Mary A. Durre Brandi L. Shaw Sophia A. Hamilton
Martha M. Duty Craig R. Smith Crystal L. House
Amy L. Eckert Delphine C. Williams Michelle E. Odell
ReAnna R. Farlow Dennis R. Rogers
Ruth E. Franzoni LADY LAKE OFFICE: Holly D. Sanders
Terry J. French Cathy H. Smart
Joan P. Gibson Karen L. Bednarik Sylvie M. Zimmerman
Linda J. Giggey Sonja K. Craig
Zoann Goodman Estelle E. Crawley SOUTH LEESBURG OFFICE:
Virginia I. Grantham Deedee A. Dye
Jennifer Grovesteen James D. Haug Cynthia M. Deeb
Brenda M. Grubb Constance L. Merrell-Kasch Sandra L. Seaton
Peggy L. Harris Mindy L. Mueller Carol A. Sieder
Dwight L. Hart Brenda A. Simmons Brandi M. Simko
Lawrence E. Hoag Patricia L. Sizemore Eva J. Snead
Stephanie Hodges Heather L. Varner
Carol B. Holley Vanessa D. Wall INVERNESS:
Penny M. Hollis Betty T. Woods
Karen L. Hollister Karen A. Dixon
Doris E. Hyatt MAIN STREET OFFICE: Jamie R. Hemmendinger
Patricia B. Inman Teresa A. Kuechle
Bobby H. Inscoe Donna L. Boyett Mark Lachowicz
Juanita F. Jackson Kari K. Caulk Judith Lamontagne
Jennifer D. Jennings Brandy A. Dawkins Jean Reese
Sondra Jones Gregory F. Heckler Lillian G. Russo
Stephen T. Kurtz Cynthia M. Page Phil P. Tompetrini
Linda N. Landers Angela Nicole Phillips
Nancy J. Lane Rhonda L.Wilkerson CITRUS RIDGE
Linda B. Law
Cynthia M. Lay LAKE SQUARE Stephany M. Barr
Leslie A. Leach MALL OFFICE: Dana L. Decker
Charles L. Lee Lori M. Farfaglia
Betty J. Leech Melissa R. Adams Trinia C. McClendon
Marilyn A. Leugers Shannon J. Peters Whitney L. White
Pamela J. Linville Regina D. Shiver Sarah L. Williams
Angie R. Liston Catherine M. Wallin
Margaret H. Locke BUSHNELL:
Cynthia A. Lord CLERMONT OFFICE:
Pamela A. Malcolm Elaine C. Buzzerd
Annette McCullough Susan Lynn Berkebile Craig S. Cannon
Suzanne Mission Dena M. Castro Betty J. Hewett
Erika R. Morgan Lynda S. Cole Natalie D. Langford
Keri L. Morris Zaida I. Colon Inge Pelfrey
Paul K. Mueller Donna L. Franklin
John R. Nelson Judy L. Garafola
Marquisa L. Parham Brian R. Hofer