FFLC
1997 ANNUAL REPORT

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 Shareholders 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
Selected Consolidated Financial Data and Financial Ratios.................6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations .................................8-18
Consolidated Financial Statements ......................................19-50
Independent Auditors' Report...............................................51
Directors and Officers of FFLC Bancorp, Inc. ..............................52
Directors and Officers of First Federal Savings Bank of Lake County........53
Employees .................................................................54

Inside Cover

CORPORATE PROFILE

FFLC Bancorp, Inc. ("FFLC" or the "Holding Company") became the holding company
for First Federal Savings Bank of Lake County (the "Savings Bank") (together,
the "Company") on January 4, 1994 upon the Savings Bank's conversion from a
federally chartered mutual savings association to a federally chartered stock
savings bank. The acquisition of the Savings Bank by the Holding Company was
accounted for as a pooling-of-interest. The Savings Bank is a community-oriented
savings institution offering a variety of financial services to meet the needs
of the communities it serves. The deposit accounts of the Savings Bank are
insured by the Federal Deposit Insurance Corporation.

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

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 7, 1998.

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.

Shareholder Assistance
Shareholders requiring a change of address, records or information about
lost certificates or dividend checks should contact:

Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
800-368-5948

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

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

Visit First Federal's World-wide Web Site at http://www.1stfederal.com. This
site provides up-to-date rates for certificates of deposit and mortgage loans,
as well as access to FFLC's current stock quotes and SEC filings.

FIRST FEDERAL LOGO HERE
OFFICE LOCATIONS

[GRAPHIC-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. All per share amounts have been restated
to give effect to the five-for-three stock split in November, 1997.

Cash
Dividends
Paid
High Low Per Share
---- --- ---------
Quarter Ended:

March 31, 1996............. 11 1/2 10 3/8 .05
June 30, 1996.............. 11 1/4 10 3/8 .06
September 30, 1996......... 11 3/8 10 7/8 .06
December 31, 1996.......... 13 1/4 11 .06
March 31, 1997............. 16 1/2 12 1/4 .07
June 30, 1997.............. 17 1/8 15 .07
September 30, 1997......... 19 3/8 16 3/8 .07
December 31, 1997.......... 23 1/2 18 1/2 .07

As of January 26, 1998, the Company had 879 holders of record of common stock.

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

AT YEAR END: 1997 1996 1995
---- ---- ----

Total assets.................................................................. $ 400,237 346,442 325,832
Loans receivable, net......................................................... $ 315,353 227,948 183,448
Investment securities ........................................................ $ 20,307 32,832 25,265
Mortgage-backed securities ................................................... $ 38,291 65,736 93,883
Deposits...................................................................... $ 315,390 282,664 267,703
Equity, substantially restricted.............................................. $ 51,429 53,626 55,360
Book value per share.......................................................... $ 13.74 13.20 12.59
Shares outstanding ........................................................... 3,743,988 4,062,895 4,395,593
Equity-to-assets ratio........................................................ 12.85% 15.48% 16.99%
Nonperforming assets to total assets.......................................... .19% 0.30% 0.10%

FOR THE YEAR:

Interest income............................................................... $ 28,156 24,218 22,493
Net interest income after provision for loan losses........................... $ 12,091 11,152 10,186
Net income.................................................................... $ 3,754 2,184 3,093
Basic income per share........................................................ $ 1.01 .54 .73
Diluted income per share...................................................... $ .96 .51 .70
Loan originations............................................................. $ 143,538 83,569 56,751
Return on average assets...................................................... 1.00% .65% .98%
Return on average equity...................................................... 7.18% 3.94% 5.59%
Average equity to average assets ratio........................................ 13.93% 16.62% 17.46%
Noninterest expense to average assets......................................... 1.99% 2.49% 1.85%

YIELDS AND RATES:

Weighted Average
Rate or Yield Average Rate or Yield During
at December 31, Year Ended December 31,
------------------ ------------------------------
1997 1996 1997 1996 1995
---- ---- ---- ---- ----

Mortgage loans, net.................................. 7.97% 8.08% 7.82% 8.20% 8.29%
Collateralized mortgage obligations.................. 6.14% 5.91% 5.82% 5.76% 5.73%
Other mortgage-backed securities..................... 7.21% 7.04% 6.99% 6.87% 6.41%
All interest-earning assets ......................... 7.87% 7.62% 7.80% 7.52% 7.31%
Deposits .......................................... 4.83% 4.72% 4.78% 4.72% 4.71%
All interest-bearing liabilities .................... 4.94% 4.74% 4.85% 4.72% 4.71%
Interest-rate spread (1)............................. 2.93% 2.87% 2.94% 2.80% 2.60%
Net yield on average interest-earning assets (2)..... N/A N/A 3.53% 3.50% 3.35%

(1) Average yield on all interest-earning assets less average rate paid on all
interest-bearing liabilities. (2) Net interest income divided by average
interest-earning assets.

LOGO HERE

Dear Stockholders:

The annual report is an important way in which your Company keeps you informed
about the Company's performance. I am pleased to have this opportunity to share
with our stockholders and friends information about the Company's operations
during the past year.

The year 1997 was very eventful. The Company enjoyed record profits, continued
growth, and improved performance. First Federal Savings Bank of Lake County, the
Company's subsidiary, finished the year with its highest loan volume, highest
amount of total assets, and highest level of deposits.

The Company's total assets increased by $53.8 million or 15.5% during the year,
exceeding $400 million for the first time. The Bank's total loan origination
volume in 1997 was $145.5 million, a 62.5% increase above the prior year. The
groundwork for this achievement was laid some years earlier. At a strategic
planning session in 1991, a decision was reached to place a greater emphasis on
originating local loans. At that time, the Bank was ranked 5th in mortgage loan
origination in Lake County. As of September 1997, the most recent data
available, First Federal is the top ranked mortgage lender in Lake County, and
we are understandably proud of that accomplishment. Our goal now is to continue
our leadership in mortgage lending. In keeping with the Bank's strategic plan,
First Federal created a Commercial Loan Department during 1997 on which we are
focusing substantial effort. I am happy to report that our commercial lenders
generated $35 million in new loans for the bank in 1997. Our goal is to
duplicate the success of our mortgage lending in the area of commercial lending.

In the deposit area, the Bank's total deposits grew by $32.7 million or 11.6%,
ending the year at $315.4 million. This is the first time that deposits at the
bank have exceeded the $300 million level. The Bank is placing a greater
emphasis on attracting checking accounts, and in January, 1998, introduced an
entirely new slate of checking products. It is our desire to attract a
significant number of new checking accounts, which are considered to be the core
of a customer's banking relationship.

The Bank understands the
importance of continued growth. In that vein, a new
branch office was opened in February, 1997. The office is located south of
Leesburg, in a shopping center anchored by a Winn-Dixie grocery store. In an
effort to continue the Bank's expansion, we recently acquired an outparcel at a
new Winn-Dixie shopping center in the southernmost area of Lake County. We will
be constructing a new branch office on this site and expect the office to be
opened in late 1998.

In terms of financial performance, 1997 was a solid year for the Company. A
dramatic decline in the cost of federal deposit insurance, along with a strong
increase in net interest income, resulted in improved financial results. Higher
earnings per share were accomplished during 1997, increasing to $1.01 from $.54
per share the prior year. The return on average assets for the year was 1.00%,
up from .65% in 1996. The return on average equity, boosted by higher earnings
and the continued repurchase of shares, improved to 7.18% from 3.94%. At the
same time, noninterest expense as a percentage of average assets declined to
1.99% from 2.49% and the operating efficiency ratio improved to 53.54% from
68.77%. In October 1997, the Company announced a five-for-three stock split. The
purpose of the split was to enhance the value of a stockholder's investment by
increasing the liquidity of the Company's stock. Further, in January, 1998, FFLC
announced a $.09 per share quarterly cash dividend, an increase of 25% above the
previous dividend.

During 1997, the Company made significant progress in reducing its high ratio of
capital to assets. As a result of stock repurchases and continued growth, the
Company was able to reduce its ratio of capital to total assets to 12.9% at
December 31, 1997, from 15.5% at the prior year-end. Book value per share
increased to $13.74 at December 31, 1997, from $13.20 at December 31, 1996.

In looking out for events that will influence our 1998 performance, we know that
the level of interest rates will play a major role. Over the last several
months, long-term interest rates have fallen faster than short-term interest
rates. That results in a relatively flat yield curve (the difference between
short-term rates and long-term rates). Since banks generally borrow funds from
depositors on a short-term basis and lend funds to borrowers on a medium term
basis, a flat yield curve tends to impair interest income. The financial crisis
in Asia has also had a major impact on interest rates, having the effect of
boosting the value of the dollar and lowering long-term interest rates. The
market's ongoing reaction to that situation will continue to influence interest
rates.

At year-end, there was a change in the membership of the Board of the Company
and the Bank. After serving since 1974, the past three years as Chairman of the
Board, James R. Gregg retired as a director and was succeeded as a director by
H.D. Robuck, Jr. Joseph J. Junod, the previous Vice Chairman and a Board member
since 1987, was elected to succeed Mr. Gregg as Chairman. Claron D. Wagner, also
a member of the Board since 1987, was elected Vice Chairman. Mr. Gregg served
the Company and the Bank in an excellent fashion during his tenure and will
continue as an Advisory Director.

During the past four years, our stockholders have provided strong support to the
Company. We remain committed to profitably serving the banking needs of our
communities and, as a result, provide for the investment goals of our
stockholders. We believe FFLC Bancorp is on course to meeting those goals and we
appreciate the continued support of our stockholders and the communities we
serve.

Cordially yours,

Stephen T. Kurtz
President and Chief Executive Officer

SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share amounts)
At December 31,
-----------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----

Total assets................................................... $ 400,237 346,442 325,832 310,622 292,254
Loans receivable, net.......................................... 315,353 227,948 183,448 148,286 122,211
Cash and cash equivalents...................................... 15,684 10,157 13,929 10,255 24,875
Investment securities.......................................... 20,307 32,832 25,265 27,851 29,370
Mortgage-backed securities..................................... 38,291 65,736 93,883 117,003 109,077
Deposits .................................................... 315,390 282,664 267,703 251,752 241,000
Borrowed funds................................................. 30,000 8,198 150 3,150 150
Conversion stock subscriptions................................. - - - - 21,834
Stockholders' equity........................................... 51,429 53,626 55,360 53,762 27,246

For the Year Ended December 31,
-----------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----

Interest income................................................ $ 28,156 24,218 22,493 19,480 18,453
Interest expense............................................... 15,416 12,959 12,183 9,259 9,268
Net interest income............................................ 12,740 11,259 10,310 10,221 9,184
Provision for loan losses...................................... 649 107 124 138 250
Net interest income after provision for loan losses............ 12,091 11,152 10,186 10,083 8,935
Noninterest income............................................. 1,219 809 709 647 619
Noninterest expense............................................ 7,473 8,299 5,874 5,212 3,936
Income before provision for income taxes....................... 5,837 3,662 5,021 5,518 5,618
Provision for income taxes..................................... 2,083 1,478 1,928 1,948 2,114
Net income..................................................... 3,754 2,184 3,093 3,570 3,504
Basic income per share (2)..................................... 1.01 .54 .73 .84 - (1)
Weighted average number of common
shares outstanding for basic (2)......................... 3,700,220 4,069,825 4,232,498 4,253,033 - (1)
Diluted income per share (2)................................... $ .96 .51 .70 .81 - (1)
Weighted average number of common shares
outstanding for diluted (2).............................. 3,911,256 4,267,992 4,427,098 4,409,715 - (1)

(1) The Company issued stock and acquired the Savings Bank during 1994,
therefore, earnings per share prior to 1994 is not available.

(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,
--------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----

Return on average assets....................................... 1.00% 0.65% 0.98% 1.19% 1.29%
Return on average equity....................................... 7.18% 3.94% 5.59% 6.81% 13.72%
Dividend payout ratio (1)...................................... 28.51% 44.71% 25.86% 13.33% N/A
Average equity to average assets............................... 13.93% 16.62% 17.46% 17.47% 9.40%
Total equity to total assets................................... 12.85% 15.48% 16.99% 17.31% 9.32%
Interest rate spread during year(2)............................ 2.95% 2.80% 2.60% 2.88% 3.15%
Net interest margin (3)........................................ 3.53% 3.50% 3.35% 3.50% 3.48%
Nonperforming assets to total assets (4)....................... .19% 0.30% 0.10% 0.13% 0.23%
Nonperforming loans to total loans (5)......................... .07% 0.28% 0.09% 0.21% 0.47%
Allowance for loan losses to non-performing loans.............. 695.87% 159.61% 561.49% 264.13% 121.29%
Allowance for loan and REO
losses to nonperforming assets........................... 224.83% 103.51% 288.48% 210.41% 108.41%
Allowance for loan losses to total loans....................... 0.51% 0.45% 0.52% 0.55% 0.57%
Operating expenses to average assets........................... 1.99% 2.49% 1.85% 1.74% 1.45%
Average interest-earning assets to
average interest-bearing liabilities..................... 1.14 1.17 1.19 1.19 1.09
Net interest income to noninterest expenses.................... 1.70 1.36 1.76 1.96 2.33
Total shares outstanding (1) (6)............................... 3,743,988 4,062,895 4,395,593 4,603,032 - (1)
Book value per common share outstanding (1)(6)................. $ 13.74 $ 13.20 12.59 11.68 - (1)
Number of banking offices (all full-service)................... 9 9 8 6 6
- ----------

(1) Item is only presented at December 31, 1997, 1996, 1995 and 1994 since
there was no outstanding common stock in prior years.
(2) Difference between weighted average yield on all interest-earning assets
and weighted average rate on all interest-bearing liabilities.
(3) Based upon net interest income before provision for loan losses divided by
average interest-earning assets.
(4) Nonperforming assets consist of nonperforming loans and real estate owned.
(5) Nonperforming loans consist of loans 90 days or more delinquent.
(6) All per share amounts have been restated to reflect the five-for-three
stock split in November, 1997.

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 Savings 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, mortgage-backed securities
and, to a lesser extent, construction loans, consumer and other loans, and
multi-family residential mortgage loans. In addition, the Savings Bank holds
investments permitted by federal laws and regulations including securities
issued by the U.S. Government and agencies thereof. The Savings Bank's revenues
are derived principally from interest on its mortgage loan and mortgage-backed
securities portfolios and interest and dividends on its investment securities.

The Savings Bank is a community-oriented savings institution offering a variety
of financial services to meet the needs of the communities it serves. The
Savings Bank's deposit gathering and lending markets are primarily concentrated
in the communities surrounding its full service offices located in Lake and
Sumter 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 Savings Bank is the oldest and largest (by
asset size) locally-based savings 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 Savings 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 Savings Bank had net earnings of $3.8 million for the year ended December
31, 1997, compared to net earnings of $2.2 million for the year ended December
31, 1996. At December 31, 1997, the Savings Bank had total assets of $400.2
million, an increase of 15.5% over total assets of $346.4 million at December
31, 1996. That increase resulted primarily from an $87.4 million, or 38.3%,
increase in loans receivable from $227.9 million at December 31, 1996 to $315.4
million at December 31, 1997, reflecting increased local loan demand. Cash and
cash equivalents increased $5.5 million or 54.4% from $10.2 million to $15.7
million. Mortgage-backed and investment securities decreased $39.9 million or
40.6% during 1997. Deposits increased $32.7 million, or 11.6%, from $282.7
million at December 31, 1996 to $315.4 million at December 31, 1997. Advances
from Federal Home Loan Bank increased $29.9 million, while securities sold under
agreements to repurchase decreased $8.1 million for a net increase of $21.8
million or 265.9% in borrowings. Stockholders' equity decreased $2.2 million
primarily due to repurchases of Holding Company stock during 1997, partially
offset by income from operations.

REGULATION AND LEGISLATION

General

The operating results of the Savings Bank are affected by Federal laws and
regulations and the Savings 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 Savings 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 Savings 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. There are periodic examinations by the OTS and the FDIC to test
the Savings Bank's compliance with various regulatory requirements. The
activities of savings institutions are governed by the Home Owner's Loan Act, as
amended (the "HOLA") and, in certain respects, the Federal Deposit Insurance Act
(the "FDIA"). The HOLA and the FDIA were amended by the Financial Institutions
Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and the Federal Deposit
Insurance Corporation Improvement Act of 1991("FDICIA"). A more complete
description of the HOLA and FDIA as amended by FIRREA and FDICIA 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, 1997, the Savings Bank met each of its capital requirements, in
each case on a fully phased-in basis, 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. Based on its capital and supervisory subgroups, each
SAIF member institution was assigned an annual FDIC assessment rate for 1996
between 23 basis points for an institution in the highest category (i.e.,
well-capitalized and healthy) and 31 basis points for an institution in the
lowest category (i.e., undercapitalized and posing substantial supervisory
concern). The Savings Bank's assessment rate for 1996 was .23% of deposits.
Effective January 1, 1997, the FDIC lowered the annual assessment rates for SAIF
members to 0 to 27 basis points, as discussed below. The FDIC has authority to
further raise premiums if deemed necessary. If such action is taken, it could
have an adverse effect on the earnings of the institution.

On September 30, 1996, legislation was enacted which, among other things,
imposed a special one-time assessment on SAIF member institutions, including the
Savings Bank, to recapitalize the SAIF and spread the obligations for payments
of Financing Corporation ("FICO") bonds across all SAIF and Bank Insurance Fund
("BIF") members. The FDIC special assessment levied amounted to 65.7 basis
points on SAIF assessable deposits held as of March 31, 1995. The special
assessment of $1.7 million before taxes was recognized by the Savings Bank in
the third quarter of 1996 and was tax deductible. That legislation eliminated
the substantial disparity between the amount that BIF and SAIF members had been
paying for deposit insurance premiums.

Beginning January 1, 1997, BIF members pay a portion of the FICO payment equal
to 1.3 basis points on BIF-insured deposits, compared to 6.48 basis points
payable by SAIF members on SAIF-insured deposits, and will pay a pro rata share
of the FICO payment on the earlier of January 1, 2000 or the date upon which the
last savings association, such as the Savings Bank, ceases to exist. The
legislation also requires BIF and SAIF to be merged by January 1, 1999 provided
that subsequent legislation is adopted to eliminate the savings association
charter and no savings associations remain as of that time.

Effective January 1, 1997, the FDIC lowered annual SAIF assessment rates to 0 to
27 basis points, a range comparable to those of BIF members, although SAIF
members continue to be subject to the higher FICO payments described above.
Management cannot predict the level of FDIC insurance assessments on an ongoing
basis or whether the BIF and SAIF will eventually be merged.

Under the FDI Act, 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 Savings Bank does not know of any practice, condition
or violation that might lead to termination of deposit insurance.

YEAR 2000 COMPLIANCE

Management has an ongoing program designed to ensure that its operational and
financial systems will not be adversely affected by year 2000 software failures,
due to processing errors arising from calculations using the year 2000 date.
Based on current estimates, the Savings Bank does not expect to incur a material
amount of expenses over the next two years on its program to redevelop, replace,
or repair its computer applications to make them "year 2000 compliant." While
management believes it is doing everything technologically possible to assure
year 2000 compliance, it is to some extent dependent upon vendor cooperation.
Management is requiring its computer system and software vendors to represent
that the products provided are, or will be, year 2000 compliant, and has planned
a program of testing for compliance. It is recognized that any year 2000
compliance failures could result in additional expense to the Savings Bank.

CREDIT RISK

The Savings 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 Savings Bank. The Savings 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 Company's operating expenses 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, 1997. 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,
----------------------------------------------------------------------------------
1997 1996 1995
----------------------------------------------------------------------------------
Yield At Average Average Average
December 31, Average Yield/ Average Yield/ Average Yield/
1997 Balance Interest Cost Balance Interest Cost Balance Interest Cost
(Dollars in thousands)

Interest-earning assets:
Loans receivable (1)............... 8.18% $268,425 22,318 8.31% $201,840 16,813 8.33% $163,961 13,817 8.43%
Mortgage-backed securities......... 6.78 53,170 3,431 6.45 80,355 5,020 6.25 106,574 6,403 6.01
Investment securities and other
interest-earning assets (2)..... 6.07 39,550 2,407 6.09 39,745 2,385 6.00 37,138 2,273 6.12
-------- ------ -------- ------ -------- ------
Total interest-earning assets. 7.87 361,145 28,156 7.80 321,940 24,218 7.52 307,673 22,493 7.31
------ ------ ------

Noninterest-earning assets............. 14,160 11,727 9,107
-------- -------- --------

Total assets.................. $375,305 $333,667 $316,780
======== ======== ========

Interest-bearing liabilities:
NOW and money market
accounts........................ 1.95 46,656 991 2.12 42,682 960 2.25 42,425 967 2.28
Passbook and statement savings
accounts........................ 2.74 24,963 687 2.75 24,218 629 2.60 26,802 721 2.69
Certificates....................... 5.60 227,271 12,601 5.54 206,471 11,311 5.48 188,806 10,455 5.54
FHLB advances...................... 6.01 13,226 814 6.15 150 11 7.33 150 11 7.33
Securities sold under agreement
to repurchase................... - 5,629 323 5.74 849 48 5.65 470 29 6.17
-------- ------ -------- ------ -------- ------
Total interest-bearing
liabilities................. 4.94 317,746 15,416 4.85 274,370 12,959 4.72 258,653 12,183 4.71
------ ------ ------

Noninterest-bearing liabilities........ 5,285 3,836 2,812
Stockholders' equity................... 52,274 55,461 55,315
-------- -------- --------

Total liabilities and equity.. $375,305 $333,667 $316,780
======== ======== ========

Net interest-earning assets and
interest rate spread (3)........... 2.93% $ 43,399 2.95% $ 47,570 2.80% $ 49,020 2.60%
==== ======== ==== ======== ==== ======== ====

Net interest income and net
margin (4)......................... $12,740 3.53% $ 11,259 3.50% $10,310 3.35%
======= ==== ======== ==== ======= ====
Ratio of interest-earning assets
to interest-bearing liabilities.... 1.14 1.17 1.19
======= ======= ========

(1) Includes nonaccrual loans.
(2) Includes interest-bearing deposits and FHLB Stock.
(3) Interest-rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest- bearing
liabilities.
(4) 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,
1997 vs. 1996 1996 vs. 1995
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....................$ (31) 5,546 (10) 5,505 (164) 3,193 (33) 2,996
Mortgage-backed securities.............. 165 (1,698) (56) (1,589) 253 (1,576) (60) (1,383)
Investment securities
and other interest-earning
assets (1).......................... 34 (12) - 22 (44) 159 (3) 112
---- ------ ----- ------ --- ----- -- -----

Total............................ 168 3,836 (66) 3,938 45 1,776 (96) 1,725
--- ----- --- ----- --- ----- -- -----

Interest-bearing liabilities:
NOW and money market accounts........... (53) 89 (5) 31 (13) 6 - (7)
Passbook and
statement savings accounts.......... 37 20 1 58 (25) (69) 2 (92)
Certificates............................ 137 1,139 14 1,290 (117) 979 (6) 856
FHLB advances........................... (2) 959 (154) 803
Securities sold under agreement
to repurchase....................... 1 270 4 275 (2) 23 (2) 19
---- ------ ---- ------ ---- ------ -- -----

Total............................ 120 2,477 (140) 2,457 (157) 939 (6) 776
--- ----- --- ----- --- ----- -- -----

Net change in net interest
income.................................$ 48 1,359 74 1,481 202 837 (90) 949
==== ===== ==== ===== === ===== == =====

(1) Includes interest-bearing deposits and FHLB Stock.

LIQUIDITY AND CAPITAL RESOURCES

The Savings 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
Savings 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 Savings Bank's liquidity ratios were 8.7% and
13.5% at December 31, 1997 and December 31, 1996, respectively.

The Savings 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, sales of 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, 1997, the Savings Bank had outstanding commitments to originate
$22.6 million of loans, to fund unused lines of credit of $11.5 million and to
fund the undisbursed portion of loans in process of $12.3 million. The Savings
Bank believes that it will have sufficient funds available to meet its
commitments. At December 31, 1997, certificates of deposit which were scheduled
to mature in one year or less totaled $168.3 million. Management believes, based
on past experience, that a significant portion of these funds will remain with
the Savings Bank.

REGULATORY CAPITAL REQUIREMENTS

As a federally-chartered financial institution, the Savings 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 is a summary of the capital requirements, the Savings Bank's
regulatory capital and the amounts in excess at December 31, 1997:

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

Regulatory capital.......... $ 44,349 11.08% $ 44,349 11.08% $ 46,033 21.70%
Requirement................. 6,003 1.50 12,006 3.00 16,973 8.00
------- ----- ------ ----- ------ ------

Excess...................... $ 38,346 9.58% $ 32,343 8.08% $ 29,060 13.70%
====== ===== ====== ===== ====== =====

MARKET RISK

Market risk is the risk of loss from adverse 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 10 of Notes to Consolidated Financial Statements.

The Company's primary objective is 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 structure 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 Savings 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 Savings Bank's goal is to continue to be a
well-capitalized and profitable operation that provides service that is
professional, efficient and courteous. The Savings 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 Savings 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,
1997, the Savings Bank's one-year interest sensitivity gap (the difference
between the amount of interest-earning assets anticipated by the Savings Bank,
based on certain assumptions, to mature or reprice within one year and the
amount of interest-bearing liabilities anticipated by the Savings Bank, based on
certain assumptions, to mature or reprice within one year) as a percentage of
total assets was a positive 9.78%. Generally, an institution with a positive gap
would experience an increase in net interest income in a period of rising
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 Savings Bank will be able to maintain its net interest-rate
spread as market interest rates fluctuate.

The Savings Bank monitors its interest rate risk through the Asset/Liability
Committee which meets weekly and reports the results of such monitoring
quarterly to the Board of Directors. The Savings Bank's policy is to seek to
maintain a balance between interest-earning assets and interest-bearing
liabilities so that the Savings Bank's cumulative one-year gap ratio is within a
range which management believes is conducive to maintaining profitability
without incurring undue risk. Considering the current interest rate environment,
the Savings Bank has increased its investment in adjustable-rate and shorter
average life, fixed-rate mortgage-related securities and, generally, has not
retained in its portfolio 30 year fixed-rate loans, in order to position itself
against the consequences of rising interest rates. The Savings Bank also
maintains liquid assets in excess of the regulatory requirement, allowing for
the possibility of disintermediation when interest rates fluctuate. The Savings
Bank's liquidity ratio of 8.7% at December 31, 1997 is significantly higher than
the regulatory requirement of 4%. In addition, the Savings 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, 1997 that are expected
to reprice or mature, 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 Other (1) Total
-------- -------- --------------------- -------- -------- -------- ------- --------

Rate-sensitive assets:
Mortgage loans, net..........$ 69,212 34,153 47,329 103,582 11,524 9,546 3,835 (1,123) 278,058
Consumer and other loans..... 14,630 3,624 4,801 9,379 3,872 1,118 100 (229) 37,295
Mortgage-backed
securities................ 23,158 9,934 3,153 1,057 550 481 11 (53) 38,291
Interest-earning deposits.... 8,562 - - - - - - - 8,562
Investment securities........ 3,023 - 2,000 5,000 - 1,000 151 (50) 11,124
Mutual funds................. 325 7,187 - 1,745 - - - (74) 9,183
FHLB stock................... 2,304 - - - - - - - 2,304
--------- ------ ------ ------- ------ ------ ----- ------ -------
Total interest-earning
assets............... 121,214 54,898 57,283 120,763 15,946 12,145 4,097 (1,529) 384,817
--------- ------ ------ ------- ------ ------ ----- ====== =======
Rate-sensitive liabilities:
Deposits:
Passbook and statement
savings................. 2,335 2,112 3,639 9,048 4,061 2,862 446 - 24,503
NOW accounts.............. 3,319 3,004 5,175 12,864 5,775 4,067 635 - 34,839
Money-market.............. 1,496 1,359 2,341 5,821 2,613 1,841 287 - 15,758
Certificates.............. 52,168 51,329 65,961 66,756 4,076 - - - 240,290
Borrowed funds............... - - - - 30,000 - - - 30,000
--------- ------ ------ ------- ------ ------ ----- ------ -------
Total interest-bearing
liabilities.......... 59,318 57,804 77,116 94,489 46,525 8,770 1,368 - 345,390
--------- ------ ------ ------- ------ ------ ----- ------ -------

Interest-sensitivity gap.........$ 61,896 (2,906) (19,833) 26,274 (30,579) 3,375 2,729 (1,529) 39,427
========= ====== ======= ======= ======= ====== ===== ====== =======

Cumulative interest-
sensitivity gap..............$ 61,896 58,990 39,157 65,431 34,852 38,227 40,956
========= ====== ====== ====== ====== ====== ======

Cumulative interest-sensitivity
gap as a percentage of
total assets................. 15.46% 14.74% 9.78% 16.35% 8.71% 9.55% 10.23%
========= ====== ====== ====== ====== ====== ======
Cumulative interest-earning assets
as a percentage of cumulative
interest-bearing liabilities. 204.35% 150.37% 120.16% 122.66% 110.40% 111.11% 111.86%
========= ====== ====== ====== ====== ====== ======

(1) Represents premiums, discounts, market value adjustments and provision for
loan losses.

COMPARISON OF YEARS ENDED DECEMBER 31, 1997 TO DECEMBER 31, 1996

General Operating Results. Net income for the year ended December 31, 1997, was
$3.8 million or $1.01 per share, compared to net income for the year ended
December 31, 1996 of $2.2 million or $.54 per share. The increase in net
income was primarily the result of an increase of $1.5 million in net
interest income before provision for loan losses for 1997, and the effect of
the one-time SAIF assessment during 1996 of $1.7 million before taxes.

Interest Income. Interest income increased $3.9 million, or 16.3%, from $24.2
million for the year ended December 31, 1996 to $28.2 million for the year
ended December 31, 1997. The increase was due to an increase in the average
balance of total interest-earning assets from $321.9 million for the year
ended December 31, 1996 to $361.1 million for the year ended December 31,
1997, an increase of $39.2 million, or 12.2% and an increase in the average
yield on interest-earning assets from 7.52% for the year ended December 31,
1996 to 7.80% for the year ended December 31, 1997. The average yield on
loans decreased from 8.33% for the year ended December 31, 1996 to 8.31% for
the year ended December 31, 1997. The average yield on mortgage-backed
securities increased from 6.25% for the year ended December 31, 1996 to
6.45% for the year ended December 31, 1997. The average yield on investment
securities and other interest earning assets increased from 6.00% for the
year ended December 31, 1996 to 6.09% for the year ended December 31, 1997.

Interest Expense. Interest expense increased $2.5 million from $13.0 million at
December 31, 1996 to $15.4 million at December 31, 1997. The increase was
due to a $43.4 million or 15.8% increase in the average balance of total
interest-bearing liabilities from $274.4 million for the year ended December
31, 1996 to $317.7 million for the year ended December 31, 1997 and an
increase in the weighted-average rate paid on interest-bearing liabilities
from 4.72% during 1996 to 4.85% in 1997.

Provision for Loan Losses. The Savings Bank's provision for loan losses
increased from $107,000 for the year ended December 31, 1996 to $649,000 for
the year ended December 31, 1997. The increase of $542,000 is due to the
growth of the commercial loan portfolio and reflects the Savings 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 Savings Bank's loan portfolio.

Noninterest Income. Noninterest income increased from $809,000 for the year
ended December 31, 1996 to $1.2 million for the year ended December 31,
1997. The increase was due to a gain on the sale of other assets during 1997
of $302,000, with no corresponding amount during 1996 and an increase in
other service charges and fees of $94,000 for the year ended December 31,
1997.

Noninterest Expense. Noninterest expense consists primarily of salaries and
employee benefits, occupancy expense and deposit insurance premiums.
Noninterest expense decreased $826,000 for the year ended December 31, 1997
compared to 1996. This decrease was primarily due to the one-time SAIF
recapitalization expense of $1.7 million during 1996 and a related decrease
in deposit insurance premium of $477,000 during 1997, partially offset by
increases in salaries and employee benefits of $934,000 and occupancy
expense of $118,000. The remaining items in noninterest expense increased
$254,000 for the year ended December 31, 1997 compared to the year ended
December 31, 1996 primarily due to the growth of the Company.

Provision for Income Taxes. The provision for federal and state income taxes
increased from $1.5 million for the year ended December 31, 1996 to $2.1
million for the year ended December 31, 1997. The effective tax rate
decreased from 40.4% for the year ended December 31, 1996 to 35.7% for the
year ended December 31, 1997.

COMPARISON OF YEARS ENDED DECEMBER 31, 1996 TO DECEMBER 31, 1995

General Operating Results. Net income for the year ended December 31, 1996, was
$2.2 million or $.54 per share, compared to net income for the year ended
December 31, 1995 of $3.1 million or $.73 per share. The decrease in net
income was primarily the result of the effect of the one-time SAIF
assessment of $1.7 million before taxes, included in noninterest expense,
partially offset by an increase of $949,000 in net interest income before
provision for loan losses.

Interest Income. Interest income increased $1.7 million, or 7.7% from $22.5
million for the year ended December 31, 1995 to $24.2 million for the year
ended December 31, 1996. The increase was due to an increase in the average
balance of total interest-earning assets from $307.7 million for the year
ended December 31, 1995 to $321.9 million for the year ended December 31,
1996, an increase of $14.2 million, or 4.6%, primarily as a result of new
branch openings, and an increase in the average yield on interest-earning
assets from 7.31% for the year ended December 31, 1995 to 7.52% for the year
ended December 31, 1996. The average yield on loans decreased from 8.43% for
the year ended December 31, 1995 to 8.33% for the year ended December 31,
1996. The average yield on mortgage-backed securities increased from 6.01%
for the year ended December 31, 1995 to 6.25% for the year ended December
31, 1996. The average yield on investment securities and other interest
earning assets decreased from 6.12% for the year ended December 31, 1995 to
6.00% for the year ended December 31, 1996.

Interest Expense. Interest expense increased $776,000 from $12.2 million at
December 31, 1995 to $13.0 million at December 31, 1996, as the weighted
average rate paid on interest-bearing liabilities increased from 4.71%
during 1995 to 4.72% in 1996.

Provision for Loan Losses. The Savings Bank's provision for loan losses
decreased from $124,000 for the year ended December 31, 1995 to $107,000 for
the year ended December 31, 1996. The decrease of $17,000 reflects the
Savings 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 Savings Bank's loan
portfolio.

Noninterest Income. Noninterest income increased from $709,000 for the year
ended December 31, 1995 to $809,000 for the year ended December 31, 1996.
The increase was due to an increase in other service charges and fees of
$93,000, and deposit account fees of $12,000 for the year ended December 31,
1996.

Noninterest Expense. Noninterest expense consists primarily of salaries and
employee benefits, occupancy expense and deposit insurance premiums.
Noninterest expense increased $2.4 million for the year ended December 31,
1996 compared to 1995. That increase was primarily due to the one-time SAIF
recapitalization expense of $1.7 million and increases in salaries and
employee benefits of $356,000 and occupancy expense of $233,000, due to the
opening of two new branches. The remaining items in noninterest expense
increased $136,000 for the year ended December 31, 1996 compared to the year
ended December 31, 1995 primarily due to the growth of the Company.

Provision for Income Taxes. The provision for federal and state income taxes
decreased from $1.9 million for the year ended December 31, 1995 to $1.5
million for the year ended December 31, 1996. The effective tax rate
increased from 38.4% for the year ended December 31, 1995 to 40.4% for the
year ended December 31, 1996.

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
Savings Bank's operations. Unlike most industrial companies, nearly all the
assets and liabilities of the Savings Bank are monetary in nature. As a result,
interest rates have a greater impact on the Savings 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.

FUTURE ACCOUNTING REQUIREMENTS

The FASB has recently issued the following Statements of Financial Accounting
Standards which are relevant to the Company:

Financial Accounting Standards 130 - Reporting Comprehensive Income
establishes standards for reporting comprehensive income. The Standard
defines comprehensive income as the change in equity of an enterprise except
those resulting from stockholder transactions. All components of
comprehensive income are required to be reported in a new financial
statement that is displayed with equal prominence as existing financial
statements. The Company will be required to adopt this Standard effective
January 1, 1998. As the Statement addresses reporting and presentation
issues only, there will be no impact on operating results from the adoption
of this Standard.

Financial Accounting Standards 131 - Disclosures about Segments of an
Enterprise and Related Information establishes standards for related
disclosures about products and services, geographic areas, and major
customers. The Company will be required to adopt this Standard effective
January 1, 1998. As the Standard addresses reporting and disclosure issues
only, there will be no impact on operating results from adoption of this
Standard.

FFLC BANCORP, INC.
(Parent Company of First Federal Savings Bank of Lake County and Subsidiary)
Leesburg, Florida

Audited Consolidated Financial Statements
December 31, 1997 and 1996
and for each of the Years in the
Three Years Ended December 31, 1997

(Together with Independent Auditors' Report)

FFLC BANCORP, INC.

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

December 31,
--------------------------
1997 1996
-------- --------
Assets

Cash and due from banks........................................................... $ 7,122 6,080
Interest-bearing deposits......................................................... 8,562 4,077
-------- --------

Cash and cash equivalents............................................. 15,684 10,157
------- --------

Investment securities held to maturity, at cost
(market value of $3,077 in 1997 and $3,271 in 1996)........................... 3,031 3,239
Investment securities available for sale, at market............................... 17,276 29,593
Mortgage-backed and related securities held to maturity, at cost (market value
of $29,443 in 1997 and $47,396 in 1996)....................................... 28,986 46,892
Mortgage-backed and related securities available for sale, at market.............. 9,305 18,844
Loans receivable, net of allowance for loan losses of $1,684 in 1997
and $1,063 in 1996............................................................ 315,353 227,948
Accrued interest receivable:
Investment securities......................................................... 348 577
Mortgage-backed securities.................................................... 189 243
Loans receivable.............................................................. 1,597 1,199
Premises and equipment, net....................................................... 5,313 5,144
Foreclosed real estate............................................................ 507 361
Real estate held for development.................................................. 122 122
Restricted securities - Federal Home Loan Bank stock, at cost..................... 2,304 1,939
Other assets .................................................................. 222 184
--------- ---------

Total................................................................. $ 400,237 346,442
======= =======

December 31,
--------------------------
1997 1996
-------- --------

Liabilities and Stockholders' Equity

Liabilities:
NOW and money market accounts................................................. 50,597 43,306
Savings accounts.............................................................. 24,503 27,412
Certificates.................................................................. 240,290 211,946
------- -------

Total deposits........................................................ 315,390 282,664
------- -------

Advances from Federal Home Loan Bank.............................................. 30,000 150
Securities sold under agreements to repurchase.................................... - 8,048
Deferred income taxes............................................................. 737 930
Accrued expenses and other liabilities............................................ 2,681 1,024
-------- --------

Total liabilities..................................................... 348,808 292,816
------- -------

Commitments and contingencies (Notes 5, 10 and 13)

Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none outstanding.......................................................... - -
Common stock, $.01 par value, 4,500,000 shares authorized,
4,312,146 in 1997 and 2,777,393 in 1996 shares issued..................... 43 28
Additional paid-in-capital.................................................... 28,265 27,386
Retained income............................................................... 36,622 33,962
Unrealized loss on securities available for sale, net of tax of
$53 in 1997 and $116 in 1996.............................................. (88) (193)
Treasury stock, at cost (568,158 shares in 1997 and
339,656 shares in 1996)................................................... (12,466) (6,295)
Stock held by Incentive Plan Trusts........................................... (947) (1,262)
--------- --------

Total stockholders' equity............................................ 51,429 53,626
-------- --------

Total................................................................. $ 400,237 346,442
======= =======

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

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

Year Ended December 31,
1997 1996 1995
---------- ---------- ----------

Interest income:
Loans receivable $ 22,318 16,813 13,817
Mortgage-backed securities 3,431 5,020 6,403
Investment securities and time deposits 2,407 2,385 2,273
---------- ---------- ----------

Total interest income 28,156 24,218 22,493
---------- ---------- ----------
Interest expense:
Deposits 14,279 12,900 12,143
Borrowed funds 1,137 59 40
---------- ---------- ----------

Total interest expense 15,416 12,959 12,183
---------- ---------- ----------

Net interest income 12,740 11,259 10,310

Provision for loan losses 649 107 124
---------- ---------- ----------

Net interest income after provision for loan losses 12,091 11,152 10,186
---------- ---------- ----------
Noninterest income:
Deposit account fees 485 489 477
Other service charges and fees 360 266 173
Gain on sale of securities available for sale 11 -- --
Gain on sale of other assets 302 -- --
Other 61 54 59
---------- ---------- ----------

Total noninterest income 1,219 809 709
---------- ---------- ----------

Noninterest expense:
Salaries and employee benefits 4,674 3,740 3,384
Occupancy expense 930 812 579
Deposit insurance premium 147 624 579
SAIF recapitalization assessment -- 1,655 --
Advertising and promotion 224 122 120
Data processing expense 429 384 322
Professional services 229 270 259
Other 840 692 631
---------- ---------- ----------

Total noninterest expense 7,473 8,299 5,874
---------- ---------- ----------

Year Ended December 31,
1997 1996 1995
---------- ---------- ----------

Income before income taxes 5,837 3,662 5,021

Income taxes 2,083 1,478 1,928
---------- ---------- ----------

Net income $ 3,754 2,184 3,093
========== ========== ==========

Basic income per share of common stock $ 1.01 .54 .73
========== ========== ==========

Weighted average number of shares outstanding for basic 3,700,220 4,069,825 4,232,448
========== ========== ==========

Diluted income per share of common stock $ .96 .51 .70
========== ========== ==========

Weighted average number of shares outstanding for diluted 3,911,256 4,267,992 4,427,098
========== ========== ==========

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

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

Stock
Unrealized Held
Loss on By
Additional Securities Incentive Total
Common Paid-In Retained Available Treasury Plan Stockholders'
Stock Capital Income For Sale Stock Trusts Equity
------- ----------- -------- ---------- ---------- ---------- --------

Balance at December 31,
1994................ $ 28 26,724 30,372 (732) - (2,630) 53,762

Net proceeds from the
issuance of 7,581
shares of common
stock............... - 76 - - - - 76

Shares committed to
participants in
incentive plans
(164,980 shares
remain uncommitted
at December 31,
1995)............... - 241 - - - 684 925

Dividends paid, net of
$56 of dividends
on ESOP shares
recorded as
compensation
expense............. - - (761) - - - (761)

Purchase of treasury
stock, 132,044
shares.............. - - - - (2,373) - (2,373)

Net income............... - - 3,093 - - - 3,093

Change in unrealized
gains (losses) on
securities available
for sale, net of
income taxes of
$384................ - - - 638 - - 638
---- ------ ------ ---- ------ ------ ------

Balance at December 31,
1995................ $ 28 27,041 32,704 (94) (2,373) (1,946) 55,360
==== ====== ====== ==== ====== ====== ======

(continued)
21

FFLC BANCORP, INC.

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

Balance at December 31,
1995................ $ 28 27,041 32,704 (94) (2,373) (1,946) 55,360

Net proceeds from the
issuance of 7,993
shares of common
stock............... - 80 - - - - 80

Shares committed to
participants in
incentive plans
(130,217 shares
remain uncommitted
at December 31,
1996)............... - 265 - - - 684 949

Dividends paid, net of
$60 of dividends
on ESOP shares
recorded as
compensation
expense............. - - (926) - - - (926)

Purchase of treasury
stock, 207,612
shares.............. - - - - (3,922) - (3,922)

Net income............... - - 2,184 - - - 2,184

Change in unrealized
gains (losses) on
securities available
for sale, net of
income taxes of
$59................. - - - (99) - - (99)
---- ------ ------ ---- ------ ------ ------
Balance at December 31,
1996................ $ 28 27,386 33,962 (193) (6,295) (1,262) 53,626
==== ====== ====== ==== ====== ====== ======

(continued)
22

FFLC BANCORP, INC.

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

Balance at December 31,
1996................ $ 28 27,386 33,962 (193) (6,295) (1,262) 53,626

Net proceeds from the
issuance of 34,825
shares of common
stock............... - 283 - - - - 283

Shares committed to
participants in
incentive plans
(162,399 shares
remain uncommitted
at December 31,
1997)............... - 596 - - - 315 911

Dividends paid, net of
$61 of dividends on
ESOP shares recorded
as compensation
expense............. - - (1,079) - - - (1,079)

Purchase of treasury
stock, 228,502
shares.............. - - - - (6,171) - (6,171)

Net income............... - - 3,754 - - - 3,754

Change in unrealized
gains (losses) on
securities available
for sale, net of
income taxes of
$63................. - - - 105 - - 105

Five-for-three stock
split in November,
1997................ 15 - (15) - - - -
---- ------ ------ ---- ------- ---- ------
Balance at December 31,
1997................ $ 43 28,265 36,622 (88) (12,466) (947) 51,429
===== ====== ====== ==== ======= ==== ======

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

Consolidated Statements of Cash Flows
($ in thousands)

Year Ended December 31,
-------------------------------------
1997 1996 1995
---- ---- ----

Cash flows from operating activities:
Net income ......................................................... $ 3,754 2,184 3,093
Adjustments to reconcile net income
to net cash provided by operations:
Provision for loan losses........................................ 649 107 124
Depreciation..................................................... 395 345 212
Gain on sale of securities available for sale.................... (11) - -
Gain on sale of foreclosed real estate........................... (11) - (7)
(Credit) provision for deferred income taxes..................... (256) (116) 152
Shares committed and dividends to incentive
plan participants............................................ 972 1,009 981
Amortization of premiums or discounts
on investment and mortgage-backed securities................. (44) (106) (12)
Deferral (accretion) of deferred loan fees and unearned interest. 254 139 (16)
Purchase of Federal Home Loan Bank stock......................... (365) (11) -
Increase in accrued interest receivable.......................... (115) (73) (181)
(Increase) decrease in other assets.............................. (38) 145 (112)
Increase (decrease) in accrued expenses and other liabilities.... 1,657 (490) 125
------- ------ -------

Net cash provided by operating activities................ 6,841 3,133 4,359
------- ------ ------

Cash flows from investing activities:
Purchase of investment securities held to maturity....................... - - (475)
Proceeds from maturities of investment securities held to maturity....... 208 202 290
Purchase of investment securities available for sale..................... (7,490) (22,743) (2,562)
Proceeds from maturities of investment securities available for sale..... 18,924 14,953 5,633
Proceeds from sales of investment securities available for sale.......... 958 - -
Purchase of mortgage-backed securities held to maturity.................. - - (4,275)
Principal repayments on mortgage-backed securities
held to maturity..................................................... 17,927 28,098 27,013
Purchase of mortgage-backed securities available for sale................ - (8,596) (1,762)
Principal repayments on mortgage-backed securities
available for sale................................................... 9,666 8,614 2,878
Purchase of loans receivable............................................. - (2,106) -
Proceeds from sale of loans receivable................................... - 1,557 -
Loan disbursements....................................................... (143,538) (83,569) (56,751)
Principal repayments on loans............................................ 54,840 39,106 21,302
Purchase of premises and equipment, net.................................. (564) (672) (1,918)
Proceeds from sales of foreclosed real estate............................ 255 70 104
-------- ------- -------

Net cash used in investing activities.................... (48,814) (25,086) (10,523)
------- ------ ------

(continued)
24

FFLC BANCORP, INC.

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

Year Ended December 31,
--------------------------------------
1997 1996 1995
------ ------- -------

Cash flows from financing activities:
Net increase (decrease) in noninterest-bearing demand, savings,
NOW and money market accounts........................................ 4,382 3,152 (8,968)
Net increase in certificate accounts..................................... 28,344 11,809 24,920
Net increase in Federal Home Loan Bank advances.......................... 29,850 - -
Net (decrease) increase in securities sold under agreements
to repurchase........................................................ (8,048) 8,048 (3,000)
Stock options exercised.................................................. 283 80 76
Purchase of treasury stock............................................... (6,171) (3,922) (2,373)
Cash dividends paid...................................................... (1,140) (986) (817)
------ ------- -------

Net cash provided by financing activities.................... 47,500 18,181 9,838
------ ------ ------

Net increase (decrease) in cash and cash equivalents......................... 5,527 (3,772) 3,674

Cash and cash equivalents at beginning of year............................... 10,157 13,929 10,255
------ ------ ------

Cash and cash equivalents at end of year..................................... $ 15,684 10,157 13,929
====== ====== ======
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest.......................................................... $ 15,125 12,937 12,082
====== ====== ======
Income taxes...................................................... $ 2,212 1,500 2,009
====== ====== ======
Noncash investing and financing activities:

Increase (decrease) in equity valuation allowance
for market value of investments............................... $ 105 (99) 638
======= ====== =======
Transfers from loans to foreclosed real estate.................... $ 444 287 478
======= ====== =======
Loans originated on sales of foreclosed real estate............... $ 54 21 300
======== ======= =======
Loans funded by and sold to correspondent......................... $ 2,469 2,368 1,151
========= ======= =======
Transfer of investment and mortgage-backed
securities from held-to-maturity category
to available-for-sale category, as permitted
under SFAS No. 115 Implementation Guide....................... $ - - 14,759
========= ======= =======

See accompanying Notes to Consolidated Financial Statements.

FFLC BANCORP, INC.

Notes to Consolidated Financial Statements
December 31, 1997, 1996 and 1995

(1) Summary of Significant Accounting Policies
FFLCBancorp, Inc. (the "Holding Company") was incorporated in Delaware on
September 16, 1993 as a unitary savings and loan holding company. The
Holding Company completed its public offering of 4,603,032 shares
(adjusted for stock split) of common stock on January 4, 1994 and
acquired First Federal Savings Bank of Lake County (the "Savings Bank")
in connection with the Savings Bank's conversion from a
federally-chartered mutual savings association to a federally-chartered
stock savings bank. The Holding Company's acquisition of the Savings
Bank was accounted for as a pooling-of-interest. The Savings Bank was
established in 1934 as a federally-chartered mutual savings and loan
association. The Savings Bank is a community-oriented savings
institution which offers a variety of financial services to individuals
and businesses primarily located in Lake County and Sumter County,
Florida. The deposits of the Savings 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 Savings Bank, and the Savings
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. All per share amounts presented reflect the effect of the
five-for-three stock split in November, 1997. The following summarizes
the significant accounting policies of the Company:

Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.

Cashand Cash Equivalents. For the purpose of presentation in the
consolidated statements of cash flows, cash and cash equivalents are
defined as those amounts included in the balance-sheet caption "cash and
cash equivalents."

The Savings 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 Savings Bank exceeded
this requirement, which was $843,000 and $680,000 at December 31, 1997
and 1996, respectively.

Trading Securities. Securities which are held principally for resale in the
near term are classified as trading and carried at their fair values.
Unrealized gains and losses on trading securities are included
immediately in income.

Securities Held to Maturity. Securities for which the Company has the
positive intent and ability to hold to maturity are reported at cost,
adjusted for premiums and discounts that are recognized in interest
income using the interest method over the period to maturity.

Securities Available for Sale. Available-for-sale securities consist of
securities not classified as trading securities nor as held-to-maturity
securities.

Securities Available for Sale, Continued. Unrealized holding gains and
losses, net of tax, on available-for-sale securities are reported as a
net amount in a separate component of stockholders' equity until
realized.

Gains and losses on the sale of available-for-sale securities are
determined using the specific identification method.

Declines in the fair value of individual held-to-maturity and
available-for-sale securities below their cost that are other than
temporary have resulted in write-downs of the individual securities to
their fair value. There were no such write-downs included in earnings as
realized losses during the three years ended December 31, 1997.

Premiums and discounts 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 impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments as
they become due. When interest accrual is discontinued, all unpaid
accrued interest is reversed. Interest income is subsequently recognized
only to the extent cash payments are received.

The allowance for loan losses is increased by charges to income and
decreased by charge-offs (net of recoveries). Management's periodic
evaluation of the adequacy of the allowance is based on the Company's
past loan loss experience, known and inherent risks in the portfolio,
adverse situations that may affect the borrower's ability to repay, the
estimated value of any underlying collateral, and current economic
conditions.

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.

Income Taxes. Deferred tax assets and liabilities are reflected at currently
enacted income tax rates applicable to the period in which the deferred
tax assets or liabilities are expected to be realized or settled. As
changes in tax laws or rates are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes.

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 by
the straight-line method.

Stock-Based Compensation. Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" establishes a "fair
value" based method of accounting for stock-based compensation plans and
encourages all entities to adopt that method of accounting for all of
their employee stock compensation plans. 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 APB Opinion
No. 25, "Accounting for Stock Issued to Employees." The Company has
elected to follow APB Opinion 25 and related interpretations in
accounting for its employee stock options.

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 and commitments under lines of credit. Such
financial instruments are recorded in the financial statements when they
are funded.

FairValues of Financial Instruments. 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.

Investment and Mortgage-Backed Securities. Fair values for securities
are based on quoted market prices. If quoted market prices are not
available, fair value is based on quoted market prices for similar
securities.

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.

Federal Home Loan Bank Stock. Fair value of the Bank's investment in
FHLB stock is based on its redemption value, which is its cost of $100
per share.

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 on time deposits.

Borrowed Funds. The carrying amounts of borrowings under repurchase
agreements approximate their fair values. Fair values of other
borrowings 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.

Net Income Per Share of Common Stock. During 1997, the Company adopted the
provisions of Financial Accounting Standards No. 128, "Earnings Per
Share" (SFAS No. 128). SFAS No. 128 provides accounting and reporting
standards for calculating earnings 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 17) 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. At December 31,
1997, 162,399 shares remain uncommitted and are not considered
outstanding for purposes of the computation of net income per share of
common stock. The RRP initially purchased 184,122 shares, of which
178,063, 177,517 and 179,541 were allocated to participants and are
considered outstanding for December 31, 1995, 1996 and 1997,
respectively. The remaining unallocated RRP shares were not considered
outstanding during 1995, 1996 and 1997. 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 17)
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,
----------------------------------------
1997 1996 1995
--------- --------- ---------

Weighted average shares of common stock issued
and outstanding before adjustments for ESOP,
RRP and common stock options................................ 3,890,019 4,317,500 4,532,392

Adjustment to reflect the effect of unallocated
ESOP and RRP shares......................................... (189,799) (247,675) (299,894)
--------- --------- ---------

Weighted average shares for basic income per share.............. 3,700,220 4,069,825 4,232,498
========= ========= =========

Basic income per share.......................................... $ 1.01 .54 .73
========== ========== =========
Total weighted average common shares and equivalents
outstanding for basic income per share
computation................................................. 3,700,220 4,069,825 4,232,498

Additional dilutive shares using the average market value
for the period utilizing the treasury stock method
regarding stock options..................................... 211,036 198,167 194,600
---------- ---------- ----------
Weighted average common shares and equivalents
outstanding for diluted income per share.................... 3,911,256 4,267,992 4,427,098
========= ========= =========

Diluted income per share........................................ $ .96 .51 .70
========== ========= ==========

Future Accounting Requirements. The FASB has recently issued the following
Statements of Financial Accounting Standards which are relevant to the
Company:

Financial Accounting Standards 130 - Reporting Comprehensive Income
establishes standards for reporting comprehensive income. The
Standard defines comprehensive income as the change in equity of an
enterprise except those resulting from stockholder transactions. All
components of comprehensive income are required to be reported in a
new financial statement that is displayed with equal prominence as
existing financial statements. The Company will be required to adopt
this Standard effective January 1, 1998. As the Statement addresses
reporting and presentation issues only, there will be no impact on
operating results from the adoption of this Standard.

Financial Accounting Standards 131 - Disclosures about Segments of
an Enterprise and Related Information establishes standards for
related disclosures about products and services, geographic areas,
and major customers. The Company will be required to adopt this
Standard effective January 1, 1998. As the Standard addresses
reporting and disclosure issues only, there will be no impact on
operating results from adoption of this Standard.

Reclassifications. Certain amounts in the 1995 and 1996 consolidated
financial statements have been reclassified to conform to the
presentation for 1997.

(2) Investment Securities
Investment securities have been classified in the consolidated balance
sheets according to management's intent. The carrying amounts of
securities and their approximate fair values at December 31, were as
follows:

Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
At December 31, 1997: (In thousands)

Investment securities held to maturity-
SBA-related investment securities...................$ 3,031 46 - 3,077
====== == ===== ======

Investment securities available for sale:
Mutual funds........................................ 9,258 - (75) 9,183
U.S. Government and agency securities............... 7,965 2 (30) 7,937
Other investment securities......................... 151 5 - 156
------- --- ----- ------

Total...........................................$ 17,374 7 (105) 17,276
====== == === ======

Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----

At December 31, 1996:
Investment securities held to maturity-
SBA-related investment securities...................$ 3,239 32 - 3,271
====== == ==== ======

Investment securities available for sale:
Mutual funds........................................ 9,035 - (115) 8,920
U.S. Government and agency securities............... 20,208 2 (34) 20,176
Other investment securities......................... 495 3 (1) 497
------- -- ----- -------

Total...........................................$ 29,738 5 (150) 29,593
====== == === ======

Gross realized gains on sales of available-for-sale securities were $11,000
during the year ended December 31, 1997. There were no gross realized
losses during the year ended December 31, 1997. There were no sales of
investment securities during 1996 and 1995.

The scheduled maturities of investment securities held to maturity and
investment securities (other than equity) available for sale at December
31, 1997 were as follows:

Held-to-Maturity Securities Available-for-Sale Securities
--------------------------- -----------------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---- ----- ---- -----
(In thousands)

Due within one year $ -- -- 2,000 2,000
Due from one year to five years -- -- 4,979 4,952
Due from five years to ten years -- -- 986 985
Due after ten years 3,031 3,077 151 156
------ ------ ------ ------

Total $3,031 3,077 8,116 8,093
====== ===== ===== =====

Investment securities carried at approximately $3.4 million and $3.0 million
at December 31, 1997 and 1996, respectively, were pledged to secure
public funds and tax deposits.

(3) Mortgage-Backed Securities
The principal balance, amortized cost and estimated market values of
mortgage-backed securities were as follows:

Principal Unamortized Unearned Amortized Fair
Balance Premiums Discounts Cost Value
------- -------- --------- ---- -----
At December 31, 1997: (In thousands)

Securities held to maturity:
FHLMC certificates..................$ 8,051 2 (8) 8,045 8,226
GNMA certificates................... 7,834 1 (28) 7,807 8,044
FNMA certificates................... 3,951 - (2) 3,949 4,009
Collateralized mortgage
obligations..................... 9,187 1 (3) 9,185 9,164
------ -- -- ------- ------

$ 29,023 4 (41) 28,986 29,443
====== == == ====== ======

Securities available for sale:
FHLMC certificates.................. 1,482 1 - 1,483 1,462
FNMA certificates................... 1,730 18 - 1,748 1,766
Collateralized mortgage
obligations..................... 6,109 9 (1) 6,117 6,077
------ -- -- ------- ------

$ 9,321 28 (1) 9,348 9,305
====== == == ======= ======

Principal Unamortized Unearned Amortized Fair
Balance Premiums Discounts Cost Value
------- -------- --------- ---- -----
(In thousands)

At December 31, 1996:
Securities held to maturity:
FHLMC certificates..................$ 9,505 3 (10) 9,498 9,752
GNMA certificates................... 9,520 1 (41) 9,480 9,791
FNMA certificates................... 5,561 - (3) 5,558 5,637
Collateralized mortgage
obligations..................... 22,365 7 (16) 22,356 22,216
------ -- -- ------ ------

$ 46,951 11 (70) 46,892 47,396
====== == == ====== ======
Securities available for sale:
FHLMC certificates.................. 5,081 4 (2) 5,083 4,995
FNMA certificates................... 1,973 20 - 1,993 1,998
Collateralized mortgage
obligations..................... 11,933 20 (21) 11,932 11,851
------ -- -- ------ ------

$ 18,987 44 (23) 19,008 18,844
====== == == ====== ======

The amortized cost, gross unrealized gains and losses and estimated market
values of mortgage-backed securities were as follows:

Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
At December 31, 1997: (In thousands)

Securities held to maturity:
FHLMC certificates....................... $ 8,045 183 (2) 8,226
GNMA certificates........................ 7,807 237 - 8,044
FNMA certificates........................ 3,949 61 (1) 4,009
Collateralized mortgage
obligations.......................... 9,185 - (21) 9,164
------ ----- -- ------

$ 28,986 481 (24) 29,443
====== === == ======
Securities available for sale:
FHLMC certificates....................... 1,483 - (21) 1,462
FNMA certificates........................ 1,748 25 (7) 1,766
Collateralized mortgage
obligations.......................... 6,117 - (40) 6,077
------ ----- -- ------

$ 9,348 25 (68) 9,305
====== === == ======

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

At December 31, 1996:
Securities held to maturity:
FHLMC certificates.................. $ 9,498 268 (14) 9,752
GNMA certificates................... 9,480 315 (4) 9,791
FNMA certificates................... 5,558 86 (7) 5,637
Collateralized mortgage
obligations..................... 22,356 8 (148) 22,216
------ --- --- ------

$ 46,892 677 (173) 47,396
====== === === ======
Securities available for sale:
FHLMC certificates.................. 5,083 8 (96) 4,995
FNMA certificates................... 1,993 24 (19) 1,998
Collateralized mortgage
obligations..................... 11,932 - (81) 11,851
------ --- --- ------

$ 19,008 32 (196) 18,844
====== === === ======

There were no sales of mortgage-backed securities during the years ended
December 31, 1997, 1996 and 1995.

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 1-27 years; however,
because of prepayments, the expected weighted average life of these
securities at December 31, 1997 is approximately 2.2 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 have coupon rates
ranging from 4.00% to 7.53% and had a weighted average rate of 6.14% at
December 31, 1997. The Company purchases only CMOs rated AA or better by
nationally recognized rating services.

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

At December 31,
1997 1996
--------- ---------
(In thousands)

First mortgage loans secured by:
One-to-four-family residential $ 245,524 191,788
Construction and land 3,528 5,489
Multi-family units 4,464 4,180
Commercial real estate, churches and other 37,975 13,565
Consumer loans 32,834 21,899
Commercial loans 4,632 --
--------- ---------

Subtotal 328,957 236,921

Undisbursed portion of loans in process (12,253) (8,007)
Net deferred loan costs 333 97
Allowance for loan losses (1,684) (1,063)
--------- ---------

Loans receivable, net $ 315,353 227,948
========= =========

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

Year Ended December 31,
---------------------------------------
1997 1996 1995
------- ------- -------
(In thousands)

Balance at January 1 $ 1,063 977 869

Loans charged off (28) (21) (16)

Provision for loan losses 649 107 124
------- ------- -------

Balance at December 31 $ 1,684 1,063 977
======= ======= =======

There were no impaired loans recognized under SFAS 114 and 118 during the
years ended December 31, 1997 and 1996.

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 and Sumter
Counties, Florida.

Nonaccrual loans at December 31, 1997 and 1996 totaled $242,000 and
$666,000, respectively. For the year ended December 31, 1997, interest
income on loans would have been increased approximately $9,000 if the
interest on nonaccrual loans at December 31, 1997 had been recorded
under the original terms of such loans. All of the nonaccrual loans at
December 31, 1997 and 1996 were first-mortgage, single-family
residential loans or consumer loans. There have been no loans
restructured during any of the periods presented.

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

At December 31,
----------------------
1997 1996
------ -----
(In thousands)

Cost:
Land....................................... $ 1,754 1,754
Building and improvements.................. 4,380 4,041
Furniture and equipment.................... 2,152 2,145
Construction in progress................... 11 112
------ -----

Total cost............................. 8,297 8,052

Less accumulated depreciation.................. 2,984 2,908
----- -----

Net book value............................. $ 5,313 5,144
===== =====

Certain company facilities are leased under various operating leases. Rental
expense was $51,000 and $22,000 in 1997 and 1996, respectively. No
related rental expense was incurred during 1995. At December 31, 1997,
future minimum rental commitments under noncancellable leases were as
follows (in thousands):

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

1998.......................................... $ 68
1999.......................................... 73
2000.......................................... 21
2001.......................................... 18
2002.......................................... 18
----
$ 190
=====

(6) Deposits
The aggregate amount of short-term jumbo CDS, each with a minimum
denomination of $100,000, was approximately $12.2 million and $9.0
million in 1997 and 1996, respectively.

At December 31, 1997, the scheduled maturities of CDS were as follows (in
thousands):

1998............................................... $ 167,162
1999............................................... 57,898
2000............................................... 11,094
2001............................................... 1,924
2002 and thereafter................................ 2,212
---------
$ 240,290
=========

(7) Advances from Federal Home Loan Bank and Other Borrowings
As of December 31, 1997, the Savings Bank had $30.0 million in Federal Home
Loan Bank of Atlanta ("FHLB") advances outstanding. These advances had a
weighted average interest rate of 6.01% and will mature during the year
ended December 31, 2002. The security agreement with FHLB includes a
blanket floating lien requiring the Savings 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.

The Savings Bank had $30 million of additional credit availability via a
FHLB line of credit. The Savings Bank did not draw funds on this line of
credit at any time during the years ended December 31, 1997 and 1996.

The $150,000 community investment fund advance outstanding at December 31,
1996 and 1995 bears interest at 7.17% and matured February 28, 1997.
This advance was obtained in accordance with the Community Reinvestment
Act to provide lower interest rate financing to developers of low-income
housing.

Mortgage-backed securities sold under dollar reverse repurchase agreements
were delivered to the broker-dealers who arranged the transactions. The
broker-dealers may have sold, loaned, or otherwise disposed of such
securities to other parties in the normal course of their operations,
and have agreed to resell to the Company substantially identical
securities at the maturities of the agreements.

Information concerning securities sold under agreements to repurchase is
summarized as follows:

Year Ended December 31,
---------------------------
1997 1996
---- ----
(Dollars in thousands)

Average balance during the year..................................... $ 5,629 849
======== =====
Average interest rate during the year............................... 5.74% 5.65%
-======= =====
Maximum month-end balance
during the year................................................. $ 11,952 8,048
======== =====
Mortgage-backed securities underlying the agreements at year end:

Carrying value.................................................. $ - 8,245
======== =====
Fair value...................................................... $ - 8,237
======== =====

(8) Income Taxes
The Holding Company and its subsidiaries file a consolidated federal income
tax return. 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,
-------------------------------
1997 1996 1995
------ ----- -----
(In thousands)

Current....................... $ 2,339 1,594 1,776
Deferred...................... (256) (116) 152
------- ----- -----

$ 2,083 1,478 1,928
====== ===== =====

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,
--------------------------------------------------------------------------
1997 1996 1995
-------------------- ------------------- ---------------------
Amount % Amount % Amount %
(Dollars in thousands)

Taxes on income at U.S.
statutory rate........ $ 1,985 34.0% $ 1,245 34.0% $ 1,707 34.0%
State income taxes, net of
federal tax benefit... 192 3.3 131 3.6 181 3.6
Other - net............... (94) (1.6) 102 2.8 40 .8
------ ---- ----- ---- ----- ----

Taxes on income at
effective rates....... $ 2,083 35.7% $ 1,478 40.4% $ 1,928 38.4%
======= ==== ======= ==== ======= ====

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 liability relate to the following:

At December 31,
------------------------
1997 1996
---- ----
(In thousands)

Deferred tax liabilities:
Deferred loan fees..................................... $ 27 111
Allowance for loan losses.............................. 256 501
FHLB stock dividends................................... 304 304
Depreciation........................................... 222 186
Certain accrued interest............................... 17 24
Other.................................................. 82 128
------ -----

Gross deferred tax liabilities............................. 908 1,254
------ -----

Deferred tax assets:
Unrealized loss on securities available for sale....... 53 116
RRP incentive plan..................................... 118 208
------ -----

Gross deferred tax assets.................................. 171 324
------ -----

Net deferred tax liabilities............................... $ 737 930
====== =====

Retained earnings at December 31, 1997 and 1996 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, 1997 and 1996.

The Small Business Job Protection Act of 1996 (the "1996 Act") enacted on
August 2, 1996 requires savings institutions, such as the Savings 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 Savings Bank was required to change its
method of accounting for bad debts for tax purposes effective January 1,
1996. In addition, the Savings Bank will be 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, 1997, the Savings Bank had approximately
$910,000 of deferred tax liabilities recorded for the recapture of its
excess bad debt reserves.

(9) Pension Plan
Prior to 1996, the Company participated in a multi-employer defined benefit
pension plan (the "Pension Plan") which covered substantially all of its
employees. The Company's funding policy with respect to the Pension Plan
was to make an annual contribution determined by the Pension Plan's
actuaries that would not be less than the minimum required contribution,
nor greater than the maximum federal income tax deductible limit. The
Company's contributions for the Pension Plan for the year ended December
31, 1995 was $65,000. During 1996, the Company decided to withdraw from
participation in the Pension Plan, and accordingly, participants'
benefits were frozen and participants became fully vested at that date.
The Company did not make a contribution to the Pension Plan for 1996.

In connection with the above, the Company adopted a new defined
contribution profit sharing 401(k) plan (the "401(k) Plan") effective
April 1, 1996. 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 year ended December 31, 1997
and 1996 were $37,000 and $23,000, respectively.

(10) 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 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.

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

At December 31, 1997 At December 31, 1996
Carrying Fair Carrying Fair
Amount Value Amount Value
(In thousands)

Financial assets:
Cash and cash equivalents.........................$ 15,684 15,684 10,157 10,157
Investment securities............................. 20,307 20,353 32,832 32,865
Mortgage-backed securities........................ 38,291 38,748 65,736 66,240
Loans receivable.................................. 315,353 316,528 227,948 224,177
Accrued interest receivable....................... 2,134 2,134 2,019 2,019
Federal Home Loan Bank stock...................... 2,304 2,304 1,939 1,939

Financial liabilities:
Deposit liabilities............................... 315,390 316,689 282,664 284,034
Advances from FHLB................................ 30,000 30,376 150 150
Securities sold under agreements
to repurchase................................. - - 8,048 8,048

A summary of the notional amounts of the Company's financial instruments
which approximates fair value, with off-balance-sheet risk at December
31, 1997, follows:

Notional
Amount
(In thousands)

Commitments to extend credit.................... $ 22,607
======
Unused lines of credit.......................... $ 11,528
======
Undisbursed portion of loans in process ........ $ 12,253
======

(11) Significant Group Concentration of Credit Risk
The Company grants real estate and consumer loans to customers primarily in
the State of Florida with the majority of such loans in the Lake and
Sumter County area. Therefore, the Company's exposure to credit risk is
significantly affected by changes in the economy of the Lake and Sumter
County area.

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.

(12) 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,
---------------------
1997 1996
---- ----
(In thousands)

Beginning balance................................... $ 1,030 1,038
Amounts related to new officers and directors....... 135 -
Loans originated.................................... 725 111
Principal repayments................................ (162) (119)
------ -----

Ending balance.................................. $ 1,728 1,030
===== =====

(13) 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.

(14) Restrictions on Retained Earnings
The Savings Bank is subject to certain restrictions on the amount of
dividends that it may declare without prior regulatory approval. At
December 31, 1997, approximately $16.0 million of retained earnings were
available for dividend declaration without prior regulatory approval.

(15) Regulatory Matters
The Savings Bank is subject to various regulatory capital requirement
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 Savings Bank must meet
specific capital guidelines that involve quantitative measures of the
Savings Bank's assets, liabilities, and certain off-balance-sheet items
as calculated under regulatory accounting practices. The Savings 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 Savings 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, 1997, that the Savings Bank meets all capital adequacy
requirements to which it is subject.

As of December 31, 1997, the most recent notification from the OTS
categorized the Savings Bank as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well
capitalized, the Savings 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 Savings Bank's actual capital amounts and ratios at December 31, 1997
and 1996 are also presented in the table.

To Be Well
Minimum Capitalized
For Capital For Prompt
Adequacy Corrective Action
Actual Purposes Provisions
-------------------- --------------------- ---------------------
% Amount % Amount % Amount
----- ---------- ------ ----------- ----- ----------
As of December 31, 1997: (Dollars in thousands)

Stockholders' equity,
and ratio to total
assets..................... 11.12% $ 44,502
Less: investment in
nonincludable
subsidiary................. (195)
Add back: unrealized loss on
available-for-sale
securities................. 42
--------

Tangible capital,
and ratio to adjusted
total assets............... 11.08% $ 44,349 1.5% $ 6,003
======= ======

Tier 1 (core) capital, and
ratio to adjusted total
assets..................... 11.08% $ 44,349 3.0% $ 12,006 5.0% $ 20,009
======= ====== ======

Tier 1 capital, and ratio
to risk-weighted assets.... 20.90% 44,349 4.0% $ 8,486 6.0% $ 12,730
====== ======

Tier 2 capital (allowance for
loan losses)............... 1,684
-------

Total risk-based capital,
and ratio to risk-
weighted assets............ 21.70% $ 46,033 8.0% $ 16,973 10.0% $ 21,216
======= ====== ======

Total assets................... $ 400,339
=======

Adjusted total assets.......... $ 400,186
=======

Risk-weighted assets........... $ 212,162
=======

Stockholders' equity,
and ratio to total
assets..................... 12.05% $ 41,731
Less: investment in
nonincludable
subsidiary................. (201)
Add back: unrealized loss on
available-for-sale
securities................. 121
---------

Tangible capital,
and ratio to adjusted
total assets............... 12.02% $ 41,651 1.5% $ 5,198
======== ======

Tier 1 (core) capital, and
ratio to adjusted total
assets..................... 12.02% $ 41,651 3.0% $ 10,395 5.0% $ 17,326
======== ====== ======

Tier 1 capital, and ratio
to risk-weighted assets.... 26.29% 41,651 4.0% $ 6,338 6.0% $ 9,507
====== ======

Tier 2 capital (allowance for
loan losses)............... 1,063
---------

Total risk-based capital,
and ratio to risk-
weighted assets............ 26.96% $ 42,714 8.0% $ 12,676 10.0% $ 15,846
======== ====== ======

Total assets................... $ 346,442
=======

Adjusted total assets.......... $ 346,511
=======

Risk-weighted assets........... $ 158,456
=======

On September 30, 1996, legislation was enacted which, among other things,
imposed a special one-time assessment on SAIF member institutions,
including the Savings Bank, to recapitalize the SAIF and spread the
obligations for payments of Financing Corporation ("FICO") bonds across
all SAIF and BIF members. The FDIC special assessment levied amounted to
65.7 basis points on SAIF assessable deposits held as of March 31, 1995.
The special assessment was recognized in the third quarter of 1996 and
was tax deductible. The Savings Bank recorded a charge of $1.7 million
before taxes during 1996 as a result of the FDIC special assessment.
That legislation eliminated the substantial disparity between the amount
that BIF and SAIF members had been paying for deposit insurance
premiums.

Beginning on January 1, 1997, BIF members will pay a portion of the FICO
payment equal to 1.3 basis points on BIF-insured deposits, compared to
6.48 basis points payable by SAIF members on SAIF-insured deposits, and
will pay a pro rata share of the FICO payment on the earlier of January
1, 2000 or the date upon which the last savings association, such as
the Savings Bank, ceases to exist. The legislation also requires BIF
and SAIF to be merged by January 1, 1999 provided that subsequent
legislation is adopted to eliminate the savings association charter and
no savings associations remain as of that time.

The FDIC substantially lowered SAIF assessments to a range comparable to
those of BIF members, although SAIF members will continue to pay the
higher FICO payments described above. Management cannot predict the
level of FDIC insurance assessments on an ongoing basis or whether the
BIF and SAIF will eventually be merged.

(16) Conversion to Stock Savings Bank
The Savings 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
adopted by the Savings Bank's Board of Directors on June 17, 1993 and
subsequently approved by regulatory authorities and members of the
Bank. FFLC Bancorp, Inc. was created as the holding company for the
Savings Bank as part of this conversion, generating proceeds of $23.3
million (net of shares purchased by the Savings Bank for employee stock
incentive plans) from the sale of 4,603,032 shares of stock at the
price of $6 per share in a subscription and community offering.

The Plan of Conversion provided for the establishment of a Liquidation
Account equal to the retained income of the Savings 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
Savings Bank to qualifying depositors as of September 30, 1992
(Eligible Account Holders) who continue to maintain deposits in the
Savings Bank after conversion. In the unlikely event of a complete
liquidation of the Savings 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 Savings 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
Savings 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. Federal regulations also preclude any repurchase
of the stock by the Savings Bank or its holding company for three years
after conversion except for purchases of qualifying shares of a
director and repurchases pursuant to an offer made on a pro rata basis
to all stockholders and with prior approval of the Office of Thrift
Supervision or pursuant to an open-market stock repurchase program that
complies with certain regulatory criteria. See also Note 19 for
information regarding the Savings Bank's Stock Repurchase Program.

(17) Stock Benefit Plans
During 1996, the Company adopted 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, 1997, 1996 and 1995, 10,867, 8,332 and
5,035 options were granted under the Option Plan, and 2,014, 6,000 and
4,515 shares were awarded under the Recognition and Retention 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% would
apply over the exercise period, the expected life of the options would
be the entire exercise period and the expected stock volatility was
23%, 14% and 26%, respectively, for 1997, 1996 and 1995. For purposes
of pro forma disclosures, the estimated fair value was included in
expense in the period vesting occurs. The following information
pertains to the options granted to purchase common stock and shares
awarded in 1997, 1996 and 1995 (in thousands, except per share
amounts):

Year Ended December 31,
-----------------------------------
1997 1996 1995
---- ---- ----

Weighted-average grant-date fair value of options
issued during the year.......................... $ 84 39 21
====== ====== ======

Proforma net earnings................................ $3,663 2,149 3,064
====== ====== ======

Proforma basic earnings per share.................... $ .99 .53 .72
====== ====== ======

Stock Option Plan. During 1993, the Company adopted and the shareholders
approved the Option Plan. On January 4, 1994, upon conversion of the
Savings Bank to a stock association, stock options for 460,303 common
shares were authorized to be granted to directors, officers and
employees of the Savings Bank including 66,343 shares reserved for
future directors, officers and employees. 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 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, 1997, 57,666 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, 1994...................... 382,293 $6.00 6.00
Granted............................................. 5,035 $9.52 9.52
Forfeited........................................... (1,112) $6.00 6.00
Exercised........................................... (12,636) $6.00 6.00
-------

Outstanding, December 31, 1995...................... 373,580 $6.00-9.52 6.05
Granted............................................. 8,332 $12.00 12.00
Forfeited........................................... (2,778) $6.00 6.00
Exercised........................................... (13,321) $6.00 6.00
-------

Outstanding, December 31, 1996...................... 365,813 $6.00-12.00 6.19
Granted............................................. 10,867 $15.30-21.25 18.06
Exercised........................................... (46,252) $6.00-9.52 6.13
-------

Outstanding, December 31, 1997...................... 330,428 $ 6.00-21.25 6.58
======= ============ =====

The weighted-average remaining contractual life of the outstanding stock
options at December 31, 1997, 1996 and 1995 was 6.2, 7.1 and 8.3 years,
respectively.

The outstanding options at December 31, 1997 were exercisable as follows:

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

Currently exercisable................... 319,042 $ 6.33 3.7
1998.................................... 4,721 13.36 9.0
1999.................................... 4,721 13.36 9.0
2000.................................... 1,944 15.30 9.0
-------

330,428 $ 6.58 6.2
======= ===== ===

Employee Stock Ownership Plan. The Company sponsors a leveraged ESOP that
covers eligible employees who have a twelve-month period of employment
with the Savings Bank during which they worked at least 1,000 hours and
who have attained age 21. The Savings Bank makes 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. This loan bears interest
at a fixed-rate of six percent with principal and interest payable in
equal quarterly installments over seven years. The ESOP shares initially
were pledged as collateral for its debt. As the debt is repaid, shares
are released from collateral and allocated to active employees based on
the proportion of debt service paid during the year. The Company
accounts for its ESOP in accordance with Statement of Position 93-6.
Accordingly, the debt of the ESOP is recorded as debt and the cost of
the shares pledged as collateral are reported as a contra equity
account. As shares are released from collateral, the Company records
compensation expense, and an offsetting credit to capital, equal to the
current market price of the shares, and the shares become outstanding
for earnings per share computations. Dividends on all ESOP shares are
recorded as compensation expense as it is management's intention to
allocate the dividends along with the shares when allocated.
Compensation expense for the years ended December 31, 1997, 1996 and
1995 included the following ESOP related costs:

Year Ended December 31,
----------------------------
1997 1996 1995
---- ---- ----
(In thousands)

Amortization of the original cost, $6 per share....... $ 315 315 315
Market appreciation of the FFLC shares................ 597 265 242
Dividends on ESOP shares.............................. 61 60 56
---- ---- ---

Total............................................. $ 973 640 613
=== === ===

The ESOP shares were as follows:

At December 31,
---------------------------
1997 1996
---- ----
($ in thousands)

Allocated shares and shares released for allocation... $ 199,479 152,884
Unreleased shares..................................... 157,818 210,424
------- -------

Total ESOP shares..................................... 357,297 363,308
======= =======

Fair value of unreleased shares....................... $ 3,433 2,714
======== ========

Recognition and Retention Plan. The Company adopted, and the shareholders
approved, an RRP for directors, officers and employees to enable the
Savings 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. Compensation
expense attributable to the RRP amounted to $368,000 in 1996, 1995 and
1994. No compensation expense attributable to the RRP was recognized in
1997. 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, 1997, 4,581 shares
remain reserved for future directors, officers and employees.

(18) Parent Company Only Financial Statements
Condensed financial statements of the Holding Company as of and for the
years ended December 31, 1997 and 1996 are presented below. Amounts
shown as investment in subsidiary, loans to subsidiary and equity in
earnings of subsidiary are eliminated in consolidation.

Condensed Balance Sheets

At December 31,
--------------------
1997 1996
------- -------
(In thousands)

Assets

Cash, deposited with subsidiary $ 477 645
Investment in subsidiary 44,503 41,731
Loans to subsidiary 6,447 11,262
Other assets 2 --
------- -------

Total assets $51,429 53,638
======= =======

Liabilities and Stockholders' Equity

Current income taxes -- --
Accrued expense and other liabilities -- 12
Stockholders' equity 51,429 53,626
------- -------

Total liabilities and stockholders' equity $51,429 53,638
======= =======

Condensed Statements of Income

Year Ended December 31,
------------------------------
1997 1996 1995
---- ---- ----
(In thousands)

Revenues........................................ $ 532 772 871
Expenses........................................ 280 396 432
------ ------ ------

Income before earnings of subsidiary.... 252 376 439
Earnings of subsidiary.................. 3,502 1,808 2,654
----- ----- -----

Net income $ 3,754 2,184 3,093
======= ===== =====

Condensed Statements of Cash Flows

Year Ended December 31,
---------------------------------
1997 1996 1995
------- ------- -------
(In thousands)

Cash flows from operating activities:
Net income $ 3,754 2,184 3,093
Adjustments to reconcile net income to net cash
provided by operations:
Equity in earnings of subsidiary (3,502) (1,808) (2,654)
(Increase) decrease in other assets (2) 6 8
(Decrease) increase in current income taxes payable -- (4) (27)
(Decrease) increase in accrued expenses and
other liabilities (12) (4) 7
------- ------- -------

Net cash provided by operating activities 238 374 427
------- ------- -------

Cash flows from investing activities-
Repayment of loan to subsidiary 4,815 1,316 316
------- ------- -------

Year Ended December 31,
---------------------------------
1997 1996 1995
------- ------- -------

Cash flows from financing activities:
Purchase of treasury stock (6,171) (3,922) (2,373)
Proceeds from sale of common stock 283 80 76
Cash dividends paid (1,141) (986) (817)
Cash dividends received 1,808 2,654 3,266
------- ------- -------

Net cash (used in) provided by financing activities (5,221) (2,174) 152
------- ------- -------

Net (decrease) increase in cash (168) (484) 895

Cash at beginning of year 645 1,129 234
------- ------- -------

Cash at end of year $ 477 645 1,129
======= ======= =======

(19) Stock Repurchase Program
In December 1994, the Company's Board of Directors approved a Stock
Repurchase Program ("Program") which allows the Company to acquire its
outstanding common stock in the open market. The Company subsequently
received OTS approval for the Program, and began repurchasing shares
early in 1995. Under the Program, the Company was limited to
repurchasing no more than 5%, or approximately 138,000 shares of its
publicly-held common stock over a one-year period ending January 16,
1996. During the year ended December 31, 1995, 132,044 shares or 95.6%
of the maximum number of shares approved under the Program were
repurchased.

In January and August 1996, the Company's Board of Directors approved
programs which allow the Company to acquire additional 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
allows 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.

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

Year Ended December 31, 1997
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----

Interest income............................... $ 6,483 6,880 7,264 7,529 28,156
Interest expense.............................. 3,439 3,741 4,051 4,185 15,416
----- ----- ----- ----- ------

Net interest income........................... 3,044 3,139 3,213 3,344 12,740

Provision for loan losses..................... 68 70 364 147 649
------ ------ ------ ------ --------
Net interest income after provision
for loan losses........................... 2,976 3,069 2,849 3,197 12,091
----- ----- ----- ----- ------

Other income.................................. 198 216 541 264 1,219
Other expense................................. 1,631 1,883 1,917 2,042 7,473
----- ----- ----- ----- ------

Income before income taxes.................... 1,543 1,402 1,473 1,419 5,837
Income taxes.................................. 570 500 547 466 2,083
------ ----- ------ ------ ------

Net income.................................... $ 973 902 926 953 3,754
====== ===== ====== ====== ======

Basic income per common share................. $ .26 .24 .25 .26 1.01
====== ====== ====== ====== =======

Diluted income per common share............... $ .24 .23 .24 .25 .96
====== ====== ====== ====== ========

Year Ended December 31, 1996
---------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----

Interest income............................... $ 5,946 5,939 6,086 6,247 24,218
Interest expense.............................. 3,215 3,168 3,240 3,336 12,959
----- ----- ----- ----- ------

Net interest income........................... 2,731 2,771 2,846 2,911 11,259

Provision for loan losses..................... 14 15 34 44 107
------ ------ ------ ------ -------
Net interest income after provision
for loan losses........................... 2,717 2,756 2,812 2,867 11,152
----- ----- ----- ----- ------

Other income.................................. 182 195 208 224 809
Other expense................................. 1,563 1,636 3,334 1,766 8,299
----- ----- ----- ----- ------

Income (loss) before income taxes............. 1,336 1,315 (314) 1,325 3,662
Income taxes (credit)......................... 525 519 (91) 525 1,478
------ ----- ------ ----- ------

Net income (loss)............................. $ 811 796 (223) 800 2,184
====== ===== ====== ===== ======

Basic income (loss) per common share.......... $ .20 .19 (.05) .20 .54
====== ===== ====== ===== ======

Diluted income (loss) per common share........ $ .19 .18 (.05) .19 .51
====== ===== ====== ===== ======

Independent Auditors' Report

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

We have audited the accompanying consolidated balance sheets of FFLC Bancorp,
Inc. and Subsidiary (the "Company") (the parent company of First Federal Savings
Bank of Lake County) as of December 31, 1997 and 1996 and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the years in the three-year period ended December 31, 1997. 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 audits 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, 1997 and 1996 and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1997 in
conformity with generally accepted accounting principles.

/s/HACKER, JOHNSON, COHEN & GRIEB PA
- ------------------------------------
HACKER, JOHNSON, COHEN & GRIEB PA
Orlando, Florida
January 16, 1998

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

Advisory Directors:

Frank L. Cogburn Retired, Past President, First Federal Savings Bank
of Lake County
James R. Gregg President, Jarol Company
James H. Herlong General Partner, A.S. Herlong, Ltd.
Horace D. Robuck President, Romac Lumber

Officers:

Stephen T. Kurtz
President and Chief Executive Officer

Paul K. Mueller
Executive Vice President and Treasurer

Dwight L. Hart
Senior Vice President

Danny A. Schmid
Senior Vice President

Sandra L. Rutschow
Vice President and Secretary

Lawrence E. Hoag
Vice President

FIRST FEDERAL SAVINGS BANK
OF LAKE COUNTY

DIRECTORS AND OFFICERS

DIRECTORS

Joseph J. Junod
Chairman of the Board

Claron D. Wagner
Vice Chairman

James P. Logan
Ted R. Ostrander, Jr.
H.D. Robuck, Jr.
Stephen T. Kurtz
Paul K. Mueller

Advisory Directors

Frank L. Cogburn
James R. Gregg
Horace D. Robuck
James H. Herlong

OFFICERS

Stephen T. Kurtz
President
Chief Executive Officer

Paul K. Mueller
Executive Vice President
and Treasurer

Dwight L. Hart
Senior Vice President and Mortgage Lending Manager

Danny A. Schmid
Senior Vice President and Commercial Lending Manager

Sandra L. Rutschow
Vice President and Corporate Secretary

Lawrence E. Hoag
Vice President
Deposit Accounts Manager

Michael J. Cox
Vice President and Area Loan Manager

Brian R. Hofer
Vice President and Commercial Loan Officer

Lynda F. Wemple
Vice President and Accounting Manager

Yvonne K. Ross
Vice President and Loan Officer

Brenda M. Grubb
Vice President and Human Resource Manager

Linda C. Gallop
Clermont Branch Manager

Doris E. Hyatt
Assistant Secretary

Susan L. Berkebile
Vice President - Area Loan Manager

Dennis Rogers
Assistant Vice President - Area Loan Manager
Wildwood Branch Manager

Vaneeda F. Potter
Fruitland Park Office Manager

Vickie S. Baxter
Assistant Vice President
Eustis Branch Manager

Sonja G. Sanders
Main Street Office Manager

Arthur Middleton
Lake Square Office Manager

Sandra L. Seaton
Assistant Vice President
South Leesburg Branch Manager
Area Loan Originator

Jay Bartholomew
Assistant Vice President
Lady Lake Branch Manager

Jankie Dhanpat
Assistant Vice President
SEC Reporting and Compliance Officer

Karen Hollister
Assistant Vice President
Loan Operations Manager

Charles L. Lee
Security Officer

Janet L. Glessner
Marketing Officer

Debra L. McFarlane
Main Office Branch Manager

Sandra A. Rowe
Assistant Secretary and Loan Servicing Manager

Carmen C. Passwaters
Assistant Secretary

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:

Pamela Ali
Barbara J. Boscana
Norma J. Caron
Maryann D. Chantos
Constance A. Poitier-Christian
Shu Een Chen
Joseph D. Cioppa
Camilla R. Clark
Sheila C. Coffey
Carlos E. Colon
Diane S. Cook
Lori Cook
Barbara A. Cordes
Jewel M. Correll
Jennifer Culberson
Robert Cumm
Cheryl A. Davis
Dawn Rene Davison
Carla J. Devey
Carol A. Dewey
Jankie Dhanpat
Janine S. Dickerson
Deborah S. Edwards
Ruth E. Fielding
Joan P. Gibson
Linda J. Giggey
Janet L. Glessner
Zoann Goodman
Jennifer L. Grovesteen
Brenda M. Grubb
Andrea Hanson
Dwight L. Hart
Lawrence E. Hoag
Stephanie Hodges
Penny M. Hollis
Karen L. Hollister
Stephanie Hodges
Doris E. Hyatt
Patricia B. Inman
Juanita F. Jackson
Sondra Jones
Constance L. Merrell-Kasch
Kristina Keel
Erin Klink
Stephen T. Kurtz
Adriane M. Lacey
Linda N. Landers
Cynthia M. Lay

Leslie A. Leach
Charles L. Lee
Pamela J. Linville
Cynthia A. Lord
Judith M. Maddox
Annette McCullough
Debra L. McFarlane
Paul K. Mueller
Pamela A. O'Neal
Carmen C. Passwaters
Debra L. Possee
Leslie Robinson
Beverly L. Ross
Yvonne K. Ross
Sandra A. Rowe
Sheri K. Runnels
Landa A. Russell
Sandra L. Rutschow
James Schaeffer
Danny A. Schmid
Margaret M. Siegel
Leigh S. Skehan
Lynn P. Stoffel
Michelle M. Strickland
Joyce H. Sutton
Michelle M. Thompson
Virginia D. Vann
Theresa R. Wells
Lynda F. Wemple
Margaret R. White
Louise E. Whitlock
Rhonda L. Wilkerson
Shirley N. Williams
Betty L. Wolcott
Lisa K. Woolwine

FRUITLAND PARK OFFICE:

Julie Elaine Glenn
Melissa J. Judd
Vaneeda F. Potter
Delphine C. Williams

LADY LAKE:

Jay R. Bartholomew
Deede A. Dye
Julie A. Laws
Marilyn A. Leugers
Tamara J. Lloyd
Mary E. Rutz
Patricia L. Sizemore
Margaret A. Slimm

MAIN STREET OFFICE:

Aimee N. Barto
Kristy L. Lawrence
Dawn M. Loth
Sonja G. Sanders
Orpha M. Vogt

LAKE SQUARE:

Sheila M. Heitmeyer
Arthur E. Middleton
Melissa J. Miller
Angela Nicole Phillips
CLERMONT OFFICE:

Susan L. Berkebile
Sharon S. Dziorney
Annette S. Demeree
Donna L. Franklin
Linda C. Gallop
Brenda Heisner
Brian R. Hofer
Tammy R. Imundi
Trinia C. McClendon
Glenda S. Riggs
Sharon M. Slack

EUSTIS OFFICE:

Vickie S. Baxter
Michael J. Cox
Peggy L. Harris
Taneria N. O'Neal
Natasha L. Pender
Michael J. Price
Bernice E. Watkins
Juanita L. Wright

WILDWOOD OFFICE:

Donna L. Boyett
Angela B. Christopher
Jennifer Kitchens
Rebecca D. Moreno
Dennis R. Rogers
Gina R. Rusu
Karen Seybold
Ledora Smith
Willie Lee Smith
Paula D. Williams

SOUTH LEESBURG

Hilda Lozano
Sandra L. Seaton
Carol A. Sieder
Eva J. Snead