AMERICAN BANCORP INC/LA - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

For the Fiscal Year Ended December 31, 2002 Commission File Number 0-11928

AMERICAN BANCORP, INC.
(Exact name of registrant as specified in its charter)

Louisiana 72-0951347
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

321 East Landry Street
Opelousas, Louisiana 70570
(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, including area code: (337) 948-3056

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $5.00 Par Value
(Title of Class)

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

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
----- -----

The aggregate market value of the voting stock as of June 28, 2002 held by
non-affiliates* of the registrant: $5,637,834.

The number of shares outstanding of each of the issuer's classes of common
stock, as of December 31, 2002: Common Stock, $5.00 Par Value, 116,183 shares
outstanding.

Documents Incorporated by Reference

Portions of the annual shareholders' report for the year ended December 31, 2002
are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual shareholders meeting to be held
April 9, 2003 are incorporated by reference into Part III.

*For purposes of the computation, shares owned by executive officers,
directors, 5% shareholders and shares by non-affiliates whose voting rights have
been assigned to directors have been excluded.

-1-

PART I

Item 1. Business

American Bancorp, Inc. (the Company) was incorporated under the laws of
the State of Louisiana in 1982. On October 1, 1983, American Bank and Trust
Company (the Bank) was reorganized as a subsidiary of the Company. Prior to
October 1, 1983, the Company had no material activity. The Company is currently
engaged, through its subsidiary, in banking and related business. The Bank is
the Company's principal asset and primary source of revenue.

The Bank

The Bank, incorporated under the State Banking Laws on August 1, 1958 is
in the business of gathering funds by accepting checking, savings, and other
time-deposit accounts and reemploying these by making loans and investing in
securities and other interest-bearing assets. The Bank is a full service
commercial bank. Some of the major services which it provides include checking,
NOW accounts, Money Market checking, savings, and other time deposits of various
types, loans for business, agriculture, real estate, personal use, home
improvement, automobile, and a variety of other types of loans and services
including letters of credit, safe deposit boxes, bank money orders, wire
transfer facilities, and electronic banking facilities.

The Company's primary assets are loans. At December 31, 2002, loans
represented 40% of the Company's total assets.

The reserve for loan losses is comprised of specific reserves (assessed
for each loan that is reviewed for impairment or for which a probable loss has
been identified), general reserves and an unallocated service.

The Company continuously evaluates its reserve for loan losses to
maintain an adequate level to absorb loan losses inherent in the loan portfolio.
Reserves on loans identified as impaired are based on discounted expected cash
flows using the loan's initial effective interest rate, the observable market
value of the loan or the fair value of the collateral for certain
collateral-dependent loans. Factors contributing to the determination of
specific reserves include the financial condition of the borrower, changes in
the value of pledged collateral and general economic conditions. General
reserves are established based on historical charge-offs considering factors
which include risk, industry concentration and loan type, with the most recent
charge-off experience weighted more heavily. The unallocated reserve, which is
judgmentally determined, generally serves to compensate for the uncertainty in
estimating loan losses, particularly in times of changing economic conditions,
and considers the possibility of improper risk ratings and possible over or
under allocations by specific reserves. It also considers the lagging impact of
historical charge-off ratios in periods where future charge-offs are expected to
increase or decrease significantly. The results of reviews performed by external
examiners are also considered.

The State of Louisiana, through its various departments and agencies,
deposits public funds with the Bank. However, as of December 31, 2002, the State
of Louisiana did not have any funds on deposit with the Bank.

-2-

Competition

The Bank's general market area is in St. Landry Parish, which has a
population of approximately 81,939. Its primary market is Opelousas, which has a
population of approximately 19,540, and has experienced little population growth
over the past several years.

The commercial banking business in St. Landry Parish is highly
competitive. The Depository Institutions Deregulation and Monetary Control Act
of 1980 and the Garn-St. Germain Depository Institutions Act of 1982 have
eliminated most, if not all, substantive distinctions between the services of
commercial banks and thrift institutions. The Bank competes with two banks and
two savings and loan institutions located in St. Landry Parish. The following is
a list of banks and savings associations in this market with the total deposits
and assets as of December 31, 2002.

In addition to the institutions listed above, further competition is
provided by banks and other financial institutions located in Lafayette,
Louisiana, which is 20 miles south of Opelousas and Baton Rouge, Louisiana, the
state capital, which is 60 miles east of St. Landry Parish.

Supervision and Regulation

The financial services industry is extensively regulated under both
federal and state law. The Company is subject to regulation and examination by
the Board of Governors of the Federal Reserve System (FRB) and the Federal
Reserve Bank of Atlanta. The Bank is subject to regulation and examination by
the Louisiana Office of Financial Institutions. The Company is subject to the
Bank Holding Company Act (BHCA), which requires the Company to obtain the prior
approval of the FRB to acquire a significant equity interest in any banks or
bank holding companies. Under the provisions of the Gramm-Leach-Bliley Act
(GLBA), the Company is eligible to engage in nonbanking activities which are
financial in nature by notifying, or in certain cases obtaining the prior
approval of, the FRB. Under the GLBA, subsidiaries of financial holding
companies engaged in nonbank activities would be supervised and regulated by the
federal and state agencies which normally supervise and regulate such functions
outside of the financial holding company context. Although the FRB continues to
be the primary "umbrella" regulator of financial holding companies, the GLBA
limits the ability of the FRB to order a financial holding company subsidiary
which is regulated by the SEC or a state insurance authority to provide funds or
assets to an affiliated depository institution under the FRB's "source of
strength" doctrine.

-3-

The Bank is subject to a number of laws regulating depository
institutions, including the Federal Deposit Insurance Corporation Improvement
Act of 1991 which expanded the regulatory and enforcement powers of the federal
bank regulatory agencies, required that these agencies prescribe standards
relating to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, and mandated annual examination of banks by
their primary regulators. The Bank is also subject to a number of consumer
protection laws and regulations of general applicability. In addition, President
Bush has signed into law the USA Patriot Act, which is designed to identify,
prevent and deter international money laundering and terrorist financing. The
President also signed the Sarbanes-Oxley Act of 2002 which is directed towards
improving financial reporting.

The banking industry is affected by the monetary and fiscal policies of
the FRB. An important function of the FRB is to regulate the national supply of
bank credit to moderate recessions and to curb inflation. Among the instruments
of monetary policy used by the FRB to implement its objectives are: open-market
operations of U.S. Government securities, changes in the discount rate and the
federal funds rate (which is the rate banks charge each other for overnight
borrowings) and changes in reserve requirements on bank deposits.

The Board of Directors of the Company have no present plans or
intentions to cause the Company to engage in any substantial business activity
which would be permitted to it under the Act or the Louisiana Act but which is
not permitted to the Bank; however, a significant reason for formation of the
one-bank holding company is to take advantage of the additional flexibility
afforded by that structure if the Board of Directors of the Company concludes
that such action would be in the best interest of stockholders.

During 2002, the average number of full-time equivalent employees at
the Bank was 45. This includes the officers of the Company that are listed under
Item X below.

There are no unions or bargaining units that represent the employees of
the Bank. The relation between management and employees is considered to be
good.

Statistical Information

The following tables contain additional information concerning the
business and operations of the Registrant and its subsidiary and should be read
in conjunction with the Consolidated Financial Statements of the Registrant and
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The 2002 Annual Report to Shareholders is incorporated herein by
reference under Items 5, 6, 7, 7a, and 8.

Investment Portfolio

The following table sets forth the carrying amount of Investment
Securities at the dates indicated (in thousands of dollars):

-4-

The following tables set forth the maturities of investment securities
at December 31, 2002, 2001, and 2000 and the weighted average yields of such
securities (in thousands of dollars):

-5-

-6-

* Weighted average yields have been computed on a fully tax-equivalent basis
assuming a rate of 34% for 2002, 2001 and 2000.

-7-

Loan Portfolio

Loans outstanding at the indicated dates are shown in the following
table according to type of loan (in thousands of dollars):

Selected Loan Maturities

The following table shows selected categories of loans outstanding as
of December 31, 2002 which, based on remaining scheduled repayments of
principal, are due in the amounts indicated. Also, the amounts are classified
according to the sensitivity to the changes in interest rates (in thousands).

(l) Includes demand loans, loans having no stated schedule of repayments
and no stated maturity and overdrafts.

(2) The floating interest rate loans generally fluctuate according to a
formula based on a prime rate.

-8-

The following table presents information concerning the aggregate
amount of nonperforming loans. Nonperforming loans comprise: (a) loans accounted
for on a nonaccrual basis; (b) loans contractually past due ninety days or more
as to interest or principal payments [but not included in the nonaccrual loans
in (a) above]; (c) other loans whose terms have been restructured to provide a
reduction or deferral of interest or principal because of a deterioration in the
financial position of the borrower [exclusive of loans in (a) or (b) above]; and
(d) loans now current where there are serious doubts as to the ability of the
borrower to comply with present loan requirement terms (in thousands of
dollars).

At December 31, 2002, the recorded investment in loans that were
considered to be impaired under SFAS No. 114 was $3,450, with the related
allowance for loan losses of $-0-.

The effect of nonperforming loans on interest income has not been
substantial in the past five years. Had interest been accrued on the
nonperforming loans, interest income would have been recorded in the amount of
$200, $500, $3,857, $9,501 and $32,424 for the years 2002, 2001, 2000, 1999 and
1998, respectively. Interest income in the amount of $-0-, $-0-, $2,490, $2,733
and $4,796 on nonperforming loans during 2002, 2001, 2000, 1999 and 1998,
respectively, was recorded.

At December 31, 2002, 2001, 2000, 1999 and 1998, there were no
significant commitments to lend additional funds to debtors whose loans were
considered to be nonperforming.

The Bank places loans on nonaccrual when the borrower is no longer able
to make periodic interest payments due to a deterioration of the borrowers
financial condition.

At December 31, 2002, the Bank has an insignificant amount of loans for
which payments are current, but the borrowers are experiencing financial
difficulties. These loans are subject to constant management attention, and
their classification is reviewed on a monthly basis.

-9-

Summary of Loan Loss Experience

The following table summarizes loan balances at the end of each period
and average loans based on daily average balances for 2002, 2001, 2000, 1999,
and 1998; changes in the allowance for possible loan losses arising from loans
charged off and recoveries on loans previously charged off by loan category; and
additions to the allowance which have been charged to expense (in thousands of
dollars):

Allowance for Possible Loan Losses
(In thousands of dollars)

-10-

The allowance for possible loan losses has been allocated according to
the amount deemed to be reasonably necessary to provide for the possibility of
losses being incurred within the following categories of loans at the date
indicated:

Allocation of Allowance for Possible Loan Losses
(In thousands of dollars)

-11-

Deposits

The average amount of deposits, using daily average balances for 2002,
2001, and 2000, is summarized for the periods indicated in the following table
(in thousands of dollars):

Maturities of Large-Denomination Certificate of Deposits

The following table provides the maturities of time certificates of
deposit of the Bank in amounts of $100,000 or more (in thousands):

Short-Term Borrowing

The Company did not have any short-term borrowing during the last three
years ended December 31, 2002.

Return on equity and assets

The ratio of Net Income to Average Shareholders' Equity and to Average
Total Assets, and certain other ratios, are as follows:

-12-

Forward-Looking Statements

Statements in this Report Form 10-K that are not historical facts
should be considered forward-looking statements with respect to the Company.
Forward-looking statements of this type speak only as of the date of this 10-K.
By nature, forward-looking statements involve inherent risk and uncertainties.
Various factors, including, but not limited to, economic conditions, asset
quality, interest rates, loan demand and changes in the assumption used in
making the forward-looking statements, could cause actual results to differ
materially from those contemplated by the forward-looking statements. The
Company undertakes no obligation to update or revise forward-looking statements
to reflect subsequent circumstances, events or information, or for any other
reason.

Item 2. Properties

The main office of the Company and the Bank are presently located at
321 East Landry Street, Opelousas, Louisiana, in the downtown business district.
The Bank leases three branch sites. The building in which the main office is
located is free of all mortgages.

For information with respect to the Company obligations under its lease
commitments, see Note 9 to the Consolidated Financial Statements, which are
incorporated herein by reference under Item 8.

Item 3. Legal Proceedings

The Company is not involved in any legal actions; however, there are
presently pending by the Bank a number of legal proceedings. It is the opinion
of management that the resulting liability, if any, from these actions and other
pending claims will not materially affect the consolidated financial statements.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.

-13-

PART II

Item 5. Market for Registrant's Common Stock and Related Security Holder Matters

MARKET PRICE AND DIVIDENDS DECLARED

Note: The primary market area for American Bancorp, Inc.'s common stock
is the Opelousas, Louisiana area with American Bank and Trust Company acting as
registrar and transfer agent. There were approximately 505 shareholders of
record at December 31, 2002.

Source of market price - American Bank & Trust Company acts as the
transfer agent for the Company. The stock is thinly traded and the price ranges
are based on stated sales price to the transfer agent, which does not represent
all sales.

RESTRICTIONS ON CASH DIVIDENDS PAYABLE BY THE REGISTRANT:

The only source of funds by the Company to pay dividends is dividends
paid by the Subsidiary Bank, the payment of which is restricted by applicable
federal and state statutes.

Federal bank regulatory authorities have authority under the Financial
Institutions Supervisory Act to prohibit a bank from engaging in an unsafe or
unsound practice. The payment of a dividend by the Bank could, depending upon
the financial condition of the Bank and other factors be deemed an unsafe or
unsound practice.

Applicable Louisiana law prohibits a state bank subsidiary from paying
a dividend if its surplus remaining after payment of the dividend would be less
than half the aggregate par value of its outstanding stock. In addition, a state
bank subsidiary is required to obtain the prior approval of the Commissioner of
Financial Institutions of Louisiana before declaring or paying a dividend in a
given year if the total of all dividends declared or paid during that year would
exceed the total of its net profits for that year combined with the net profits
from the immediately preceding year less dividends paid during these periods.

-14-

Item 6. Selected Financial Data

The information called for by Item 6 is included in Registrant's Annual
Report on page 5 in the Section titled "Summary of Operations for the Last Five
Years" and is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The information called for by Item 7 is included in the Registrant's
Annual Report in the section titled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and is incorporated herein by
reference.

Item 7a. Quantitative and Qualitative Disclosure About Market Risk

The information called for by Item 7a is included in Registrant's
Annual Report on page 10 and 11 in the Section titled "Market Risk" and is
incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The following consolidated financial statements of the Registrant and
its subsidiary included on pages 28 through 57 in the Annual Report are
incorporated herein by reference:

Independent Auditors' Report

Consolidated Balance Sheets - December 31, 2002 and 2001

Consolidated Statements of Income - Years Ended December 31, 2002,
2001, and 2000

Consolidated Statements of Shareholders' Equity - Years Ended December
31, 2002, 2001, and 2000

Consolidated Statements of Cash Flows - Years Ended December 31, 2002,
2001, and 2000

Notes to Consolidated Financial Statements

Selected Quarterly Financial Data

Item 9. Changes in and Disagreements in Accounting and Financial Disclosure

There have been no changes or disagreements with an independent
accountant on any matter of accounting principles or practice, financial
disclosure, auditing scope or procedure.

PART III

Item 10. Directors and Executive Officers

With the identification of directors and executive officers of the
Company, the information called for by Item 10 is omitted pursuant to General
Instruction G(3) and is included in Registrant's definitive Proxy Statement
filed pursuant to Section 14(a).

-15-

Item 11. Management Remuneration and Transactions

The information called for by this item is included in Registrant's
definitive Proxy Statement filed pursuant to Section 14(a) of the Securities
Exchange Act of 1934 and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information called for by this item is included in Registrant's
definitive Proxy Statement filed pursuant to Section 14(a) of the Securities
Exchange Act of 1934 and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

The information called for by this item is included in Registrant's
definitive Proxy Statement filed pursuant to Section 14(a) of the Securities
Exchange Act of 1934 and is incorporated herein by reference.

Item 14. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on their
evaluation as of a date within 90 days of the filing date of this Annual Report
on Form 10-K, the registrant's principal executive officer and principal
financial officer have concluded that the registrant's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.

(b) Changes in internal controls. There were no significant changes in
the registrant's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

-16-

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1. Financial Statements

The following consolidated financial statements of American
Bancorp, Inc. and Subsidiary, included in pages 28 through 57
of the Registrant's Annual Report are incorporated by
reference in Item 8:

Independent Auditors' Report

Consolidated Balance Sheets - December 31, 2002 and
2001

Consolidated Statements of Income - Years Ended
December 31, 2002, 2001 and 2000

Consolidated Statements of Shareholders' Equity -
Years Ended December 31, 2002, 2001 and 2000

Consolidated Statements of Cash Flows - Years Ended
December 31, 2002, 2001 and 2000

Notes to Consolidated Financial Statements

Selected Quarterly Financial Data

(a) 2. Financial Statement Schedules

The Schedules to the consolidated financial statements
required by Article 9, and all other schedules to the
financial statements of the Registrant required by Article 9
of Regulation S-X are not required under the related
instructions or are inapplicable and therefore have been
omitted.

(a) 3. Exhibits

(13) 2002 Annual Report to Shareholders

(22) Proxy Statement for Annual Meeting of Shareholders to
be held on April 9, 2003

(23) Consent of Independent Auditors

99.0 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

(b) Reports on Form 8-K

None

(c) Exhibits

The response to this portion of Item 14 is submitted as a
separate section of this report.

(d) Financial Statement Schedules

The response to this portion of Item 14 is submitted as a
separate section of this report.

-17-

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

American Bancorp, Inc.
(Registrant)

By: /s/ Salvador L. Diesi, Sr.
----------------------------------------
Salvador L. Diesi, Sr., Chairman
of the Board of the Company
and the Bank; President of
the Company and the Bank

Date: March 17, 2003
--------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

/s/ Salvador L. Diesi, Sr. /s/ Jasper J. Artall, Sr.
- ------------------------------------- -----------------------------------
Salvador L. Diesi, Sr., Chairman of Jasper J. Artall, Sr., Director
the Board of the Company and the
Bank; President of the Company
and the Bank

Date: March 17, 2003 Date: March 17, 2003
------------------------------- -----------------------------

/s/ Ronald J. Lashute /s/ Walter J. Champagne, Jr.
- ------------------------------------- -----------------------------------
Ronald J. Lashute, Executive Vice- Walter J. Champagne, Jr., Director
President and Chief Executive Officer
of the Bank; Chief Executive Officer,
Secretary and Treasurer, and Director
of the Company

Date: March 17, 2003 Date: March 17, 2003
------------------------------- -----------------------------

/s/ J. C. Diesi
-----------------------------------
J. C. Diesi, Director

Date: March 17, 2003
-----------------------------

-18-

CERTIFICATIONS

I, Ronald J. Lashute, Executive Vice-President and Chief Executive
Officer of the Bank; Chief Executive Officer, and Secretary and Treasurer of the
Company, certify that:

1. I have reviewed this annual report on Form 10-K of American Bancorp,
Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions);

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal control; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

/s/ Ronald J. Lashute
- ----------------------------------------------
Ronald J. Lashute
Executive Vice-President and Chief Executive
Officer of the Bank; Chief Executive Officer,
and Secretary and Treasurer of the Company

March 17, 2003
- ----------------------------------------------
Date

-19-

CERTIFICATIONS

I, George Hill Comeau, Chief Financial Officer of the Bank and the
Company and Vice President of the Bank, certify that:

1. I have reviewed this annual report on Form 10-K of American Bancorp,
Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions);

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal control; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

/s/ George Hill Comeau
- -------------------------------------------
George Hill Comeau
Chief Financial Officer of the Bank and the
Company and Vice President of the Bank

March 17, 2003
- -------------------------------------------
Date

-20-

EXHIBIT INDEX

-21-