In April 2002, the FASB issued Statement No. 145,  Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections. The Statement updates, clarifies and simplifies existing accounting pronouncements on several specific, specialized matters, including extinguishments of debt and sale-leaseback transactions. The adoption of this Statement is not expected to have a material effect on the Company’s financial position or results of operations.  In June 2002, the FASB issued Statement No. 146,  Accounting for Costs Associated with Exit or Disposal Activities. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (“EITF”) No. 94-3. The principal difference between this Statement and EITF 94-3 relates to its requirements for recognition of a liability for a cost associated with an exit or disposal activity. This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, rather than at the date of an entity’s commitment to an exit plan. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not currently have any activities that are subject to the provisions of this Statement. In October 2002, the FASB issued Statement No. 147,  Acquisitions of Certain Financial Institutions – an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9 . Except for transactions between two or more mutual enterprises, this Statement removes acquisitions of financial institutions from the scope of both Statement 72 and Interpretation 9 and requires that those transactions be accounted for in accordance with FAS No. 141 and 142. This Statement also clarifies that a branch acquisition that meets the definition of a business should be accounted for as a business combination, otherwise the transaction should be accounted for as an acquisition of net assets that does not result in the recognition of goodwill. The provisions of this Statement are effective on October 1, 2002. The adoption of FAS 147 did not have any effect on the financial position or results of operations of the Company.  In December 2002, the FASB issued Statement No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure - an Amendment of FASB Statement No. 123. The Statement amends FAS No. 123,  Accounting for Stock-Based Compensation, to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that Statement to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation. The Statement also amends APB Opinion No. 28,  Interim Financial Reporting, to require disclosure about those effects in interim financial information. The Company currently does not use FAS 123 to account for its stock options.  RECLASSIFICATIONS: Certain reclassifications have been made to the 2000 and 2001 consolidated financial statements in order to conform to the classifications adopted for reporting in 2002. On February 28, 2003, the Company acquired all of the outstanding stock of Acadiana Bancshares, Inc. (“Acadiana”) for approximately $48,367,000 consisting of 981,821 shares of the Company’s common stock valued at $38,586,000 and $9,781,000 in cash. The transaction will be accounted for under the purchase method of accounting. The acquisition is an in-market merger and presents the Company with significant opportunities for branch consolidation and operating efficiencies, as well as obtaining a qualified and locally known workforce. At December 31, 2002, total assets of Acadiana were $305,760,000, including $193,279,000 in loans receivable and $64,137,000 in investment securities. Total deposits at such date were $205,780,000. NOTE 2 – ACQUISITION OF ACADIANA BANCSHARES, INC.: 43