Delaware (State of Incorporation)

63-1114426 (I.R.S. Employer Identification No.)

Class		Outstanding at August 9, 2002
Common Stock, $1.00 Par Value		12,363,825

				Page
PART 1.		FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited)
		Consolidated statements of condition June 30, 2002 and December 31, 2001		3
		Consolidated statements of income Three months ended June 30, 2002 and 2001; Six months ended June 30, 2002 and 2001		4
		Consolidated statements of comprehensive income Three months ended June 30, 2002 and 2001; Six months ended June 30, 2002 and 2001		8
		Consolidated condensed statements of cash flows Six months ended June 30, 2002 and 2001		10
		Notes to the unaudited consolidated financial statements June 30, 2002		11
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.		Quantitative and Qualitative Disclosures about Market Risk		29
PART II.		OTHER INFORMATION
Item 4.		Submission of Matters to a Vote of Security Holders		29
Item 6.		Exhibits and Reports on Form 8-K		30
SIGNATURES				31

		June 30, 2002				December 31, 2001
ASSETS
Cash and due from banks		$	91,436			$	78,262
Interest-bearing deposits in other banks			10,580				10,813
Investment securities (market value $278,947 and $234,808, respectively)			275,572				234,766
Securities available for sale			381,292				332,922
Trading securities			—				1,341
Federal funds sold and securities purchased under resell agreements			74,367				32,241
Loans held for sale			20,833				36,554
Loans			2,079,566				1,966,631
Unearned income			(2,488	)			(2,462	)
Loans, net of unearned income			2,077,078				1,964,169
Allowance for loan losses			(30,680	)			(28,519	)
Net loans			2,046,398				1,935,650
Property, equipment and leasehold improvements, net			66,167				60,821
Goodwill			15,325				14,813
Intangible assets			4,103				4,062
Cash surrender value of life insurance			54,632				53,171
Receivable from investment division customers			46,393				16,551
Other assets			57,250				31,500
Totals		$	3,144,348			$	2,843,467
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest bearing		$	336,454			$	306,319
Interest bearing			1,881,600				1,760,440
Total deposits			2,218,054				2,066,759
Federal funds purchased and securities sold under repurchase agreements			340,801				240,060
Treasury, tax and loan accounts			1,267				3,490
Short-term borrowings			72,100				68,350
Payable for securities purchased for investment division customers			46,393				16,428
Accrued expenses and other liabilities			60,156				30,863
Long-term debt			184,081				209,631
Total liabilities			2,922,852				2,635,581
Common stock, $1 par, 27,500,000 and 17, 500,500 shares authorized at June 30, 2002 and December 31, 2001, respectively; 12,424,544 share issued at June 30, 2002 and December 31, 2001			12,425				12,425
Additional paid-in capital			104,436				103,624
Retained earnings			103,521				92,866
Treasury stock at cost, 62,145 and 77,476 shares at June 30, 2002 and December 31, 2001, respectively			(1,674	)			(2,087	)
Accumulated other comprehensive income, net of tax			2,788				1,058
Total stockholders’ equity			221,496				207,886
Totals		$	3,144,348			$	2,843,467

		For the three months ended June 30,
		2002				2001
Interest income:
Interest and fees on loans		$	35,590			$	37,539
Interest on securities			8,760				6,874
Interest on deposits in other banks			43				169
Interest on trading securities			14				33
Interest on Federal funds sold and securities purchased under resell agreements			185				592
Total interest income			44,592				45,207
Interest expense:
Interest on deposits			12,488				19,205
Interest on Federal funds purchased and securities sold under repurchase agreements			998				2,406
Interest on long and short-term borrowings			2,807				2,443
Total interest expense			16,293				24,054
Net interest income			28,299				21,153
Provision for loan losses			1,211				701
Net interest income after provision for loan losses			27,088				20,452
Noninterest income:
Securities gains			5				—
Gain (loss) on disposition of assets			(51	)			15
Service charges on deposit accounts			2,889				2,339
Investment services income			2,578				2,806
Securities brokerage and trust income			3,122				2,163
Origination and sale of mortgage loans			2,145				1,932
Bank owned life insurance			752				556
Insurance commissions			622				457
Other			1,304				1,140
Total noninterest income			13,366				11,408

		For the three months ended June 30,
		2002			2001
Noninterest expense:
Salaries and employee benefits			14,325			10,785
Commission based compensation			3,547			2,820
Occupancy and equipment expenses			2,864			2,454
Amortization of intangibles			191			289
Other			6,659			5,341
Total noninterest expense			27,586			21,689
Income before provision for income taxes			12,868			10,171
Provision for income taxes			4,086			3,195
Net income		$	8,782		$	6,976
Net income per common share (basic)		$	.71		$	.59
Weighted average common shares outstanding (basic)			12,359			11,821
Net income per common share (diluted)		$	.69		$	.58
Weighted average common and common equivalent shares outstanding (diluted)			12,657			12,089

		For the six months ended June 30,
		2002				2001
Interest income:
Interest and fees on loans		$	70,543			$	75,818
Interest on securities			17,508				13,632
Interest on deposits in other banks			84				238
Interest on trading securities			29				59
Interest on Federal funds sold and securities purchased under resell agreements			385				1,285
Total interest income			88,549				91,032
Interest expense:
Interest on deposits			25,593				39,453
Interest on Federal funds purchased and securities sold under repurchase agreements			1,933				5,042
Interest on long and short-term borrowings			5,647				5,045
Total interest expense			33,173				49,540
Net interest income			55,376				41,492
Provision for loan losses			2,481				1,294
Net interest income after provision for loan losses			52,895