Indicate by check mark whether the Registrant: (1) 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 the 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.   X   

        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2):
Yes       NO   X   

        As of March 5, 2004, there were outstanding 8,442,840 shares of the Registrant's common stock, which are listed on the Nasdaq National Market System under the symbol "RPFG." Based on the closing price for the common stock on March 5, 2004, the aggregate value of the common stock outstanding held by nonaffiliates of the Registrant was $118,803,937 (7,204,605 shares at $16.49 per share). For purposes of this calculation, common stock held by executive officers and directors of the Registrant and the unallocated shares held by the Rainier Pacific 401(k) Employee Stock Ownership Plan and Trust are considered nonaffiliates.

        1. Portions of Registrant's Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders (Part III).

<PAGE>

Item 1. Business

General

        Rainier Pacific Financial Group, Inc. ("Rainier Pacific Financial Group" or the "Company"), a Washington corporation, was organized on May 23, 2003 for the purpose of becoming the holding company for Rainier Pacific Savings Bank ("Rainier Pacific Bank" or the "Bank") upon the Bank's conversion from a Washington-chartered mutual to a Washington-chartered stock savings bank ("Conversion"). The Conversion was completed on October 20, 2003 through the sale and issuance of 8,442,840 shares of common stock by the Company. At December 31, 2003, we had total assets of $685.3 million, total deposits of $315.4 million and total shareholders' equity of $114.6 million. The Company's business activities generally are limited to passive investment activities and oversight of our investment in the Bank. Accordingly, the information set forth in this report, including consolidated financial statements and related data, relates primarily to the Bank and its subsidiary.

        The Bank is a well-established financial institution with a 70 year history of meeting the financial needs of its customers, who are primarily located in our local market of Pierce County, Washington. We offer consumers a broad array of deposit and loan services through Rainier Pacific Bank and offer automobile and homeowner's insurance, financial planning, and non-federally insured mutual fund and investment services through our wholly-owned subsidiary, Support Systems, Inc. We also provide a limited offering of deposit and loan services to small businesses within our local community to accommodate our existing customers. Our deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") up to applicable legal limits under the Bank Insurance Fund. Our primary regulators are the Washington Department of Financial Institutions and the FDIC.

        We began operations as a credit union in 1932 when we were formed as Tacoma Teachers Credit Union to serve the financial needs of Tacoma School District employees. In 1973, the Credit Union's name was changed to Educational Employees Credit Union, and we expanded our field of membership to encompass all employees in the field of education within the greater Tacoma and Pierce County area. The membership base was further expanded in 1988 by a merger with Health Care Credit Union which extended membership eligibility to all health care employees in Pierce County.

        During 1993, 1994 and 1995, we obtained approval from the State of Washington's Department of Financial Institutions to extend credit union membership eligibility to all residents and employees of businesses in most communities in the Tacoma-Pierce County and City of Federal Way geographical market. On October 16, 1995, we changed our name to Rainier Pacific, A Community Credit Union to reflect our change from an employer-based credit union to an inclusive community-based financial services provider.

        On January 1, 2001, we converted from a credit union to a state-chartered mutual savings bank. The savings bank charter afforded us the opportunity to expand our offering of residential mortgage loans, multi-family and commercial real estate loans, residential construction and land loans, and the ability to offer small business banking services. Since that time, we have significantly increased our originations of multi-family and commercial real estate loans.

        On October 20, 2003 we completed our conversion from a state chartered mutual savings bank to a state chartered stock savings bank. In connection with the conversion, the Company sold 7,935,000 shares of its common stock and received $77.4 million in net proceeds after deducting expenses, and issued an additional 507,840 shares to the Rainier Pacific Foundation.

Available Information

        The Company posts its annual report, Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and press releases on its investors relations page at www.rainierpac.com. These reports are posted as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission ("SEC"). All

1

<PAGE>

SEC filings of the Company are also available free of charge at the SEC's website, www.sec.gov or by calling the SEC at 1-800-SEC-0330.

Market Area

        We focus our efforts on serving residents and businesses in Pierce County and the City of Federal Way. Pierce County is the second most populous metropolitan area in Washington State, covering 1,794 square miles, with approximately 746,000 residents and a median household income of approximately $48,400 and average household income of $60,400. The City of Federal Way is located in South King County, just north of the Pierce County border, with a population of approximately 84,000 and a median household income of approximately $52,900.

        Our local economy possesses a blend of regional, national and international economic factors. In recent years, however, the local economy and Washington State have encountered a significant slowing of economic growth. The unemployment rates in the Pierce County market averaged just below 7.7% in 2003 and was among the highest in the country. Although Pierce County is expected to benefit from the recent national economic recovery, the local and state economy is anticipated to recover more slowly than the general U.S. economy. During the past decade, the local economy has transitioned from an economy dependent upon aerospace, manufacturing, and natural resources, to one that is more focused on the service industry and international trade. The professional and technical service sectors today represent approximately 30% of the jobs in Pierce County, up from 15% ten years ago. Pierce County's unemployment rate, although high compared to national averages, has not risen significantly from its historical norms. The local economy is expected to benefit as the national economy strengthens and import/export activity improves, and as growth in the high technology and health care sectors accelerate. The Port of Tacoma is rapidly growing in container shipping capacity and continues to benefit from increased international trade activity as the global economy rebounds. The presence of Fort Lewis Army Base and McChord Air Force Base, with potential growth in the number of civilians and military employees, will provide stability for our local economy in future years. Population growth has averaged 2.3% per year during the past decade according to the Tacoma-Pierce County Chamber of Commerce.

        The City of Tacoma is experiencing strong revitalization of its downtown central business district with the addition of the International Museum of Glass, the new Tacoma Art Museum, a new convention center, a new hotel, new residential housing and the expansion of the University of Washington Tacoma Campus.

Delivery Methods

        We provide a high level of convenient access for our customers in a variety of ways, having adopted an integrated "bricks, clicks and mortar" delivery systems strategy. Unlike many organizations that intentionally try to migrate customer transactions to automated channels, our strategy focuses on giving consumers integrated, yet flexible, options and choices as to how they wish to transact business with us. Therefore, we focus upon developing each of the three delivery systems of our "bricks, clicks, and mortar" strategy.

        The "bricks" element of our strategy relates specifically to the branch facilities where in-person interactions occur. As a local financial institution, we are committed to providing a network of branch offices that enables consumers to access services in person, within 15 minutes from essentially anywhere in Pierce County or the City of Federal Way.

        The core components of the "clicks" element of our delivery channel strategy relates to internet banking and automated teller machines. We have expanded our on-line banking capabilities to enable customers to perform essentially any type of transaction that can be conducted in a branch setting, such as review account balances, make transfers, apply for a mortgage or consumer loan, and even pay bills. To accommodate 24 hour, seven day a week availability to cash, we have expanded our network over the past several years to include 19 automated teller machines throughout Pierce County and the City of Federal Way.

2

<PAGE>

        The "mortar" element of our "bricks, clicks and mortar" strategy is our Call Center. The Call Center completes what we need to provide an integrated delivery solution for our customers. We continue to focus on improving the speed in which all telephone calls are answered, the level of customer service provided, and the ability to handle virtually all of our customers' banking requests over the phone. In addition to the employee staffed Call Center that is available to customers during the week from 7:00 a.m. to 7:00 p.m. weekdays, and 9:00 a.m. to 1:00 p.m. on Saturdays, we also provide 24-hour, seven day a week telephone banking through an automated voice response system.

        Our three-pronged delivery channel strategy allows customers to decide how they want to access our services through an appropriate blend of high-touch and high-tech service.

Lending Activities

        General. We focus our lending activities primarily on the generation of consumer loans, loans secured by first mortgages on owner-occupied one- to four-family residences, multi-family and commercial real estate loans, and real-estate construction and land loans. We offer a wide variety of consumer secured and unsecured loan products, including direct and indirect auto loans, deposit secured loans, unsecured personal loans and VISA lines of credit, and home equity loans and lines of credit. We began offering multi-family and commercial real estate loans in November 1995 and focus on originating multi-family and commercial real estate loans on properties located in the Puget Sound region of Western Washington. In 2002, we hired an experienced construction loan specialist and began offering construction loans on residential properties and to local builders in September 2002. With the challenges of a slow local economy, we have continued to focus on originating and retaining a large portion of our loans that are secured or collateralized by real estate or other forms of collateral, including automobiles. As of December 31, 2003, the net loan portfolio totaled $439.3 million and represented 64.1% of our total assets. As of December 31, 2003, our total loan portfolio was comprised of: 28.2% one- to four-family home loans, 21.2% commercial real estate loans, 19.5% multi-family real estate loans, 14.4% secured consumer loans, 7.5% unsecured consumer loans (including our VISA credit card portfolio), 7.0% home equity loans and 1.9% in construction and 0.3% in commercial business loans.

        Our loan policy limits the maximum amount of loans that we can lend to any one borrower to 15% of Rainier Pacific Bank's capital. Our five largest aggregate borrowers as of December 31, 2003 all had borrowing relationships that included multi-family or commercial real estate loans. Our largest single borrower relationship was to a family partnership with four loans totaling $6.0 million, secured by four multi-family properties. The second largest borrower was a family trust with a loan of $5.9 million, secured by a commercial real estate property. The third largest borrowing relationship was a real estate loan to a limited liability corporation in the amount of $5.6 million, secured by a multi-family property. The fourth largest borrowing relationship was with another limited liability corporation in the amount of $5.5 million on a retail shopping center development. The fifth largest loan was to another separate limited liability company in the amount of $5.1 million on a mixed use multi-family residential retail shopping center development. All of the loans mentioned above have personal guarantees in place as an additional source of repayment including those made to partnerships and corporations. At December 31, 2003, we also had a single credit outstanding associated with the sale of our administrative office building in Fife in 1999. The $8.1 million sales price of our administrative office building was financed by us in the amount of a $6.2 million loan, of which the remaining outstanding balance at December 31, 2003 was $5.8 million. All of the properties securing the aforementioned loans were in the Puget Sound region. All of these loans were performing according to their terms at December 31, 2003.

        We plan to continue to originate consumer and real estate related loans primarily within the geographic markets we serve. In addition, we are planning to expand our limited small business lending, which involves greater risks of default and delinquency than other types of lending we are currently engaged in. In February 2004, we hired an experienced business banking executive to lead our business banking expansion.

3

<PAGE>

        Loan Portfolio Analysis. The following table sets forth the composition of Rainier Pacific Bank's loan portfolio by type of loan at the dates indicated.

4

<PAGE>

        The following table shows the composition of Rainier Pacific Bank's loan portfolio by fixed- and adjustable-rate loans at the dates indicated.

6

<PAGE>

        Residential One- to Four-Family Lending. As of December 31, 2003, $126.2 million, or 28.2%, of our total loan portfolio consisted of permanent loans secured by one- to four-family residences.

        We have engaged in one- to four-family residential mortgage lending for the past 15 years. Except for our seven and ten-year fixed-rate mortgage loans and our special community development loans, residential first mortgages are generally originated in accordance with guidelines established by Freddie Mac and Fannie Mae. All of our one- to four-family residential mortgage loans, whether fixed or adjustable, require both monthly principal and interest payments and have no prepayment penalties.

        Traditionally, we have originated a significantly greater number of fixed-rate rather than adjustable-rate mortgages in our residential lending program. We originated $98.6 million of fixed-rate one- to four-family residential loans and an additional $8.1 million of adjustable rate one- to four- family residential loans during fiscal 2003. In fiscal 2002, we originated $100.8 million in one- to four-family residential loans, of which $96.6 million was in fixed-rate mortgages and $4.2 million was in adjustable-rate mortgage loans. Most of our residential loan originations are in connection with the refinance of an existing loan rather than the purchase of a home. Residential mortgage loans are primarily made on owner-occupied properties within the Pierce and South King County markets. As of December 31, 2003, $114.2 million, or 90.5%, of our one- to four-family residential mortgage loan portfolio were comprised of fixed-rate loans, and $71.9 million, or 62.9%, of the fixed rate one- to four-family residential mortgage portfolio was comprised of loans with contractual maturities of 15 years or less.

        As of December 31, 2003, we had $12.0 million, or 9.5%, of our one- to four-family loans in adjustable-rate mortgages. The adjustable-rate mortgage products generally are retained in the loan portfolio, although the majority of the loans are underwritten to be saleable in the secondary market. The adjustable-rate mortgage products adjust annually after an initial fixed interest rate period ranging from one to ten years. Contractual annual adjustments generally are limited to increases or decreases of no more than 2%, subject to a maximum increase of no more than 6% from the rate offered at the time of origination. At the time of rate adjustment, the loan rate is usually modified to reflect the average yield on U.S. Treasury securities adjusted to a constant maturity of one year Treasury securities plus a margin of 2.5% to 2.875%. Borrower demand for adjustable-rate mortgage loans versus fixed-rate mortgage loans is primarily related to the interest rate environment and the anticipated changes in the interest rate over time, as well as the fees being charged on mortgage products within the market.

        We have offered a fixed-rate ten-year term mortgage loan program since 1993 and introduced a seven year fixed-rate program in November 2003 on owner-occupied one- to four-family residential properties. These loans are written consistent with secondary market standards and have an average loan balance of $53,800 with an average loan-to-value ratio of 35%. As of December 31, 2003, we had $18.0 million, or 14.3%, of the one- to four-family residential loan portfolio in seven and ten-year mortgage products. We also offer special community development loans to low to moderate income borrowers at a loan-to-value ratio of up to 100%. As of December 31, 2003, we had $1.0 million in special community development loans in our residential loan portfolio. All loans under these special loan programs are performing in accordance with the terms of the loan as of December 31, 2003.

        We also originate a limited number of jumbo fixed- and adjustable-rate loans that we retain for our portfolio. Jumbo loans have balances that are greater than $322,700. The jumbo loan portfolio, comprised of four loans, totaled $1.4 million as of December 31, 2003. The loans in this portfolio have been priced at rates 0.375% higher than the standard secondary market rates on conventional loans. As of December 31, 2003, all loans in the jumbo loan portfolio were performing in accordance to their terms.

        Our fixed-rate, single family residential mortgage loans are normally originated with 15 to 30 year terms, although such loans typically remain outstanding for substantially shorter periods, particularly in the declining interest rate environment since 2001. In addition, substantially all residential mortgage loans in our loan portfolio contain due-on-sale clauses providing that we declare the unpaid amount due and payable upon the sale of the property securing the loan. Typically, we enforce these due-on-sale clauses to the extent permitted by law and as a standard course of business. The average loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans.

7

<PAGE>

        Our lending policies generally limit the maximum loan-to-value ratio on mortgage loans secured by owner-occupied properties to 95% of the lesser of the appraised value or the purchase price. We usually obtain private mortgage insurance on the portion of the principal amount that exceeds 80% of the appraised value of the secured property. The maximum loan-to-value ratio on mortgage loans secured by non-owner occupied properties is generally 70% on purchases and up to 80% on no cash out refinances for loans originated for sale in the secondary market to Freddie Mac. Properties securing our one- to four-family loans are appraised by independent fee appraisers approved by us. We require the borrowers to obtain title, hazard, and, if necessary, flood insurance. We generally do not require earthquake insurance because of competitive market factors.

        Residential mortgage loans up to $500,000 are approved by residential loan underwriters, and loans from $500,000 up to $750,000 are approved by the President or the Chief Lending Officer. The management loan committee approves loans to one borrower or a group of related borrowers up to $4.0 million in the aggregate, and individual residential loans of $750,000 to $1.0 million. Loans over these amounts or outside our general underwriting guidelines must be approved by the loan and investment committee comprised of members of our board of directors.

        Multi-Family and Commercial Real Estate Lending. We have originated multi-family and commercial real estate loans since November 1995. Loans are underwritten by designated lending staff or loan committee depending on the size of the loan. As of December 31, 2003, $182.0 million, or 40.7%, of our total loan portfolio was secured by multi-family and commercial real estate property.

        We actively pursue multi-family and commercial real estate loans. These loans generally are priced at a higher rate of interest than one- to four-family residential loans. Typically, these loans have higher loan balances, are more difficult to evaluate and monitor, and involve a greater degree of risk than one- to four-family residential loans. Often payments on loans secured by multi-family or commercial properties are dependent on the successful operation and management of the property; therefore, repayment of these loans may be affected by adverse conditions in the real estate market or the economy. We generally require and obtain loan guarantees from financially capable parties based upon the review of personal financial statements. If the borrower is a corporation, we generally require and obtain personal guarantees from the corporate principals based upon a review of their personal financial statements and individual credit reports. The multi-family and commercial real estate loan portfolio is relatively unseasoned and contains a higher risk of default and loss than single-family residential loans, particularly in light of the weakness of the local economy.

        The average size loan in our multi-family and commercial real estate loan portfolios was $1.3 million as of December 31, 2003. As of that date, $87.1 million, or 19.5%, of our total loan portfolio was secured by multi-family dwellings located primarily in our market area. We target individual multi-family and commercial real estate loans between $500,000 and $4.0 million; however, we can by policy originate loans to one borrower up to 15% of the Bank's capital. The largest multi-family loan as of December 31, 2003 was a 76 unit residential apartment building with an outstanding principal balance at December 31, 2003 of $5.6 million located in King County. This loan is performing according to the loan terms, as were all multi-family and commercial real estate loans as of December 31, 2003.

        Multi-family and commercial real estate loans up to $500,000 can be approved by the Real Estate Loan Manager, Chief Lending Officer or President. Loans up to $750,000 can be approved by the combined authority of any two of these three individuals. Our management loan committee is authorized to approve loans to one borrower or a group of related borrowers of up to $4.0 million in the aggregate, with no single loan over $3.0 million. Loans over these amounts or outside our general underwriting guidelines must be approved by the loan and investment committee comprised of members of the board of directors.

        We offer both fixed- and adjustable-rate loans on multi-family and commercial real estate loans. Loans originated on a fixed-rate basis generally are originated at fixed terms up to ten years, with amortization terms up to 30 years. Interest rates on fixed-rate loans are generally established utilizing the Federal Home Loan Bank of Seattle's amortizing or fixed advance rate for an equivalent period plus a margin ranging from 2.00% to 2.50%,

8

<PAGE>

depending upon the prepayment penalty option selected by the borrower. We have established floor rates on these loans, although from time-to-time we may offer promotional rates below the established floor rates. As of December 31, 2003, we had $30.6 million in multi-family loans and $81.4 million in commercial real estate loans (including two participation loans) in our fixed-rate products.

        Adjustable-rate multi-family and commercial real estate loans are originated with variable rates that generally adjust after an initial period ranging from three to five years. Contractual annual adjustments generally have a 1.5% maximum annual rate increase and are subject to a lifetime cap rate of 13%. These loans generally have been originated with a rate floor of 5% to 7%. Adjustable-rate multi-family and commercial real estate loans are generally priced utilizing the 11^th District Cost of Funds Index plus a margin of 3.125% to 3.375%, with principal and interest payments fully amortizing over terms up to 30 years. These loans generally have a prepayment penalty. As of December 31, 2003, we had $56.5 million in adjustable-rate multi-family loans and $13.5 million in adjustable-rate commercial real estate loans. Both adjustable-rate mortgages and fixed-rate mortgages generally allow provisions for assumption of a loan by another borrower subject to lender approval and a 1% assumption fee.

        The maximum loan-to-value ratio for multi-family loans is generally 80% on purchases and 75% on refinances. The maximum loan-to-value ratio for commercial real estate loans is generally 75% for both purchases and refinances. We require appraisals of all properties securing multi-family and commercial real estate loans. Appraisals are performed by independent appraisers designated by us. We require our multi-family and commercial real estate loan borrowers with outstanding balances in excess of $250,000 to submit annual financial statements and rent rolls on the subject property. We also inspect the subject property at least every two years if the loan balance exceeds $500,000. We generally require a minimum pro forma debt coverage ratio of 1.20 times for loans secured by multi-family and commercial properties.

        We originate commercial real estate loans including office and medical buildings, retail shopping centers, mini-storage facilities, industrial use buildings, and warehouses primarily located in our market area. Commercial real estate loans totaled $94.9 million, or 21.2% of our total loan portfolio as of December 31, 2003. As of December 31, 2003, the largest single commercial real estate loan on one property had an outstanding balance of $5.9 million and is secured by an industrial park located in Pierce County.

        Real Estate Construction Lending. As of December 31, 2003, real estate construction loans represented $8.4 million, or approximately 1.9% of our total loan portfolio. This program was fully implemented in September 2002, and we plan, subject to market conditions, to increase this activity and to focus our efforts in the following areas: residential (custom) construction all-in-one, residential speculative construction, single-family land acquisition and development, and lot inventory loans. The residential (custom) construction all-in-one loans are priced in alignment with the terms and conditions available in the secondary markets for this product and are being underwritten to be saleable in the secondary market upon completion. Other construction loan programs will be originated with terms up to 18 months, with a variable interest rate tied to the prime rate as published in The Wall Street Journal, plus a margin ranging from 0.75% to 2.0%, with a loan-to-value ratio of no more than 80% of the appraised estimated value of the property at completion. We have not made commercial or multi-family construction loans in the past, however, we may make these types of loans in the future, on a limited basis, primarily as an accommodation to our existing customers.

        Although construction lending affords us the opportunity to achieve higher interest rates and fees with shorter terms to maturity than one- to four-family mortgage lending, construction lending is considered to involve a higher degree of risk than one- to four-family mortgage lending. It is more difficult to evaluate construction loans than permanent loans. At the time the loan is made, the value of the collateral securing the loan must be estimated based on the projected selling price at the time the residence is completed, typically six to 12 months later, and on estimated building and other costs (including interest costs). Changes in the demand for new housing in the area and higher than anticipated building costs may cause actual results to vary significantly from those estimated. Accordingly, we may be confronted, at the time the residence is completed, with a loan balance exceeding the value of the collateral. Because construction loans require active monitoring of the building process, including cost comparisons and on-site inspections, these loans are more difficult and costly to monitor. Increases in market rates

9

<PAGE>

of interest may have a more pronounced effect on construction loans by rapidly increasing the end-purchasers' borrowing costs, thereby reducing the overall demand for new housing. The fact that homes under construction are often difficult to sell and typically must be completed in order to be successfully sold also complicates the process of working out problem construction loans. This may require us to advance additional funds and/or contract with another builder to complete the residence. Furthermore, in the case of speculative construction loans, there is the added risk associated with identifying an end-purchaser for the finished home.

        We attempt to minimize the foregoing risks by, among other things, limiting our construction lending to residential properties primarily in our local market area, and limiting our speculative loans to a small number of experienced local builders.

        Consumer Lending. As a former credit union, we have traditionally focused on consumer lending. Our consumer installment loans, such as auto, boats, recreational, home equity and personal loans, are generally offered on a fixed-rate basis, while our VISA, unsecured personal lines of credit, and home equity lines of credit are principally offered on a variable rate basis. Our consumer lending programs do not specifically target borrowers with lower credit scores, however, they do allow for the underwriting of loans to individuals with negative credit information under certain defined guidelines. Management routinely monitors all loan programs and underwriting is adjusted when there is evidence of deterioration in individual consumer lending portfolios. Our installment loans are offered using a risk-based pricing model based upon the credit worthiness of the customer and the available collateral. Interest rates are offered on a multi-tiered basis, with the best "A" credits receiving the lowest loan rates. Loans made to borrowers with lower credit scores have a higher likelihood of becoming delinquent or defaulting on their loans, and therefore generally receive a higher interest rate. As of December 31, 2003, our consumer loans, which includes our home equity line/loan portfolio, totaled $129.9 million, or 29.0%, of our total loan portfolio.

        As of December 31, 2003, the largest component of the consumer portfolio was our auto loan portfolio totaling $59.8 million, or 13.4%, of our total loan portfolio. We offer direct auto loans to our customers through our branch network, which as of December 31, 2003 comprised $11.8 million, or 19.6%, of the auto loan portfolio. We have also offered indirect loans since 1994 and at December 31, 2003 these loans originated through our indirect dealer program were $48.1 million or 10.7% of our total loan portfolio. These loans consist primarily of indirect auto loans